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, 2009, and the related audited statements of income, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure Letter. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies There are no liabilities, debts, claims or obligations of the audited balance sheet any nature of the Company as at December 31or its Subsidiaries, 2009whether known, and the related audited statements of incomeunknown, shareholders’ equity and cash flows of the Companyaccrued, together with all related notes and schedules theretoabsolute, accompanied by the reports thereon of the Company’s independent auditors direct or indirect, contingent or otherwise, whether due or to become due (the “Company Financial StatementsLiabilities”), except (i) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth Liabilities disclosed in Section 4.10(b3.4(a) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (c) Except as and Liabilities to the extent adequately accrued reflected or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Latest Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (iiii) liabilities and obligations, Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Company Balance Sheet, Sheet that are notwould not reasonably be expected, individually or in the aggregate, material in amount, (ii) liabilities for performance under to have a Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Adverse Effect. Except as set forth on Section 4.10(c3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and has not been since December 28, 2012, required to furnish or file any report, schedule, form, statement or other document with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (A) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (B) was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information required to be disclosed by the Company and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) The books Neither the Company nor any of account its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial records statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company are true and correct and have been prepared and are maintained Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with GAAPthe customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited balance sheet of the Company as at December 31, 2009, and the related audited The consolidated financial statements of income, shareholders’ equity Nortek and cash flows of the Company, together with all related Nortek Holdings (including any notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) are attached hereto as Section 4.10(a) of included in the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements SEC Documents (i) are correct and complete and have been were prepared in accordance with from the books and records of the Company; Company and its Subsidiaries, (ii) have been prepared comply as to form in accordance all material respects with GAAP all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (iii) are in conformity with United States generally accepted accounting principles as in effect as of the dates of such financial statements ("GAAP"), applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated therein or in the notes thereto); thereto and, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) during the periods involved and (iiiiv) fairly present, in all material respects, the consolidated financial position, results position of operations Nortek and cash flows of the Company,Nortek Holdings, as the case may be, and its respective consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of any interim financial statements of the Companyunaudited statements, to normal and recurring year-end audit adjustments that will not, individually or are not expected to be material in the aggregate, be materialamount). (cb) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) those liabilities or obligations that are fully reflected or reserved for in the consolidated balance sheet (including the notes thereto) of Nortek included in its Annual Report on Form 10-K for the year ended December 31, 2001 (the "Company 10-K"), and (ii) liabilities and obligationsobligations incurred since December 31, incurred 2001 in the ordinary course of business consistent with past practice since or in connection with the date of Transactions, the Company Balance Sheetand its Subsidiaries did not have at December 31, that are 2001, and since such date the Company and its Subsidiaries have not incurred, any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise and whether or not required to be reflected in the Company's financial statements in accordance with GAAP), except for such liabilities and obligations which would not, individually or in the aggregate, material in amount, (ii) liabilities for performance under reasonably be expected to have a Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure LetterAdverse Effect. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited balance sheet The financial statements of the Company as at December 31, 2009, and included or incorporated by reference in the related audited statements of income, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors Company SEC Documents (the “"Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii") have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated therein or in the notes thereto); ) and (iii) fairly present, present in all material respects, respects the consolidated financial position, position of the Company and the consolidated Subsidiaries of the Company as at the dates thereof and the consolidated results of their operations and cash flows of the Company,, as the case may be, 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 any unaudited interim financial statements of the Companystatements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at any other adjustments described therein). Since December 31, 2009 (such balance sheet1997, together with all related notes and schedules thereto, the “Company Balance Sheet”), neither the Company does not have nor any liability, indebtedness, expense, claim, deficiency, guaranty of the Company's Subsidiaries has incurred any liabilities or obligation obligations of any type or nature, whether or not accrued, absolute, contingent, matured, unmatured contingent or otherwise, whether known that would have a Material Adverse Effect, other than liabilities (i) disclosed in press releases set forth on Schedule 5.10, Schedule 5.10 or unknown and whether the Company SEC Documents filed prior to the date of this Agreement (all of which have been furnished to the Purchasers), (ii) adequately provided for in the Company Financial Statements or disclosed in any related notes thereto (all of which have been furnished to the Purchasers), (iii) not required by under GAAP to be reflected in a balance sheet of the Company Financial Statements, or disclosed in the any related notes thereto, except for (iiv) liabilities and obligationsincurred in connection with the Permanent Financing, this Agreement or the other Transaction Documents, or (v) incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure Letterbusiness. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the The audited balance sheet of the Company City as at of December 31, 2009, 1997 and the related audited statements of incomeoperations, shareholders’ stockholders' equity and cash flows of for the Companyperiod from January 1, 1997 through December 31, 1997, together with all the unaudited balance sheet of City (the "CITY BALANCE SHEET") as of June 30, 1998 (the "CITY BALANCE SHEET DATE") and the related unaudited statements of operations, stockholders' equity and cash flows for the six month period ending June 30, 1998 (collectively, including the related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”"CITY FINANCIAL STATEMENTS") are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) City and are complete and correct in all material respects, have each been prepared in accordance with GAAP in conformity with the practices consistently applied on a consistent basis by City throughout the periods indicated involved and consistent with each other (except as may be indicated in the notes thereto); and (iii) present fairly present, in all material respects, the financial position, results of operations and cash flows of City as of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein specified. True and subject, in the case of any interim financial statements complete copies of the Company, City Financial Statements have previously been supplied to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialUSA. (cb) Except as and to the extent adequately accrued or reserved against in the audited balance sheet As of the Company as at December 31City Balance Sheet Date, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does City did not have any liability, material indebtedness, expense, claim, deficiency, guaranty obligations or obligation liabilities of any type or nature, kind (whether accrued, absolute, contingent, matured, unmatured contingent or otherwise, whether known or unknown and whether due or to become due or asserted or unasserted), which were not required by GAAP to be fully reflected in a balance sheet of the Company in, reserved against or disclosed otherwise described in the notes theretoCity Balance Sheet. Since the City Balance Sheet Date, except for City has not incurred any material indebtedness, obligations or liabilities of any kind (i) liabilities whether accrued, absolute, contingent or otherwise, and obligationswhether due or to become due or asserted or unasserted), other than those incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure Letterpractice. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete The Sellers have delivered to Purchaser copies of (A) the audited reviewed consolidated statement of assets, liabilities and stockholder's equity, the consolidated statement of revenues and expenses, the consolidated statement of stockholders' equity, the consolidated statement of cash flows, and the notes to consolidated financial statements of the Companies as of December 31, 2008, accompanied by the report thereon of Xxxxx, Xxxxxx & Co., P.C., Certified Public Accountants, (B) the unaudited consolidated statement of assets and liabilities and the unaudited statement of income and expenses of the Companies as of December 31, 2009 (the "2009 Financial Statements"), and (C) the unaudited consolidated balance sheet of the Company Companies as at December 31of February 28, 2009, and the related audited statements of income, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors 2010 (the “"Interim Balance Sheet"). Items (A), (B) and (C) in this Section 3.1(j) collectively are referred to herein as the "Company Financial Statements”) ." The Company Financial Statements are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) all prepared on an income tax basis, not GAAP, but do include FAS 69 . Except as set forth in Section 4.10(b) Schedule 3.1(j), as of the Company Disclosure Letterdate of this Agreement, each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty there is no liability or obligation of any type or naturekind, whether accrued, absolute, contingentfixed, matured, unmatured contingent or otherwise, whether known of any Company other than (W) liabilities adequately reflected or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed reserved against in the notes theretoInterim Balance Sheet, except for (iX) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since December 31, 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 Company Balance Sheet, that are not2009 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 in amount, or (iiZ) liabilities for performance under otherwise disclosed on Schedule 3.1(j) or expressly permitted by this Agreement. The Company Material Contracts that do not exceed $25,000 individually or $50,000 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 2009 Financial Statements fairly present in all material respects the aggregate, and (iii) liabilities described in Section 4.10(c) financial position of the Company Disclosure Letter. (d) The books of account Companies covered thereby at the dates thereof and financial records the results of the Company are true and correct and have been prepared and are maintained operations of the Companies covered thereby for the periods indicated in accordance with GAAPincome tax basis accounting.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited balance sheet of the The Company as at December 31, 2009, and the related audited has delivered to Acquirer its unaudited financial statements of income, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of for each fiscal year ended June 30th subsequent to the Company’s independent auditors inception date and its unaudited financial statements for the eight-month period ended February 28, 2017 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Company Financial Statements”) ), which are attached hereto included as Section 4.10(aSchedule 2.4(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company . The Financial Statements (i) are correct derived from and complete and have been prepared in accordance with the books and records of the Company; , (ii) have been complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the financial condition of the Company at the dates therein indicated and the results of operations and cash flows of the Company 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), (iv) are true, correct and complete and (v) were prepared in accordance with GAAP GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialinvolved. (cb) Except as and to the extent The Company has no Liabilities of any nature other than (i) those set forth or adequately accrued or reserved against provided for in the audited balance sheet included in the Financial Statements as of February 28, 2017 (such date, the “Company as at December 31, 2009 (Balance Sheet Date” and such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s business since the Company does Balance Sheet Date in the ordinary course consistent with past practice that are of the type that ordinarily 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 and (iii) those incurred by the Company in connection with the execution of this Agreement. 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. 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 liability, indebtedness, expense, claim, deficiency, guaranty debt or other obligation of any type 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 nature, whether accrued, absolute, contingent, matured, unmatured other 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 and/or to electronically transfer funds or otherwise, whether known or unknown make inquiries with respect to such accounts. (e) The accounts receivable of the Company (the “Accounts Receivable”) as reflected on the Company Balance Sheet and whether or not required by GAAP to as will be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred Closing Financial 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 90 days following the Closing Date, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet, that are not, individually Sheet or in the aggregateCompany Closing Financial Certificate, material as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in amountaccordance 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) liabilities represented or shall represent bona fide claims against debtors for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, sales and other charges and (iii) liabilities described have been collected or are collectible in Section 4.10(cthe book amounts thereof within 90 days following the Closing 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. No Person has any Encumbrance, other than Permitted Encumbrances, 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 LetterLetter sets forth, as of the Closing Date, an aging of the Accounts Receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Closing 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. (df) 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 Company Board, (ii) that access to assets is permitted only in accordance with management’s general or specific authorization, (iii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and (v) that the amount recorded for assets on the books of account and financial records of the Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Schedule 2.4(f) of the Company Disclosure Letter lists, and the Company has made available to Acquirer copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls. None of the Company 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 material, that involves Company’s management or other current or former employees, consultants directors of 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 or 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 Company 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 its Representatives. There are true 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 correct and have report financial data. There has been prepared and are maintained no material change in accordance with GAAPthe Company accounting policies since the Company’s inception, except as described in the Financial Statements.

Financial Statements; No Undisclosed Liabilities. (a) True The Company has delivered to Acquirer its unaudited financial statements as of and complete copies of for the audited balance sheet of the Company as at fiscal years ended December 31, 20092017, 2016 and 2015 and its unaudited financial statements for the related audited six-month period ended June 30, 2018 (including, in each case, balance sheets, statements of incomeoperations and statements of cash flows) (collectively, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) ), which are attached hereto included as Section 4.10(aSchedule 2.4(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company . The Financial Statements (i) are correct derived from and complete and have been prepared in accordance with the books and records of the Company; , (ii) have been complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified, (iv) are true, correct and complete and (v) were prepared in accordance with GAAP GAAP, except for the absence of footnotes, applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialinvolved. (cb) Except as and to the extent The Company does not have any Liabilities of any nature other than (i) those set forth or adequately accrued or reserved against provided for in the audited balance sheet included in the Financial Statements as of June 30, 2018 (such date, the “Company as at December 31, 2009 (Balance Sheet Date” and such balance sheet, together with all related notes and schedules thereto, 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 are of the type that ordinarily 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 and (iii) those incurred by the Company in connection with the execution of this Agreement. Except for Liabilities reflected in the Financial Statements, the Company does not have any liabilityoff-balance sheet Liability of any nature to, indebtednessor any financial interest in, expenseany third parties or entities, claimthe purpose or effect of which is to defer, deficiencypostpone, guaranty 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 not ever guaranteed any debt or other obligation of any type 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 natureother 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 accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown the “Accounts Receivable”) as reflected on the Company Balance Sheet and whether or not required by GAAP to as will be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred Closing Financial 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 Sheet or in the aggregateCompany Closing Financial Certificate, material as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in amountaccordance 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) liabilities represented or shall represent bona fide claims against debtors for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, sales and other charges and (iii) liabilities described have been collected or are collectible in Section 4.10(cthe 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. 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 LetterLetter sets forth, as of the Agreement Date, an aging of the Accounts Receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns. Schedule 2.4(e) of the Company 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. (df) The Company has established and maintains a system of internal accounting controls designed 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, (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 of account and financial records of the Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company, the Company’s independent auditors and accountants 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 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. Neither the Company nor, 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 or 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 its Representatives. There are true 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 correct and have report financial data. There has been prepared and are maintained no change in accordance with GAAPthe Company’s accounting policies since the Company’s inception, except as described in the Financial Statements.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Each of the audited balance sheet of consolidated financial statements contained or incorporated by reference in the Company SEC Filings (as at December 31amended, 2009supplemented or restated, and if applicable), including the related audited statements of income, shareholders’ equity and cash flows of the Company, together with all related notes and schedules theretoschedules, accompanied by complied with the reports thereon rules and regulations of the Company’s independent auditors (the “Company Financial Statements”) are attached hereto SEC as Section 4.10(a) of the date of filing of such Company Disclosure Letter. SEC Filings, was prepared (b) Except except as set forth indicated in Section 4.10(b) the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the Company Disclosure Letter, each of the Company Financial Statements (iSEC) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated indicated, and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly presentsuch consolidated financial statement presented fairly, in all material respects, the consolidated financial position, results of operations operations, shareholders' equity and cash flows of the Company,, Company and its consolidated Subsidiaries as the case may be, 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 any interim unaudited quarterly financial statements of the Companystatements, to normal and recurring year-end adjustments that will not, individually or in and the aggregate, be material. (c) Except as and omission of notes to the extent adequately accrued or reserved against permitted by Regulation S-X promulgated by the SEC). The consolidated balance sheet included in the audited balance sheet Company's most recent Annual Report on Form 10-K is referred to herein as the "Company Balance Sheet." (b) None of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have or its consolidated Subsidiaries has any liability, indebtedness, expense, claim, deficiency, guaranty liabilities or obligation obligations of any type or nature, nature (whether accrued, absolute, contingent, matureddetermined, unmatured determinable or otherwise), whether known except for liabilities or unknown and whether obligations (i) reflected or not required by GAAP to be reflected reserved against in a balance sheet of the Company or disclosed Balance Sheet (including in the notes thereto), except for (iii) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are notSheet or (iii) that, individually or in the aggregate, material in amount, (ii) liabilities for performance under have not had and would not reasonably be expected to have a Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure LetterAdverse Effect. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies The Company has made available to Acquirer its consolidated unaudited financial statements for the last nine months of the audited balance sheet of the Company as at partial fiscal year ending December 31, 2009, 2019 and the related audited entire fiscal year ending December 31, 2020 (including, in each case, balance sheets and statements of incomecash flows) (collectively, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) ), which are attached hereto included as Section 4.10(aSchedule 2.4(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company . The Financial Statements (i) are correct derived from and complete and have been prepared in accordance with the books and records of the Company; , (ii) have been fairly and accurately present in all material respects the financial condition of the Company at the dates therein indicated and the results of operations and cash flows of the Company 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), (iii) are true, correct and complete in all materials respects and (iv) were prepared in accordance with GAAP GAAP, except that the Company does not comply with ASC606 regarding the recognition of Intellectual Property licensing revenue and for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialinvolved. (cb) Except as and to the extent The Company does not have any material Liabilities of any nature other than (i) those set forth or adequately accrued or reserved against provided for in the audited balance sheet included in the Financial Statements as of the Company as at December March 31, 2009 2021 (such date, the “Company Balance Sheet Date” and such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s business since the Company does Balance Sheet Date in the ordinary course of business and consistent with past practice that are of the type that ordinarily recur and, individually or in the aggregate, are not have material in nature or amount and (iii) those incurred by the Company in connection with the execution of this Agreement. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Debt as of the Agreement Date, including, for each item of Company Debt, the agreement governing the Company Debt and the interest rate, maturity date, any liabilityassets securing such Company Debt and any prepayment or other 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, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown the “Accounts Receivable”) as reflected on the Company Balance Sheet and whether or not required by GAAP to as will be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred Closing Financial 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 one year following the Closing, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet, that are not, individually Sheet or in the aggregateCompany Closing Financial Certificate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in as the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure Lettercase may be. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True The Company has delivered to the Purchaser the annual audited consolidated balance sheets, income statements and complete copies statements of cash flow of the audited balance sheet Group Companies as of and for the Company as at year ended December 31, 20092013, as well as unaudited consolidated balance sheets, income statements and the related audited statements of incomecash flow for the three months ended March 31, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors 2014 (the foregoing financial statements and any notes thereto are hereinafter referred to as the “Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company ). Such Financial Statements (i) are correct and complete and have been prepared in accordance with from the books and records of the Company; (ii) have been Group Companies and fairly present, in all material respects, the financial condition, results of operations and cash flows of such Group Company at the date or periods therein indicated, and were prepared in accordance with GAAP applied on a consistent basis throughout during the periods indicated period involved (except, as to the unaudited financial statements, for the omission of notes thereto and normal year-end audit adjustments). (b) No Group Company has any debts (including any indebtedness for borrowed money that it has directly or indirectly created, incurred, assumed, guaranteed or indemnified, or with respect to which the Group Company has otherwise become directly or indirectly liable), liabilities or obligations of any nature, whether due or to become due, absolute, accrued, contingent or otherwise, other than (i) as reflected or reserved against in consolidated balance sheet included in the audited Financial Statements for the year ended December 31, 2013 or (ii) current liabilities that were incurred after the Balance Sheet Date in the ordinary course of the Group Companies’ business consistent with each other (except as may be indicated past practices that are not material in the notes thereto); and aggregate or (iii) fairly present, in all are not and would not be material respects, to the financial position, results of operations and cash flows business of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialGroup Companies. (c) Except as Each Group Company has good and marketable title to all assets set forth on the extent adequately accrued or reserved against in the audited balance sheet sheets of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes theretoFinancial Statements, except for (i) liabilities and obligationssuch assets as have been spent, incurred sold or transferred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure LetterSheet Date. (d) The books Each Group Company maintains a standard system of account accounting established and financial records of the Company are true and correct and have been prepared and are maintained administered in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies A copy of the audited consolidated balance sheet of the Company as at December 31, 2009, 2005 and the related audited statements consolidated statement of income, shareholders’ equity results of operations and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports report thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company as at March 31, 2006 (the “Balance Sheet”), and the related consolidated statements, results of operations and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) are attached hereto as Section 4.10(aSchedule 4.6(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) Schedules. Each of the Company Disclosure Letter, each of Financial Statements and the Company Interim Financial Statements (i) are correct and complete and have has been prepared in accordance with based on the books and records of the Company; Company (except as may be indicated in the notes thereto), (ii) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); ) and (iii) fairly presentpresents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company,, as the case may be, 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 any interim financial statements of the CompanyInterim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. (cb) Except as and set forth on Schedule 4.6(b) of the Disclosure Schedules, there are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to the extent adequately accrued be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (including, without limitation, any hedging contracts, interest rate protection agreements or similar agreements) (i) reflected or reserved against in on the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules theretoInterim Financial Statements, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty Financial Statements or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (iii) liabilities and obligations, incurred since the date of the Balance Sheet in the ordinary course of business consistent with past practice since the date of the Company Balance SheetCompany, or (iii) that are would not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company reasonably be expected to have a Material Contracts that do not exceed $25,000 individually or $50,000 in Adverse Effect on the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure LetterCompany. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheet sheets of the Company Group Companies as at of December 31, 20092019, December 31, 2020 and the December 3, 2021 and their related audited consolidated statements of income, shareholders’ ' equity and cash flows of the Companyflows, together with all related notes and schedules thereto, accompanied by thereto and the reports thereon of the Company’s Seller's independent auditors (the “Company "Financial Statements”") and (ii) the unaudited consolidated balance sheet of the Group Companies as of March 31, 2022 and the related unaudited consolidated statements of income, shareholders' equity and cash flows of the Group Companies (collectively, the "First Quarter Financial Statements"), which are attached hereto as Section 4.10(a3.7 (a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) Schedule. Each of the Company Disclosure Letter, each of Financial Statements and the Company First Quarter Financial Statements (i) are is correct and complete and have in all material respects, (ii) has been prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP IFRS applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be otherwise indicated in the notes theretoFinancial Statements and the First Quarter Financial Statements); , and (iii) fairly present, in all material respects, presents the consolidated financial positioncondition, results of operations and cash flows of the Company,, Group Companies as the case may be, as at of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein indicated in the Financial Statements and subjectthe First Quarter Financial Statements, and in the case of any interim financial statements of the CompanyFirst Quarter Financial Statements, is subject to normal and recurring year-end adjustments and the absence of footnotes, except that will such adjustments would not, individually or in the aggregate, be materialhave a material effect. (cb) Except as and to the extent adequately accrued fully provided for or reserved against in the audited consolidated balance sheet of the Company Group Companies as at of December 31, 2009 2021 (such balance sheet, together with all related notes and schedules thereto, is collectively referred to as the “Company "Balance Sheet”"), the Company does not have no Group Companies has any liability, indebtedness, expense, claim, deficiency, guaranty liabilities or obligation obligations of any type or nature, whether accrued, absolute, contingent, matured, unmatured contingent or otherwise, whether known or unknown and whether or not required by GAAP IFRS to be reflected in a consolidated balance sheet of the Company Group Companies or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure Letter. (dc) The books of account and financial records of the Company Group Companies are true and correct accurate, and have been prepared and are maintained in accordance with GAAPgood accounting practices. (d) The Group Companies have implemented and maintained a system of internal accounting controls sufficient to provide reasonable assurance (i) that the financial reporting is reliable, (ii) that transactions have been recorded as necessary to permit the Group Companies to prepare the Financial Statements, and (iii) that violations of anti-corruption, sanctions or export control Laws will be prevented, detected and obstructed. There has been no fraud in the past three (3) years involving management or other employees of the Group Companies who play a significant role in internal financial reporting matters, whether or not material.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Each of the audited balance sheet consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed as at December 31, 2009, to form in all material respects with applicable accounting requirements and the related audited statements of income, shareholders’ equity published rules and cash flows regulations of the Company, together SEC with all related notes and schedules respect thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) have been was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout during the periods indicated and consistent with each other involved (except as may be indicated in the notes thereto); ) and (iii) fairly present, presented in all material respects, respects the consolidated financial position, position of the Company and consolidated Company Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and shown (subject, in the case of any interim financial statements of the Companyunaudited statements, to the absence of footnote disclosure and to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialaudit adjustments). (cb) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet There are no Liabilities of the Company or disclosed in any of the notes theretoCompany Subsidiaries, except for other than: (i) liabilities Liabilities disclosed and obligationsreserved for on the Company Balance Sheet, (ii) Liabilities incurred after the Company Balance Sheet Date in the ordinary course of business consistent with past practice since (excluding Liabilities arising out of any breach of or default under a Contract or violation of Law), (iii) obligations expressly contemplated by, and fees and expenses payable to the date Company’s external Representatives for services rendered in connection with, this Agreement and the Transactions, (iv) Liabilities under Contracts of the Company Balance Sheetor a Company Subsidiary existing as of the Agreement Date or entered into after the Agreement Date as permitted under Section 5.01 (excluding Liabilities arising out of any breach or default under such Contracts), and (v) Liabilities that are notwould not reasonably be expected to have, individually or in the aggregate, material in amount, (ii) liabilities for performance under a Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure LetterAdverse Effect. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True The Company has delivered to Purchaser true, correct and complete copies of the (i) audited balance sheet of financial statements with respect to the Company as at for the fiscal year ended December 31, 20092004 and (ii) unaudited financial statements with respect to the Company for the quarter ended March 31, 2005 and the related audited statements subsequent partial period ended as of incomeMay 31, shareholders’ equity and cash flows of the Company2005 (collectively, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company "Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company "). The Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated Company and consistent with each other (except as may be indicated in the notes thereto); GAAP, and (iii) fairly present, and accurately present in all material respectsrespects the assets, liabilities (including reserves) and the financial position, condition and results of operations and cash flows of the Company,Company as of such balance sheet date or the period then ended, as the case may be, as at the respective dates thereof and . The Company's balance sheets for the respective periods indicated thereinquarter ended March 31, except 2005 and the subsequent partial period ended as otherwise noted therein of May 31, 2005 have adequate accruals for Taxes and subjectdeferred revenue, each of which the Company accrued in accordance with GAAP from December 31, 2004 until the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialClosing Date. (cb) Except Other than as set forth on SCHEDULE 3.15(b), the Company has not incurred any liabilities or obligations of any nature, except liabilities or obligations: (i) as and to the extent adequately accrued or reserved against in set forth on the audited Company's balance sheet sheets as of the Company as at December March 31, 2009 2005 (such balance sheet, together with all related notes and schedules thereto, the “Company "Balance Sheet”Sheet Date"), ; or (ii) incurred after the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred Balance Sheet Date in the ordinary course of business consistent with past practice since practice, and none of which has arisen due to a violation of law or breach of contract. (c) SCHEDULE 3.15(c) sets forth any "off- balance sheet arrangements." For purposes of the preceding sentence, "off-balance sheet arrangement" means with respect to any Person, any securitization transaction to which that Person is party and any other transaction, agreement or other contractual arrangement to which an entity unconsolidated with that Person is a party, under which that person, whether or not a party to the arrangement, has, or in the future may have: (i) any obligation under a direct or indirect guarantee or similar arrangement; (ii) a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement; (iii) derivatives to the extent that the fair value thereof is not fully reflected as a liability or asset in the financial statements; or (iv) any obligation or liability, including a contingent obligation or liability, to the extent that it is not fully reflected in the financial statements (including the footnotes thereto) (for this purpose, obligations or liabilities that are not fully reflected in the financial statements (including the footnotes thereto) include, without limitation: (A) obligations that are not classified as a liability according to GAAP; (B) contingent liabilities as to which, as of the date of the Company Balance Sheetfinancial statements, it is not probable that are nota loss has been incurred or, individually if probable, is not reasonably estimable; or (C) liabilities as to which the amount recognized in the aggregate, material in amount, (ii) liabilities for performance financial statements is less than the reasonably possible maximum exposure to loss under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) obligation as of the Company Disclosure Letter. (d) The books of account and financial records date of the Company are true and correct and have been prepared and are maintained in accordance with GAAPfinancial statements, but exclude contingent liabilities arising out of litigation, arbitration or regulatory actions (not otherwise related to off-balance sheet arrangements).

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited balance sheet of the Company as at December 31, 20092015 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and cash flows 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 auditors auditor (collectively referred to as the “Company 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 4.10(a3.7(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) Schedule. Each of the Company Disclosure Letter, each of Financial Statements and the Company 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 GAAP the Accounting Principles applied on a consistent basis throughout the periods indicated and consistent with each other (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 the case may be, 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 any interim financial statements of the CompanyInterim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (cb) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2009 2015 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty has no liability or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured contingent or otherwise, whether known or unknown and whether or not required by GAAP 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) liabilities and obligationsset forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, Sheet that are not, individually or in the aggregate, material in amount, to the Company or (iiiii) liabilities for performance under Company Material Contracts that which individually do not exceed $25,000 individually or $50,000 NOK 20,000 and, in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure Letterdo not exceed NOK 250,000. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

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, 20092015 and December 31, and the related audited statements of income, shareholders’ equity and cash flows of the Company2016, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the “Company Financial Statements”) and the unaudited consolidated financial statements of the Company and its Subsidiaries as at December 31, 2017 and January 31, 2018 (the “Balance Sheet Date” and the balance sheet included in such financial statements as of the Balance Sheet Date, together with all related notes and schedules thereto, the “Balance Sheet”) (collectively, such financial statements referred to as the “Interim Financial Statements”), are attached hereto as Section 4.10(aSchedule 3.7(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) Schedules. Each of the Company Disclosure Letter, each of Financial Statements and the Company 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) have been prepared in accordance with the Companies Xxx 0000 and UK GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); , and (iii) fairly present, in all material respects, the financial position, results of operations give a true and cash flows fair view of the Company,, as state of affairs of the case may be, 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 any interim financial statements of the CompanyInterim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (cb) 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, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have nor any liability, indebtedness, expense, claim, deficiency, guaranty of its Subsidiaries has any liability or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured contingent or otherwise, whether known or unknown and whether or not required by UK GAAP to be reflected in a consolidated balance sheet of the Company and its Subsidiaries or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Balance SheetSheet Date, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of to the Company Disclosure Letteror any of its Subsidiaries. (dc) 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 GAAPsound accounting practice.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Copies of the audited special purpose consolidated balance sheet of the Company as at of December 31, 20092014 and December 31, 2013 and the related audited statements special purpose consolidated statement of income, shareholders’ equity operations and special purpose consolidated statement of cash flows of the Companyflows, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors thereto (collectively referred to as the “Company Financial Statements”) ), are attached hereto as Section 4.10(a) Schedule 3.7(a). Each of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have has been prepared in accordance with based on the books and records of the Company; Company (except as may be indicated in the notes thereto), (ii) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); ) and (iii) fairly presentpresents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company,, as the case may be, Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject. (b) To the Knowledge of the Seller, in the case of any interim financial statements there are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company, to normal and recurring year-end adjustments that will notother than any such debts, individually liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the most recent balance sheet included in the aggregateFinancial Statements in the ordinary course of business of the Company, be material(iii) relating to any future performance under any agreement, contract or similar obligation of the Company (other than liabilities or obligations arising from any violation or breach of any such agreement, contract or similar obligation occurring prior to Closing), or (iv) that would not result in a liability in excess of $150,000. (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet The accounts receivable of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance SheetAccounts Receivable”), ) represent valid obligations arising from sales actually made or services actually performed by the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since practice. The Accounts Receivable, including all reserves shown on the date of the Company Balance SheetFinancial Statements, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure Letter. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained calculated in accordance with GAAPGAAP and consistent with past practices. There is no contest, claim or right to set-off, other than in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Financial Statements; No Undisclosed Liabilities. (a) True Section 5.10(a) of the Company Disclosure Letter includes true and complete copies of the audited balance sheet of the Company as at December 31, 2009, and the related audited statements of income, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Companies Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company The Companies Financial Statements (i) are correct and complete and have been prepared in accordance with the respective books and records of the CompanyCompanies; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,Companies on a combined basis, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialnoted. (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet Companies Balance Sheet, neither of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have Companies has any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company Companies on a combined basis or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Companies Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 250,000 individually or $50,000 1,500,000 in the aggregate, and (iii) liabilities described in Section 4.10(c5.10(c) of the Company Disclosure Letter. (d) The books of account and financial records of each of the Company Companies are true and correct and have been prepared and are maintained in accordance with GAAP. (e) To the Knowledge of the Companies, the Companies Financial Statements are in the form, in all material respects, that will be filed, together with the report of the Companies’ auditors thereon, as audited financial statements with Parent’s Form 8-K as soon as is reasonably practicable after the Closing.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Each of the audited balance sheet of consolidated financial statements (including, in each case, any notes thereto) contained in the Company as at December 31, 2009, and the related audited statements of income, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have been SEC Reports was prepared in accordance with the books and records of the Company; United States generally accepted accounting principals (ii“GAAP”) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and (iii) each fairly present, presents in all material respects, respects the consolidated financial position, results of operations and cash flows of the Company,, as the case may be, Company and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in therein. (b) There are no Liabilities or obligations of the case Company or any Company Subsidiary of any interim financial statements of kind whatsoever in existence on the Companydate hereof that, to normal and recurring year-end adjustments that will not, either individually or in the aggregate, would be material. (c) Except as and reasonably likely to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or naturea Material Adverse Effect, whether accrued, contingent, absolute, contingentdetermined, matured, unmatured determinable or otherwise, whether known or unknown and whether or not required by GAAP to be reflected set forth in a the Company’s balance sheet of the Company under GAAP, other than (A) Liabilities or obligations disclosed in the notes theretoCompany’s Quarterly Report on Form 10-Q, except as amended, for the quarter ended September 30, 2008 (ithe “Most Recent Financial Statements” and such date, the “Most Recent Reporting Date”), or (B) liabilities and obligations, Liabilities or obligations incurred in the ordinary course of business since the Most Recent Reporting Date consistent with past practice since practices, which individually and in the aggregate are not material. Since the Most Recent Reporting Date (x) there has been no Material Adverse Effect and (y) the Company has not taken any action that would, if taken after the date of the Company Balance Sheethereof, that are notor as disclosed under this Agreement, individually or in the aggregatebe prohibited by Section 5.01, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described except as set forth in Section 4.10(c3.06(b) of the Company Disclosure LetterSchedule. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete The Company has delivered to Acquiror copies of the audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 20092003, 2004 and 2005, and the related audited consolidated statements of incomeoperations, shareholders’ changes in stockholders' equity and cash flows of the CompanyCompany and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s 's independent auditors (collectively referred to as the “Company "Financial Statements”") are attached hereto as Section 4.10(a) and the unaudited consolidated balance sheet of the Company Disclosure Letter. and its Subsidiaries as at June 30, 2006 (b) Except as set forth the "Balance Sheet"), and the related consolidated statements of operations, changes in Section 4.10(b) stockholders' equity and cash flows of the Company Disclosure Letterand its Subsidiaries, each together with all related notes and schedules thereto (collectively referred to as the "Interim Financial Statements"). Each of the Company Financial Statements and the Interim Financial Statements (i) are correct and complete and have has been prepared in accordance with based on the books and records of the Company; Company and its Subsidiaries (except as may be indicated in the notes thereto), (ii) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); ) and (iii) fairly presentpresents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company,, as the case may be, 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 any interim financial statements of the CompanyInterim Financial Statements, to the absence of notes and normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (cb) Except as and to the extent adequately There are no debts, liabilities or obligations, whether accrued or reserved against in the audited balance sheet of the Company as at December 31fixed, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty absolute or obligation of any type or nature, whether accrued, absolute, contingent, matured, matured or unmatured or otherwisedetermined or determinable, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed any of its Subsidiaries of a nature required to be reflected on a balance sheet prepared in the notes theretoaccordance with GAAP, except for other than any such debts, liabilities or obligations (i) liabilities and obligations, reflected or reserved against on the Interim Financial Statements or the notes thereto or (ii) incurred since the date of the Balance Sheet in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure Letterits Subsidiaries. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True Attached to Schedule 3.06(a) are true, correct and complete copies of of: (i) the audited unaudited consolidated balance sheet of the Company and its Subsidiaries as at December 31of September 30, 2009, 2020 (the "Latest Balance Sheet") and the related statement of income for the nine (9) month period then ended, and (ii) the audited consolidated balance sheets and statements of income, shareholders’ equity income and cash flows of the CompanyCompany and its Subsidiaries for the fiscal years ended December 31, together with all related notes 2019 and schedules theretoDecember 31, accompanied by the reports thereon of the Company’s independent auditors 2018 (the “Company "Audited Financial Statements”" and, collectively with the Latest Balance Sheet and related statement of income for the nine (9) are attached hereto as Section 4.10(a) of month period then ended, the Company Disclosure Letter. (b) "Financial Statements"). Except as set forth in Section 4.10(b) of on Schedule 3.06(a), the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) present fairly present, in all material respects, in accordance with GAAP consistently applied, the financial position, condition and results of operations and cash flows of the Company,, Company and its Subsidiaries (taken as a whole) as of the case may be, as at the respective dates thereof and for the respective periods indicated referred to therein, except as otherwise noted therein and subject, subject in the case of any interim the unaudited financial statements to (x) the absence of the Company, to normal footnote disclosures and recurring other presentation items and (y) changes resulting from year-end adjustments that will notadjustments, individually or in the aggregate, be material. (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, each case that are not, individually or in the aggregate, expected to be material to the Company and its Subsidiaries taken as a whole. (b) Except as set forth on Schedule 3.06(b), neither the Company nor any of its Subsidiaries has any liabilities, debts or obligations, whether or not of a type that would be required to be reflected or reserved against on a consolidated balance sheet prepared in amountaccordance with GAAP consistently applied (collectively, "Liabilities"), except for (i) Liabilities reflected or reserved against on the Financial Statements or disclosed in the notes thereto, (ii) liabilities for performance under Company Material Contracts Liabilities that do not exceed $25,000 have arisen since the date of the Latest Balance Sheet in the ordinary course of business that are not, individually or $50,000 in the aggregate, and material, (iii) liabilities described Liabilities arising in Section 4.10(cconnection with the Transactions and (iv) of other Liabilities which would not, individually or in the aggregate, be material to the Company Disclosure Letterand its Subsidiaries, taken as a whole. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True Except as set forth in Schedule 3.6(a) of the Disclosure Schedule, true and complete copies of the audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 20092014 and December 31, 2013, and the related audited consolidated statements of income, shareholdersretained earnings, stockholders’ equity and cash flows 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 auditors (collectively referred to as the “Company Financial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at June 30, 2015, and the related consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 4.10(aSchedule 3.6(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) Schedule. Each of the Company Disclosure Letter, each of Financial Statements and the Company 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 GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company,, as the case may be, 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 any interim financial statements of the CompanyInterim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (cb) 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 August 31, 2009 2015 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), neither the Company does not have nor any liability, indebtedness, expense, claim, deficiency, guaranty of its Subsidiaries has any liability or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of the Company and its Subsidiaries or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of to the Company Disclosure Letteror any of its Subsidiaries. (dc) The books of account and financial records of the Company and its Subsidiaries are true and correct in all material respects and have been prepared and are maintained in accordance with GAAPsound accounting practice. (d) The financial projections relating to the Company most recently delivered to the Acquiror prior to the Closing Date constitute the Company’s best estimate of the information purported to be shown therein and were prepared in the ordinary course of business. The Company has no knowledge of any fact or information that would lead it to believe that such projections are incorrect or misleading in any material respect.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Each of the audited balance sheet consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed as at December 31, 2009, to form in all material respects with applicable accounting requirements and the related audited statements of income, shareholders’ equity published rules and cash flows regulations of the Company, together SEC with all related notes and schedules respect thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have been was prepared in accordance with IFRS (except, in the books and records case of the Company; (iiunaudited statements) have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods indicated and consistent with each other involved (except as may be indicated in the notes thereto); ) and (iii) fairly present, presented in all material respects, respects the consolidated financial position, position of the Company and consolidated Company Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and shown (subject, in the case of any interim financial statements of the Companyunaudited statements, to the absence of footnote disclosure and to normal and recurring year-end adjustments audit adjustments). (b) There are no Liabilities of the Company or any of the Company Subsidiaries of a type required by the IFRS to be recorded as a liability on a consolidated balance sheet of the Company or in the notes thereto, other than: (i) Liabilities disclosed and reserved for on the Company Balance Sheet, (ii) Liabilities incurred after the Company Balance Sheet Date in the ordinary course of business (excluding Liabilities arising out of any breach of or default under a Contract or violation of Law), (iii) obligations expressly contemplated by, and fees and expenses payable to the Company’s external Representatives for services rendered in connection with, this Agreement and the Transactions, (iv) Liabilities for performance required under Contracts of the Company or a Company Subsidiary existing as of the Agreement Date or entered into after the Agreement Date as permitted under Section ‎5.01 (excluding Liabilities arising out of any breach or default under such Contracts), and (v) Liabilities that will notwould not reasonably be expected to have, individually or in the aggregate, be material. (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure LetterAdverse Effect. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Schedule 4.05(a) sets forth the following financial statements of the audited Company: the Company’s unaudited consolidated balance sheet as of the Company as at December 31, 2009, 2016 (the “Latest Balance Sheet”) and the related statement of income for the twelve (12) month period then ended and the Company’s consolidated audited balance sheets and statements of incomeoperations, shareholdersstockholders’ equity equity, and cash flows of for the Companyfiscal years ended December 31, together with all related notes 2015 and schedules theretoDecember 31, accompanied by the reports thereon of the Company’s independent auditors 2014 (collectively, the “Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company ). The Financial Statements (i) are correct and complete and have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board endorsed by the European Union (“IFRS”), consistently applied, and present fairly in all material respects the financial condition and results of operations of the Group Companies (taken as a whole) as of the times and for the periods referred to therein, subject in the case of the unaudited financial statements to the absence of footnote disclosures and other presentation items. (b) The Financial Statements have been prepared on the basis of information derived from the books and records of the Group Companies, which are maintained in the ordinary course of business and are reliable, complete and accurate. The Group Companies 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 IFRS. None of the Group Companies or, to the knowledge of the Company; , any auditor, accountant or representative thereof has received any material complaint, allegation or assertion of a problem or claim in writing or, to the knowledge of the Company, otherwise regarding the accounting or auditing practices, procedures, methodologies or methods of any of the Group Companies or their respective accounting controls, except as such complaint, allegation or assertion has been finally resolved. (c) The accounts receivable of the Group Companies, as set forth on the Financial Statements or arising since the date thereof, (i) have arisen solely out of bona fide sales and deliveries of materials, supplies, goods, services, equipment, assets and other business transactions in the ordinary course of business, (ii) have been prepared billed or invoiced in the ordinary course of business in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); all applicable Law and (iii) fairly presentare not subject to valid defenses, in all material respectsset-offs or counterclaims, the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialother than customary trade discounts. (cd) Except as and to the extent adequately accrued The are no liabilities or reserved against in the audited balance sheet obligations of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation Group Companies of any type or naturekind whatsoever, whether accrued, contingent, absolute, contingentdetermined, matured, unmatured determinable or otherwise, whether known or unknown and whether or not required by GAAP to be reflected set forth on the Latest Balance Sheet in a balance sheet accordance with IFRS, except for liabilities or obligations (i) disclosed, set forth or reserved against on the face of the Company or disclosed in Latest Balance Sheet and the notes thereto, except for (iii) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Latest Balance SheetSheet (but excluding liabilities arising out of a breach of, that are notor default under, individually any agreement, breach of warranty, tort or in the aggregate, material in amount, (iiinfringement claim or lawsuit) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described incurred in Section 4.10(c) entering into this Agreement and taken into account in the calculation of the Company Disclosure LetterFinal Purchase Price. (de) The books of account and financial records None of the Company are true Group Companies is a party to any material “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the United States Securities and correct and have been prepared and are maintained in accordance with GAAPExchange Commission).

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited reviewed balance sheet of the Company as at December 31, 20092018 and December 31, 2017, and the related audited reviewed statements of income, cash flows and changes in shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the “Company Financial Statements”) and the unaudited balance sheet of the Company as at September 30, 2019 and the related unaudited statements of income, cash flows and changes in shareholders’ equity of the Company (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 4.10(aSchedule 3.7(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) Schedules. Each of the Company Disclosure Letter, each of Financial Statements and the Company 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 GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); ) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, 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 any interim financial statements of the CompanyInterim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (cb) Except as and to the extent adequately accrued or reserved against in the audited reviewed balance sheet of the Company as at December 31, 2009 2018 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty liability or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material to the Company. (c) The Audited Financial Statements (i) will be correct and complete in amountall material respects and will have been prepared in accordance with the books and records of the Company, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 will have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the aggregate, notes thereto) and (iii) liabilities described will fairly present, in Section 4.10(c) all material respects, the financial position, results of operations and cash flows of the Company Disclosure Letteras at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein. (d) The books of account and financial records of the Company are true and correct in all material respects and have been prepared and are maintained in accordance with GAAPsound accounting practice. To the Company’s knowledge, the Company maintains proper and adequate internal accounting controls, and, as of the date of this Agreement, there are no significant deficiencies in the design or operation of the Company’s internal controls over financial reporting which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data or material weaknesses in internal controls over financial reporting. There has been no fraud, whether or not material, that involved management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting. (e) The Accounts Receivable and the Deferred Revenue of the Company have or will have arisen from bona fide arm’s length transactions in the ordinary course of business. There has not been any material adverse change in the collectability of such Accounts Receivable or Deferred Revenue during the past 12 months. Schedule 3.7(e) of the Disclosure Schedules sets forth a list of all such Accounts Receivable that are more than 30 days past due as of the date of this Agreement, and of all such Accounts Receivable classified as doubtful accounts. Except as set forth on Schedule 3.7(e) of the Disclosure Schedules, the Company does not have any Accounts Receivable or Deferred Revenue from any Person which is an Affiliate of the Company or from any equity holder, director, member, manager, officer or employee of the Company or any Affiliates thereof. All Accounts Payable of the Company have or will have arisen from bona fide arm’s length transactions in the ordinary course of business. Since December 31, 2018, the Company has paid all Accounts Payable in the ordinary course of its business. Except as set forth on Schedule 3.7(e) of the Disclosure Schedules, the Company does not have any Accounts Payable to any Person that is an Affiliate of the Company or from any equity holder, director, member, manager, officer or employee of the Company or of any of its Affiliates. (f) The Company does not have any Company Products placed with its customers under an understanding permitting their return to the Company other than pursuant to a breach of warranty.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited annual balance sheet of the Company as at December 31, 2009since its date of inception, and the related audited statements of income, shareholdersstockholders’ equity and cash flows flow of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors thereto (collectively referred to as the “Company Financial Statements”) and the unaudited balance sheet of the Company as of November 30, 2016 (the “Balance Sheet”), and the related statements of income, stockholders’ equity and cash flow of the Company (collectively referred to as the “Interim Financial Statements”), are attached hereto as in Section 4.10(a4.6(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) Schedules. Each of the Company Disclosure LetterFinancial Statements, each of the Company Interim Financial Statements Statements, and the Preliminary Closing Statement: (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 GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, Company as the case may be, 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 any interim financial statements of the CompanyInterim Financial Statements, to normal and recurring year-end yearend adjustments that will not, individually or in the aggregate, be material. (cb) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty has no liability or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since December 31, 2015 (the date of the Company “Balance SheetSheet Date”), that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in to the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure LetterCompany. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True Schedule 3.05(a) to the Disclosure Schedule sets forth true and complete accurate copies of (i) (A) the audited unaudited balance sheet sheets and statements of operations, cash flows, and equity of the Company as at and for the fiscal years ended December 31, 20092019 and December 31, 2020 and (the related audited “Annual Financial Statements”) and (ii) an unaudited consolidated balance sheet and statements of income, shareholders’ equity and cash flows of the CompanyCompany at and for the nine (9) month period ended September 30, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors 2021 (the “Company Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter.). The Financial Statements (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct accurate, complete, and complete and have been prepared in accordance consistent with the books and records of the Company; , (ii) have been prepared in accordance with GAAP applied on a consistent tax-basis throughout the periods indicated and of accounting consistent with each other (except as may be indicated in the notes thereto); prior accounting periods, and (iii) fairly presentpresent in all material respects the financial position, results of operations, and changes in financial position of the Company as of the dates and for the periods indicated, subject, in the case of the Interim Financial Statements, solely to the normal recurring period end adjustments. The balance sheet of the Company as of September 30, 2021 (the “Company Balance Sheet Date”) is herein referred to as the “Company Balance Sheet.” The Company has no Liabilities that are not fully reflected or reserved against in the Company Balance Sheet, except (i) Liabilities incurred since the Company Balance Sheet Date in the ordinary course of business consistent, in all material respects, with past practice, none of which results from a breach or default under any Contract or violation of Applicable Law or any permit, license, authorization, or regulatory approval, or (ii) Liabilities that are executory performance obligations arising under existing Contracts to which the Company is a party or otherwise bound (that do not result from a breach or default thereunder) and that are not required to be reflected in financial positionstatements prepared on a tax-basis of accounting consistent with prior accounting periods. The Company is not a guarantor, results of operations and cash flows of the Company,indemnitor, as the case may besurety, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case or other obligor of any interim financial statements Indebtedness of any other Person. (b) Schedule 3.05(b) to the Disclosure Schedule sets forth an accurate and complete list of all Indebtedness of the Company, to normal and recurring year-end adjustments that will notincluding, individually or in the aggregate, be material. (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet for each item of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules theretoIndebtedness, the “Company Balance Sheet”), the Company does not have Contract governing such Indebtedness and any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure Letterassets securing such Indebtedness. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True The Company and the Shareholder have delivered to the Purchaser, the Company's unaudited consolidated balance sheet as at June 30, 1998 (the "Balance Sheet"), a copy of which is attached to Schedule 3.5 hereto. The Company has also delivered to the Purchaser the Company's unaudited statements of Profit and Loss for the two-month period ended August 26, 1998 and the 12-month periods ended June 30, 1997 and 1998 (collectively, the "Profit and Loss Statements"; and together with the Balance Sheet, the "Financial Statements"). The Financial Statements are complete copies and correct, have been prepared from the books and records of the audited balance sheet Company and fairly present the financial condition of the Company as at December 31, 2009, their respective dates and the related audited statements results of incometheir operations for the periods covered thereby. The Financial Statements include all adjustments, shareholders’ equity which consist only of normal recurring accruals, necessary for such fair presentation. Except as set forth in Schedule 3.5 hereto, the books and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) are attached hereto as Section 4.10(a) records of the Company Disclosure Letterare such that audited consolidated financial statements of the Company may be prepared for at least a two year period prior to the Closing without undue time or expense. (b) Except as to the extent set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company Balance Sheet or as at December 31specifically identified in Schedule 3.5 hereto, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) current liabilities and obligations, incurred in the ordinary course of business consistent with past practice practices (and not materially different in type or amount) since the date of the Company Balance Sheet, that are the Company does not have any liabilities or obligations of any nature, whether accrued, absolute, known or unknown, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account or not, individually and whether the amount thereof is readily ascertainable or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure Letternot. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True The Company has delivered to the Buyer true and complete copies of (i) the audited balance sheet unaudited Financial Statements with respect to the Business as of and for the Company as at years ended December 31, 20092015, 2016 and 2017 (the “Annual Financial Statements”), (ii) any management letters relating to the Annual Financial Statements received by the Company or any Existing Member from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the related audited statements Company and/or such Annual Financial Statements (collectively, the “Management Letters”), and (iii) monthly interim unaudited Financial Statements as of incomeand for the period (the “Interim Period”) ended April 30, shareholders’ equity 2018 (the “Balance Sheet Date”) and cash flows as of and for each month ended during the Company, Interim Period (together with all related notes and schedules theretothe Annual Financial Statements, accompanied by the reports thereon of the Company’s independent auditors (collectively, the “Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the ). The Company Financial Statements (i) are correct and complete and have been prepared in accordance with including the books and records of the Company; (iinotes thereto, if any) have been prepared in accordance with GAAP GAAP, applied on a consistent basis throughout the periods covered thereby (except for the omission of footnotes and subject to year-end adjustments). All of the Company Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Business for the dates or periods indicated thereon applied on a consistent basis throughout the periods indicated and consistent with each other (except for the absence of the footnotes and year-end adjustments). (b) Except for (i) the liabilities reflected on the Company’s balance sheet as may be indicated of the Balance Sheet Date included with the Company Financial Statements, (ii) trade payables and accrued expenses incurred since the Balance Sheet Date in the notes thereto); and ordinary course of business, none of which are material, (iii) fairly presentexecutory contract obligations under (x) Contracts listed in Schedule 3.13(a), and/or (y) Contracts not required to be listed in all material respects, Schedule 3.13(a) and (iv) the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, liabilities set forth in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (cSchedule 3.8(b) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”)hereto, the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty liabilities or obligation of any type or nature, obligations (whether accrued, absolute, contingent, maturedknown, unmatured unknown or otherwise, whether known or unknown and whether required to be reflected or reserved against in a balance sheet) including, but not limited to, liabilities for violation of Legal Requirements, breach of Contract or tort that would be required by GAAP to be reflected in the Balance Sheet. Without limiting the generality of the foregoing, since January 1, 2016, the Company and the Existing Members have not received any written notice with respect to (i) claims existing or to the Knowledge of the Company, threatened under or pursuant to any warranty, whether express or implied, on the Products or Services, (ii) claims existing as a balance sheet result of the sale of any Product or performance of any Service or based on the nature of the Products or Services, or (iii) claims in tort related to the negligence of the Company and the Acquired Subsidiaries or disclosed any employees, representatives or agents thereof. (c) Since January 1, 2016, there has not been, to the Knowledge of the Company, any fraud (whether or not material) that involved management or other employees who have or had a significant role in financial reporting. Except as set forth in the notes theretoCompany Financial Statements and the Management Letters, except for with respect to the periods covered thereby there have not been any significant deficiencies in the financial reporting of the Company which are or were reasonably likely to materially and adversely affect the ability to record, process, summarize and report financial information. (id) liabilities Except as otherwise set forth in Schedule 3.8(d) hereto, the accounts receivable reflected on the balance sheet as of the Balance Sheet Date included in the Company Financial Statements and obligations, incurred all of the Company’s accounts receivable arising since the Balance Sheet Date arose from bona fide transactions in the ordinary course of business consistent with past practice since and the date Company has fully rendered the Services. Except as otherwise set forth in Schedule 3.8(d) hereto, no such account has been assigned or pledged to any Person, and, except only to the extent fully reserved against as set forth in the balance sheet as of the Company Balance Sheet, that are not, individually or Sheet Date included in the aggregateCompany Financial Statements, material in amountno defense or set-off to any such account has been asserted by the account obligor or, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in to the aggregate, and (iii) liabilities described in Section 4.10(c) Knowledge of the Company Disclosure LetterCompany, exists. For the avoidance of doubt, the foregoing representation does not constitute a guaranty of the collectability of any Accounts Receivable. (de) The books of account and financial records Except as provided under the provisions of the agreements described in Schedule 3.8(e) hereto, the Company are true has legal and correct beneficial ownership of its Properties, free and have been prepared clear of any and are maintained in accordance with GAAPall Encumbrances.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Each of the audited balance sheet consolidated financial statements (including, in each case, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"), to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Company as at December 31Exchange Act, 2009, and the related audited statements of income, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods indicated indicated, and consistent with each other (except each, as may be indicated in the notes thereto); and (iii) fairly presentamended, supplemented or restated, if applicable, presented fairly, in all material respects, the consolidated financial position, position of Seller as of the respective dates thereof and the consolidated results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and Seller for the respective periods indicated therein, except as otherwise noted therein and (subject, in the case of any interim financial statements of the Companyunaudited statements, to adjustments of a normal and recurring year-end adjustments that will nottype which, individually or in the aggregate, be material. (c) Except as and are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the extent adequately accrued Product Line Business or reserved against in the audited balance sheet of Purchased Assets and the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation Inventory of any type or naturekind whatsoever, whether accrued, fixed, absolute, contingent, maturedknown, unmatured unknown, determined, determinable or otherwise, whether known or unknown otherwise (and whether due or not to become due), of a nature required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for financial statements other than (i) liabilities disclosed or provided for in the Financial Statements and obligations, (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the date of the Company Balance Sheet, that are not"FINANCIAL STATEMENT DATE") that, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company are not reasonably expected to have a Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure LetterAdverse Effect. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (x) the audited unaudited balance sheet of the Company as at December 31, 20092007, and the related unaudited statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company, (y) the audited balance sheets of the Company as at December 31, 2006 and December 31, 2005, and the related audited statements of income, shareholdersretained earnings, stockholders’ equity and cash flows 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 auditors (clauses (x) and (y) being collectively referred to as the “Company Financial Statements”) are attached hereto as Section 4.10(aSchedule 3.6(a) of the Disclosure Schedules and (z) the unaudited balance sheet of the Company Disclosure Letter. as at January 31, 2008, and the related unaudited statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (bcollectively referred to as the “Interim Financial Statements”) Except will be provided as set forth in Section 4.10(ba supplement to Schedule 3.6(a) of the Disclosure Schedules by the Company Disclosure Letter, each prior to the Closing. Each of the Company 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 GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, Company as at the respective dates thereof and for the respective periods indicated therein, except (A) as otherwise noted therein and subject, in the case of any interim financial statements of the CompanyInterim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialmaterial and (B) for the December 31, 2007 tax provision, deferred tax asset and deferred tax liabilities balances set forth in the Financial Statements as at December 31, 2007, which may change materially, provided that the amounts of such changes shall be provided by the Company to the Parent prior to the Closing. (cb) Except as and to the extent adequately accrued or reserved against in the audited unaudited balance sheet of the Company as at December 31, 2009 2007 (such balance sheet, sheet together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty has no liability or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in to the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure LetterCompany. (dc) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAPsound accounting practice.

Financial Statements; No Undisclosed Liabilities. (a) True The Company and complete copies of the audited Shareholder have delivered to the Purchaser the balance sheet of the Company as at December 31of November 30, 2009, 1996 and the related audited statement of income (loss) and supplementary information and the notes thereto for the one month and eleven months periods then ended, which financial statements of income(hereinafter referred to as the "Financial Statements") have been compiled by Xxxxxxx X. Xxxxxx & Associates, shareholders’ equity and cash flows of P.A., the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s 's independent auditors (the “Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company accountants. The Financial Statements (i) are true and 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 GAAP generally accepted accounting principles applied on a consistent basis consistently throughout the periods indicated involved except that the Company has elected to omit substantially all of the disclosures and consistent with each other (except as may be indicated in the notes thereto); statement of cash flows required by generally accepted accounting principles. The Financial Statements fully and (iii) fairly present, in all material respects, present the financial position, results of operations and cash flows condition of the Company,, as the case may be, Company as at the respective dates thereof and the results of the operations of the Company for the respective periods indicated therein, except as otherwise noted therein and subject, indicated. The balance sheets contained in the case of any interim financial statements Financial Statements fairly reflect all liabilities of the Company, to normal and recurring year-end adjustments that will not, individually or Company of the types normally reflected in balance sheets as at the aggregate, be material. (c) dates thereof. Except as and to the extent adequately accrued set forth in or reserved against provided for in the audited balance sheet of the Company as at December 31of November 30, 2009 1996 included in the Financial Statements (such balance sheet, together with all related notes and schedules thereto, the “Company "1996 Balance Sheet”)") or as identified in Exhibit B, the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) current liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of practices (and not materially different in type or amount), the Company Balance Sheethas no liabilities or obligations of any nature, that are notwhether accrued, individually absolute, contingent or in the aggregateotherwise, material in amountwhether due or to become due, (ii) liabilities for performance whether properly reflected under Company Material Contracts that do not exceed $25,000 individually generally accepted accounting principles as a liability or $50,000 in the aggregatea charge or reserve against an asset or equity account, and (iii) liabilities described in Section 4.10(c) of whether the Company Disclosure Letter. (d) The books of account and financial records of the Company are amount thereof is readily ascertainable or not. A true and correct and have been prepared and are maintained in accordance with GAAP.copy of the Financial Statements is attached hereto as Exhibit C.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited balance sheet of the Company Business as at December 31, 2009, December 31, 2010, December 31, 2011 and the related audited profit and loss statements of income, shareholders’ equity the Business (collectively referred to as the “Financial Statements”) and cash flows the balance sheet of the CompanyBusiness as at March 31, together with all 2012, and the related notes statements of profit and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors loss (collectively referred to as the “Company Interim Financial Statements”) are attached hereto as Section 4.10(a3.5(a) of the Company Disclosure Letter. (b) Schedules. Except as set forth in Section 4.10(b) 3.5 of the Company Disclosure LetterSchedules, each of the Company Financial Statements and the Interim Financial Statements (i) are correct and complete and have been derived from, and prepared in accordance with with, the books and records of the Company; Seller pertaining to the Business in all material respects, (ii) have been prepared prepared, in all material respects, in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); ) and (iii) fairly present, in all material respects, the financial position, position and results of operations and cash flows of the Company,, as the case may be, Business as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the CompanyInterim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (cb) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company Business as at December March 31, 2009 2012 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company Seller does not have any liability, indebtedness, expense, claim, deficiency, guaranty material liability or obligation of any type nature arising out of, relating to or natureaffecting the Business, whether accrued, absolute, contingent, matured, unmatured contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company Business or disclosed in the notes thereto, except for liabilities and obligations (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amountSheet and permitted under Section 5.1, (ii) liabilities for performance were incurred under Company Material Contracts that do not exceed $25,000 individually this Agreement or $50,000 in contemplated to be incurred under the aggregateAncillary Agreements, and (iii) liabilities described expressly set forth in Section 4.10(c3.5(b) of the Company Disclosure LetterSchedules. (dc) The books of account and financial records of the Company Seller pertaining to the Business are true and correct in all material respects and have been prepared and are maintained in accordance with GAAPsound accounting practice.

Financial Statements; No Undisclosed Liabilities. (a) True The Companies and complete copies of the audited Shareholder have delivered to the Purchaser the Companies' balance sheet of the Company sheets as at December 31, 20091996, December 31, 1997, December 31, 1998 10 and the related statements of operations, retained earnings and cash flows for the 12-month periods then ended, which in the case of such statements for the year ended December 31, 1998 are audited (collectively, the "Annual Financial Statements"), and the Companies' balance sheet as at February 28, 1999 (the "Balance Sheet") and the related audited statement of operations for the 2-month period then ended (the "Interim Financial Statements" and collectively with the Annual Financial Statements and the financial statements required to be delivered pursuant to Section 10.14, the "Financial Statements"). The Financial Statements are complete and correct in all material respects, have been prepared from the books and records of income, shareholders’ equity and cash flows each of the CompanyCompanies and in accordance with GAAP consistently applied and maintained throughout the periods indicated, together with all related notes and schedules thereto, accompanied by fairly present the reports thereon financial condition of each of the Company’s independent auditors (Companies as at their respective dates and the “Company Financial Statements”) are attached hereto as Section 4.10(a) results of their respective operations for the Company Disclosure Letterperiods covered thereby. (b) Except as to the extent set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company Balance Sheet or as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed identified in the notes theretoDisclosure Schedule, and except for current liabilities (idetermined in accordance with GAAP, consistently applied) liabilities and obligations, incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice since the date practices, neither of the Company Balance SheetCompanies has liabilities or obligations of any nature, that are whether accrued, absolute, known or unknown, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account or not, individually and whether the amount thereof is readily ascertainable or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure Letternot. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

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, 20092023 and June 30, 2023 (the “Interim Balance Sheet”); and (iv) the related audited statements of income, shareholders’ equity profit and loss and cash flows of for the Companysix (6) months ended June 30, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors 2023 (the foregoing financial statements, collectively, the “Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company ). The Financial Statements (i) are correct and complete and have been prepared in accordance with from the books and records of the Company; Company in accordance with Modified GAAP, consistently applied, (ii) have been prepared are correct in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); all material respects, 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,, Company as the case may be, 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 accurately 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 Company or Tribeca Automotive. (b) The Company does not have any Liabilities, except: (i) Liabilities reflected on, or reserved against in, the Financial Statements; (ii) Liabilities that have arisen since the date of the Interim Balance Sheet in the Ordinary Course of Business, none of which is a Liability resulting from or arising out of any interim financial statements breach of the Companycontract, to normal breach of warranty, tort, infringement, misappropriation, or violation of Law; (iii) Liabilities under executory Contracts; and recurring year-end adjustments that will not, individually or in the aggregate, be material(iv) Liabilities set forth on Schedule 3.7(b). (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for The Company’s transactions are (i) liabilities and obligations, incurred executed in the ordinary course of business consistent accordance with past practice since the date of the Company Balance Sheet, that are not, individually management’s general or in the aggregate, material in amountspecific authorizations, (ii) liabilities recorded as necessary by its Affiliate to permit preparation of financial statements in conformity with Modified GAAP and to maintain accountability for performance under Company Material Contracts that do not exceed $25,000 individually assets, (iii) access to assets is permitted only in accordance with management’s general or $50,000 in the aggregatespecific authorization, and (iiiiv) liabilities described in Section 4.10(c) of the Company Disclosure Letterrecorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) The books Schedule 3.7(d) sets forth a correct list of account and financial records all Indebtedness of the Company are true and correct and have been prepared and are maintained in accordance with GAAPidentifies for each item of Indebtedness the outstanding amount thereof as of the date of this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) True Section 2.8(a) of the 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 as at and the Subsidiary for the year ended December 31, 2009, 2003 (the “Annual Statements”) and the balance sheets and related audited statements of incomeoperations for the three-month period ended March 31, shareholders’ equity and cash flows of 2004 (the Company“Interim Statements” and, together with all related notes and schedules theretothe Annual Statements, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) are attached hereto ). The December 31, 2003 balance sheet is referred to herein as Section 4.10(a) of the Company Disclosure Letter“2003 Balance Sheet.” (b) Except as set forth in Section 4.10(b) Each of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have has been prepared in accordance with based on the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout Company and the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,Subsidiary, as the case may beapplicable, as at the respective dates thereof without audit and for the respective periods indicated thereinwithout examination by an independent accountant, except as otherwise noted therein and subject, subject in the case of any interim financial statements of the CompanyInterim Statements to normal, to normal and recurring year-end adjustments that (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 and the Subsidiary as of the dates or for the periods indicated. No financial statements of any Person other than the Company and the Subsidiary are required by GAAP to be included in the Financial Statements. The Financial Statements do not contain any material items of a special or nonrecurring nature, except as expressly stated therein. (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet There are no Liabilities of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for Subsidiary other than: (i) liabilities Liabilities accrued on the 2003 Balance Sheet; (ii) Liabilities specifically disclosed and obligations, identified as such in the schedules of this Agreement; and (iii) Liabilities incurred since the date of the 2003 Balance Sheet that have been incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheetand the Subsidiary and that do not, that are and will not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company have a Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of Adverse Effect on the Company Disclosure Letterand the Subsidiary. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited balance sheet of the Company as at December 31, 2009, and the related audited The consolidated financial statements of income, shareholders’ equity and cash flows of the Company, together with all related GAFRI (including any notes and schedules thereto, accompanied by ) included in the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements GAFRI SEC Documents (i) are correct complied as of their respective dates as to form in all material respects with all applicable accounting requirements and complete with the published rules and have been regulations of the SEC with respect thereto as in effect on the date of filing and effectiveness thereof, (ii) were prepared in accordance with GAAP as in effect on the dates of such financial statements, applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) during the periods involved, (iii) are consistent, in all material respects, with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated GAFRI and consistent with each other (except as may be indicated in the notes thereto); its Subsidiaries, and (iiiiv) fairly present, in all material respects, the consolidated financial position, position of GAFRI and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of the Company,, as the case may be, 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 any interim financial statements of the Companyunaudited statements, to normal and recurring year-end and audit adjustments that will not, individually or which were not expected to be material in the aggregate, be materialamount). (cb) 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 GAFRI included in its annual report on Form 10-K for the Company as at fiscal year ended December 31, 2009 2006, (such balance sheetii) as set forth, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have reflected or reserved against in any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of the Company or disclosed in (including the notes thereto) of GAFRI included in any other GAFRI SEC Documents filed with the SEC after the filing date of such annual report, except (iii) for (i) liabilities and obligationsobligations incurred since December 31, incurred 2006 in the usual, regular and ordinary course of business consistent with past practice since and not otherwise prohibited pursuant to this Agreement or (iv) for liabilities and obligations incurred in connection with the date Merger or any other transaction or agreement contemplated by this Agreement, neither GAFRI nor any of the Company Balance Sheetits Subsidiaries has any liabilities or obligations of any nature (whether accrued, that are notabsolute, individually contingent or otherwise), except in the aggregate, material in amount, (ii) each case for such liabilities for performance under Company and obligations which could not reasonably be expected to have a GAFRI Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure LetterAdverse Effect. (dc) The books annual statement for the fiscal year ended December 31, 2006 of account and each Material Subsidiary that is an insurance company, copies of which have been made available to Parent prior to the date hereof, fairly present in all material respects each such Material Subsidiary’s respective financial records condition as of the Company are true dates thereof and correct their respective results of operations and have been prepared cash flows for the periods then ended in conformity with SAP, except as may be reflected in the notes thereto and are maintained subject to normal year-end adjustments. The other information contained in accordance such annual statements presents in all material respects the information required to be contained therein in conformity with GAAPSAP consistently applied.

Financial Statements; No Undisclosed Liabilities. (a) True Set forth in Schedule 5.4(a) are correct and complete copies of (i) the audited consolidated balance sheets of the Company Group as of October 31, 2020, 2021 and 2022; (ii) the related audited consolidated statements of income and consolidated statements of cash flows for the years ended October 31, 2020, 2021 and 2022; (iii) an unaudited consolidated balance sheet of the Company Group as at December of January 31, 2009, and the related audited statements of income, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors 2023 (the “Company Interim Balance Sheet”) and (iv) the related unaudited consolidated statements of income and consolidated statements of cash flows for the three (3) months ended January 31, 2023 (the foregoing financial statements, collectively, the “Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company ). The Financial Statements (iA) are correct and complete and have been prepared in accordance with from the books and records of the Company; (ii) have been prepared Company Group in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other GAAP, consistently applied, (except as may be indicated B) are correct in the notes thereto); all material respects and (iiiC) fairly presentpresent fairly, in all material respects, the financial position, condition and results of operations and changes in cash flows of the Company,, Company Group as the case may be, as at of the respective dates thereof and for the respective periods indicated thereincovered thereby, except as otherwise noted therein and subjectwith respect to the Interim Balance Sheets only, in the case of any interim financial statements of the Company, subject 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 Group are correct in all material respects and 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. (cb) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the The Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company Group does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not Liabilities that would be required by GAAP to be reflected in on a balance sheet of the Company or disclosed prepared in the notes theretoaccordance with GAAP, except for except: (i) liabilities and obligationsLiabilities reflected on, incurred or reserved against in, the Financial Statements; (ii) Liabilities that have arisen since the date of the Interim Balance Sheet in the ordinary course of business consistent with past practice since practice, 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) Liabilities incurred in connection with the date of transactions contemplated hereby; (iv) Liabilities under Contracts described on the Company Balance Sheet, Schedules or under Contracts that are notnot required to be disclosed thereon (other than any Liability resulting from or arising out of any breach or violation of any such Contract, individually or any indemnification, warranty or similar obligation under any such Contract); (v) liabilities under any Company Benefit Plan; and (vi) Liabilities set forth on Schedule 5.4(b). (c) The Company Group maintains internal accounting controls sufficient to provide reasonable assurances that (i) material transactions are executed in the aggregate, material in amountaccordance with management’s general or specific authorizations, (ii) liabilities material transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for performance under Company Material Contracts that do not exceed $25,000 individually assets, (iii) access to material assets is permitted only in accordance with management’s general or $50,000 in the aggregatespecific authorization, and (iiiiv) liabilities described in Section 4.10(c) of the Company Disclosure Letter. (d) The books of account recorded accountability for material assets is compared with the existing assets at reasonable intervals and financial records of the Company are true and correct and appropriate action is taken with respect to any material differences that have been prepared and are maintained in accordance with GAAP.actually discovered. There has never been

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 Company’s fiscal year ended December 31, 20092014, and the related audited its unaudited, consolidated financial statements of income, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of for the Company’s independent auditors fiscal years ended December 31, 2015 and December 31, 2013 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Company Financial Statements”) ), which are attached hereto included as Section 4.10(aSchedule 2.4(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company . The Financial Statements (i) are correct derived from and complete and have been prepared in accordance with the books and records of the Company; , (ii) have been comply as to form with applicable accounting requirements with respect thereto, (iii) fairly and accurately present the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited Financial Statements to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete and (v) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialinvolved. (cb) Except as and to Neither the extent Company nor any Subsidiary has any Liabilities of any nature other than (i) those set forth or adequately accrued or reserved against provided for in the audited consolidated balance sheet of the Company and its Subsidiaries included in the Financial Statements as at of December 31, 2009 2015 (such date, the “Company Balance Sheet Date” and such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s and any Subsidiary’s business since the Company does Balance Sheet Date in the ordinary course consistent with past practice that are of the type that ordinarily 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 and (iii) those incurred by the Company in connection with the execution of this Agreement. Except for Liabilities reflected in the Financial Statements, neither the Company nor any Subsidiary has any 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 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 and are adequate. Without limiting the generality of the foregoing, neither the Company nor any liability, indebtedness, expense, claim, deficiency, guaranty Subsidiary is currently the guarantor of any debt or other obligation of any type 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. (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 or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown any Subsidiary maintains accounts and whether or not required by GAAP the names of all Persons authorized to make withdrawals therefrom. (e) The accounts receivable of the Company and each Subsidiary (the “Accounts Receivable”) as reflected on the Company Balance Sheet and as will be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred Closing Financial Certificate arose in the ordinary course of business consistent with past practice since the date of and represent valid and binding claims against debtors for sales and other charges. The Accounts Receivable arising after the Company Balance Sheet, that are not, individually Sheet Date and before the Closing Date (i) arose or shall arise in the aggregateordinary course of business, material in amount, and (ii) liabilities represented or shall represent valid and binding claims against debtors for sales and other charges. 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 under by the Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregateany Subsidiary of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance on any Accounts Receivable, and (iii) liabilities described in Section 4.10(cno agreement for deduction or discount has been made with respect to any such Accounts Receivable. Schedule 2.4(e) of the Company Disclosure LetterLetter sets forth, as of the Agreement Date, an aging of the Accounts Receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and any other reserves or allowances. Schedule 2.4(e) of the Company 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. (df) The Company and each Subsidiary have established and maintain a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company and each Subsidiary 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, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and each Subsidiary and (iv) that the amount recorded for assets on the books of account and financial records of the Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Neither the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, the Company’s independent auditors, any current or former employee, consultant, or director of the Company or any Subsidiary, has identified or been made aware of any fraud, whether or not material, that involves the Company’s or any Subsidiary’s management or other current or former employees, consultants, or directors of the Company or any Subsidiary who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any 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 any 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 Company or any Subsidiary or their internal accounting controls or any material inaccuracy in the Company’s or any Subsidiary’s financial statements. There are true 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 correct and have 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 adequately provided for in the Company Balance Sheet as required by such Topic 450. There has been prepared and are maintained no change in accordance with GAAPthe Company’s or any Subsidiary’s accounting policies since the Company’s or any Subsidiary’s inception, except as described in the Financial Statements.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Section 2.6(a) of the audited Disclosure Schedules set forth (i) unaudited consolidated financial statements of each Seller and its respective Subsidiaries listed therein, consisting of the balance sheet and statement of income, for the Company as at fiscal quarter ended March 31, 2022 (the “Balance Sheet Date”) and the fiscal year ended December 31, 20092021 (collectively, and the related audited statements of income, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Interim Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter), each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) the audited consolidated financial statements of each Seller and its respective Subsidiaries listed therein, consisting of balance sheets and statements of income for the fiscal years ended 2019 and 2020 (together with the Interim Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent consistent, as-reported basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly presentperiod involved, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, subject to normal and recurring year-end adjustments that will notand the absence of notes (none of which are material, individually or in the aggregate, be materialto the Business). The Financial Statements are based on the books and records of each Seller on a consolidated basis, and fairly present in all material respects the financial condition of each Seller on a consolidated basis as of the respective dates they were prepared and the results of the operations of each Seller on a consolidated basis for the periods indicated. (cb) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligationsLiabilities expressly set forth or adequately reserved against on the Interim Financial Statements, incurred (ii) Liabilities which have arisen after the Balance Sheet Date in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that and which are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Liabilities disclosed on Section 4.10(c2.6(b) of the Company Disclosure LetterSchedules and (iv) Liabilities under the executory portion of any Contract arising after the Closing (other than any Liabilities relating to otherwise arising from any tort or breach of Contract or Law relating thereto), there are no material Liabilities in connection or related to the Purchased Assets or the Business (whether accrued, absolute, contingent or otherwise). (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

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, 2009, and the related audited statements of income, shareholders’ equity and cash flows of the Company, together with all related (including any notes and schedules thereto, accompanied ) included in or incorporated by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) are attached hereto as Section 4.10(a) of reference into the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements SEC Documents (i) are correct complied or will comply as of their respective dates as to form in all material respects with all applicable accounting requirements and complete and have been prepared in accordance with the books published rules and records regulations of the Company; (ii) have been prepared SEC with respect thereto as in accordance with GAAP applied effect on a consistent basis throughout the periods indicated and consistent with each other date of filing thereof (except as may be indicated in the notes thereto); , (ii) were prepared or will be prepared in accordance with GAAP as in effect on the dates of such financial statements, applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) throughout the periods involved and (iii) fairly presented or will 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 the case may be, 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 any interim financial statements of the Companyunaudited statements, to normal and recurring year-end and audit adjustments that will not, individually or in as permitted by the aggregate, be materialrules and regulations of the SEC). (cb) Except (i) as and to the extent adequately accrued set forth, reflected or reserved against in the audited consolidated balance sheet sheets (including the notes thereto) of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), included in the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty SEC Documents or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or as otherwise disclosed in the notes theretoCompany SEC Documents, except (ii) for (i) liabilities and obligationsobligations incurred since March 31, incurred 2011 in the ordinary course of business consistent with past practice since practice, (iii) liabilities and obligations permitted or contemplated by this Agreement or incurred in connection with this Agreement and the Merger, or (iv) for liabilities or obligations which have been discharged or paid in full in the ordinary course of business, as of the date of hereof, neither the Company Balance Sheetnor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, that are notabsolute, contingent or otherwise) required by GAAP to be reflected on a consolidated balance sheet (including the footnotes thereof), other than those which would not have, individually or in the aggregate, material in amount, (ii) liabilities for performance under a Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure LetterAdverse Effect. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited balance sheet of the Company as at of December 31, 20092016, 2015 and 2014 and the related audited statements of income, shareholdersretained earnings, members’ equity and cash flows 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 auditors (collectively referred to as the “Company Financial Statements”) and the unaudited balance sheet of the Company as at July 31, 2017 (the “Balance Sheet”), and the related monthly statements of income and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 4.10(a4.6(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) Schedules. Each of the Company Disclosure Letter, each of Financial Statements and the Company Interim Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; , (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); ) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, 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 any interim financial statements of the CompanyInterim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material, and the absence of footnotes thereto. (cb) Except as and There are no liabilities of or with respect to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not that would be required by GAAP to be reserved, reflected in or otherwise disclosed on a consolidated balance sheet of the Company Company, other than (a) liabilities reserved, reflected, or otherwise disclosed in the notes theretoBalance Sheet, except for (ib) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Balance SheetJuly 31, that are not, individually or in the aggregate, material in amount2017, (iic) liabilities for performance under Company Material Contracts fees and expenses incurred in connection with the transactions contemplated by this Agreement and the Ancillary Agreements that do not exceed $25,000 individually will be classified as Transaction Expenses or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure Letter. (d) The books of account and financial records of liabilities that are not material to the Company are true and correct and have been prepared and are maintained in accordance with GAAPCompany.

Financial Statements; No Undisclosed Liabilities. Conopco has furnished SM with the unaudited consolidated financial statements (abalance sheet, income statement and statement of cash flows) True and complete copies of the audited balance sheet Iluminage as of the Company as at December 31, 2009, 2012 and the related audited unaudited consolidated financial statements (balance sheet, income statement and statement of incomecash flows) of Iluminage as of and for the nine (9) month period ended September 30, shareholders’ equity and cash flows 2013, copies of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) which are attached hereto as Section 4.10(a) of Schedule 5.5 (together, the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company "Iluminage Financial Statements"). The Iluminage Financial Statements (i) are correct and complete and have been were prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated Iluminage, and consistent with each other (except as may be indicated in the notes thereto); subject to matters resulting from audit procedures, fairly and (iii) fairly present, accurately present in all material respects, respects the financial positioncondition of Iluminage as of December 31, results 2012 and as of operations September 30, 2013, respectively. The books of account, ledgers, records and cash flows documents of Iluminage reflect in all material respects all information relating to the Company,business of Iluminage, as and the case may benature of all transactions giving rise to the obligations or accounts receivable of Iluminage. On the date hereof, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, set forth in the case Iluminage Financial Statements or in Schedule 5.5, Iluminage does not have any liabilities, debts or obligations, whether accrued, absolute or contingent, it is not a guarantor of any interim financial statements debt or obligation of another, nor has it except as set forth in the Certificate of Incorporation and By-laws of the Company, to normal and recurring year-end adjustments that will not, individually or given any indemnification (other than in the aggregate, be material. (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”Ordinary Course commercial agreements), the Company does not have loan, security or otherwise agreed to become directly or contingently liable for any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type person, and no person has given any guarantee of, or naturesecurity for, whether accruedany obligation of Iluminage. Since January 1, absolute2013, contingent, matured, unmatured and other than as set forth in Schedule 5.5 or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes theretoIluminage Financial Statements, except for (i) liabilities and obligations, incurred Iluminage has been operated in the ordinary and usual course of business consistent and has not entered into any transaction which was not in the Ordinary Course, and other than as set forth in Schedule 5.5 there has not been: 5.5.1. any Material Adverse Change in the assets, liabilities, condition (financial or otherwise) or business of Iluminage from that reflected in the Iluminage Financial Statements; 5.5.2. any waiver by Iluminage of a valuable right or of a debt owed to it; 5.5.3. any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation in excess of $25,000 by Iluminage, except in the Ordinary Course; 5.5.4. any change or amendment to a contract or arrangement by which Iluminage or any of its assets is bound or subject and that is material to the business of Iluminage; 5.5.5. any loans made by Iluminage to its employees, officers or directors, other than advances on travel expenses; 5.5.6. any material change in any compensation arrangement or agreement with past practice since any employee of Iluminage; 5.5.7. any sale, transfer or lease of, or mortgage or pledge or imposition or lien on, any of Iluminage's assets, other than in the date Ordinary Course; 5.5.8. any change in the accounting methods or accounting principles or practices employed by Iluminage; 5.5.9. any other event or condition known to Iluminage and related to Iluminage that would have a Material Adverse Effect; or 5.5.10. any arrangement or commitment by Iluminage to do any of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities things described in this Section 4.10(c) of the Company Disclosure Letter5.5. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete The Company has made available to Purchaser copies of the audited unaudited combined balance sheet sheets of the Company Business as at of and for the years ended December 31, 20092013, 2014 and 2015, in each case, with no Tax adjustment nor adjustment to goodwill with respect to the transactions contemplated by this Agreement, and the related audited statements combined statement of income, shareholders’ equity and cash flows income of the CompanyBusiness for the years then ended, together with all related notes and schedules thereto, accompanied by in each case giving effect to allocations of certain amounts representative of support provided to the reports thereon of Business prior to the Company’s independent auditors Reorganization (such unaudited statements are referred to herein as the “Company Financial Statements”) are attached hereto ). Except as Section 4.10(a) set forth in the notes thereto or as disclosed in Schedule 5.6(a), each of the Company Disclosure LetterFinancial Statements has been prepared in accordance with GAAP consistently applied (subject, in each case, to any normal year-end adjustments (but which are not expected to be material)) and presents fairly in all material respects the combined financial position and results of operations of the Business as of the dates and for the periods indicated therein. (b) Except as set forth for Tax adjustments and the liabilities disclosed in Section 4.10(b) of Schedule 5.6(b), the Company Disclosure Letter, each of and the Company Financial Statements (i) are correct and complete and Subsidiaries have been prepared in accordance with the books and records of the Company; (ii) have been no liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes theretoconsistently applied, except for (i) liabilities and obligations, incurred that are reflected on or set forth in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts incurred in the Ordinary Course of Business since the Balance Sheet Date or (iii) liabilities that do not exceed $25,000 individually or $50,000 are, in the aggregate, and (iii) liabilities described not in Section 4.10(c) excess of $10,000,000. For the purposes hereof, the unaudited combined balance sheet of the Company Disclosure LetterBusiness as of December 31, 2015 is referred to as the “Balance Sheet” and December 31, 2015 is referred to as the “Balance Sheet Date”. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited The unaudited balance sheet (the "COMPANY BALANCE SHEET") of the Company as at of December 31, 2009, 1998 (the "BALANCE SHEET DATE") and the related audited statements of income, shareholders’ equity profit and cash flows of loss statement for the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors year then ended (the “Company Financial Statements”"COMPANY FINANCIAL STATEMENTS") are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) Company and are complete and correct in all material respects, have each been prepared in accordance with GAAP in conformity with the practices consistently applied on a consistent basis by the Company throughout the periods indicated involved and consistent with each other (except as may be indicated in the notes thereto); and (iii) present fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, Company as of the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein specified. True and subject, in the case of any interim financial statements complete copies of the Company, Company Financial Statements have previously been supplied to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialParent. (cb) Except as and to the extent adequately accrued or reserved against in the audited balance sheet As of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”)Sheet Date, the Company does did not have any liability, indebtedness, expense, claim, deficiency, guaranty obligations or obligation liabilities of any type or nature, kind (whether accrued, absolute, contingent, matured, unmatured contingent or otherwise, whether known or unknown and whether due or to become due or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described in the Company Balance Sheet that would be required by GAAP to be reflected in disclosed on a balance sheet prepared as of the Balance Sheet Date in conformity with GAAP applied on a basis consistent with the Company Financial Statements. Since the Balance Sheet Date, the Company has not incurred any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted) that would be required to be disclosed on a balance sheet prepared as of the date hereof in conformity with GAAP applied on a basis consistent with the notes theretoCompany Financial Statements, except for (i) liabilities and obligations, other than those incurred in the ordinary course of business consistent with past practice since practice, none of which would have a Material Adverse Effect on the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure LetterCompany. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies The Company has made available to Acquirer its unaudited financial statements for each of the audited balance sheet of the Company as at fiscal years ending December 31, 2009, 2018 and 2019 and the related audited 11-month period ending November 30, 2020 (including, in each case, balance sheets, statements of incomeoperations and statements of cash flows) (collectively, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) ), which are attached hereto included as Section 4.10(aSchedule 2.4(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company . The Financial Statements (i) are correct derived from and complete and have been prepared in accordance with the books and records of the Company; , (ii) have been complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the financial condition of the Company at the dates therein indicated and the results of operations and cash flows of the Company 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 GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialinvolved. (cb) Except as and to the extent The Company does not have any material Liabilities of any nature other than (i) those set forth or adequately accrued or reserved against provided for in the audited balance sheet included in the Financial Statements as of November 30, 2020 (such date, the “Company as at December 31, 2009 (Balance Sheet Date” and such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s business since the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred Balance Sheet Date in the ordinary course of business and consistent with past practice since that are of the date type that ordinarily recur 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 consummation of the Transactions (including for Transaction Expenses), (iv) that are executory performance obligations arising under Contracts to which the Company is a party or otherwise bound. For clarity, (x) the mere existence of a claim, complaint or notice from a third party involving the Company arising after the Closing Date shall not constitute a breach of this Section 2.4 on the theory that such claim or the matters underlying such claim (absent an underlying breach of another applicable representation or warranty) constituted an unknown, unasserted, indeterminate, contingent, unaccrued, unmatured, unliquidated or other debt, liability or obligation of the Company Balance Sheetas of the Closing Date and (y) this Section 2.4 is not intended to, and shall not be deemed to, address the subject matter of other representations and warranties in Article II that are notqualified by the knowledge of the Company. (c) The Company has not applied for or accepted (i) any loan pursuant to the PPP in Section 1102 and Section 1106 of the CARES Act, individually respectively, or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually any funds pursuant to the Economic Injury Disaster Loan program or $50,000 in an advance on an Economic Injury Disaster Loan pursuant to Section 1110 of the aggregate, and CARES Act. (iiid) liabilities described in Section 4.10(cSchedule 2.4(d) of the Company Disclosure LetterLetter 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 other penalties payable in connection with the repayment of such Company Debt at the Closing. (de) 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 maintain accounts and the names of all Persons authorized to make withdrawals therefrom. (f) The accounts receivable of the Company as reflected on the Company Balance Sheet and as will be reflected in the Company Closing Financial Certificate arose in the ordinary course of business and consistent with past practice and represent bona fide claims against debtors for sales and other charges, and have been collected or to the knowledge of the Company, are collectible in the book amounts thereof within 60 days following the Closing, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet or in the Company Closing Financial Certificate, as the case may be. (g) 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, (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 of account and financial records of the Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company, its independent auditors or, 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 the 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. (h) As of and immediately prior to the Closing, in relation to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”): (i) The Company will be its own ultimate parent entity (as such term is defined in 16 C.F.R. § 801.1(a)(3) and is interpreted by the Premerger Notification Office of the United States Federal Trade Commission (“PNO”)) and will not be controlled (as such term is defined in 16 C.F.R. § 801.1(b) and is interpreted by the PNO) by any other person or entity (as such terms are true and correct and have been prepared defined in 16 C.F.R. § 801.1(a) and are maintained interpreted by the PNO). (ii) The annual net sales (as such term is defined in 16 C.F.R. § 801.11 and is interpreted by the PNO) of the Company will be below the $100 million (as adjusted) threshold set forth in 15 U.S. Code § 18a(a)(2)(B)(ii)(III) (currently $180.0 million). (iii) The total assets (as such term is defined in 16 C.F.R. § 801.11 and is interpreted by the PNO) of the Company will be below the $10 million (as adjusted) threshold set forth in 15 U.S. Code § 18a(a)(2)(B)(ii)(II) (currently $18.0 million). (iv) The Company will not be engaged in manufacturing (as such term is defined in 16 C.F.R. § 801.1(j) and is interpreted by the PNO). (i) The Company has identified all uncertain Tax positions contained in all Tax Returns filed by the Company and has established adequate reserves and made any appropriate disclosures in the Financial Statements in accordance with GAAPthe 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 the audited balance sheet The consolidated financial statements of the Company as at December 31, 2009, and the related audited statements of income, shareholders’ equity and cash flows of the Company, together with all related (including any notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) are attached hereto as Section 4.10(a) of included in the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements SEC Documents (i) are correct complied or will comply as of their respective dates as to form in all material respects with all applicable accounting requirements and complete and have been prepared in accordance with the books published rules and records regulations of the Company; SEC with respect thereto as in effect on the date of filing thereof, (ii) have been were prepared in accordance with GAAP as in effect on the dates of such financial statements, applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated therein or in the notes thereto); thereto and, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) 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 the case may be, 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 any interim financial statements of the Companyunaudited 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. (cb) 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, 2009 2006, (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except ii) for (i) liabilities and obligationsobligations incurred since June 30, incurred 2006 in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) for liabilities described and obligations incurred in Section 4.10(c) of connection with the Merger or any other transaction contemplated by this Agreement, neither the Company Disclosure Letternor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be reflected on a consolidated balance sheet. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies The Corporation has previously furnished or made available to Buyer the following financial statements (the “Financial Statements”) of the Corporation: (i) the audited consolidated balance sheet sheets of the Company Corporation as at of (x) December 31, 20092012 (the “Latest Balance Sheet”) and (y) December 31, 2011, and December 31, 2010; (ii) the related audited consolidated statements of income, shareholdersstockholders’ equity and cash flows of the Company, together with all Corporation (including any related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”notes) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, for each of the Company Financial Statements (i) are correct years ended December 31, 2012, December 31, 2011, and complete and have been prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto)December 31, 2010; and (iii) the unaudited consolidated financial statements of the Corporation as of the last day of each elapsed month during 2013 that ended prior to November, 2013 and for each one-month and year-to-date periods then ended (the “Interim Financial Statements”), together with, in the case of each financial statement referred to in clause (i) and (ii), the reports thereon of Stayner, Xxxxx & Xxxxxx, PC. The balance sheets included in the Financial Statements 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 the case may be, 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 notes thereto and except that the Interim Financial Statements contain estimates of any interim financial statements of the Companycertain 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. (cb) 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, 2009 (such balance sheet, together with all related notes and schedules theretoFinancial Statements, the “Company Balance Sheet”), the Company Corporation does not have any liabilityIndebtedness, indebtedness, expense, claim, deficiency, guaranty obligations or obligation Liabilities of any type or nature, kind (whether accrued, absolute, contingent, matured, unmatured contingent or otherwise, whether known or unknown and whether or not ) which is of a nature required by 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 or obligations (i) liabilities and obligations, incurred otherwise specifically disclosed in this Agreement or in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, Disclosure Schedules hereto or (ii) that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in to the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure LetterCorporation. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True Schedule 2.5(a) to the Disclosure Memorandum sets forth (i) the unaudited balance sheets and complete copies of the audited balance sheet of the Company as at December 31, 2009, and the related audited statements of income, shareholders’ equity operations and cash flows of Seller at and for the Companythree fiscal years ended December 31, together with all related notes 2021, 2022, and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors 2023 (the “Company Annual Financial Statements”) are attached hereto as Section 4.10(aand (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the Company Disclosure Letter. three-month period ended March 31, 2024 (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter“Interim Financial Statements” and collectively with the Annual Financial Statements, each of the Company “Financial Statements”). The Financial Statements (i) are correct accurate and complete except in di minimis respects, and have been prepared in accordance with based on the books and records of the Company; Seller, (ii) have been prepared in accordance conformity with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other prior accounting periods (except as may be indicated in the notes thereto); , and (iii) fairly present, present in all material respects, respects the financial position, results of operations operations, and cash flows changes in financial position of Seller as of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated thereinindicated, except as otherwise noted therein and subject, in the case of any interim financial statements of the CompanyInterim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. (c) Except as and to the extent adequately accrued or reserved against in the audited . The balance sheet of the Company Seller as at December of March 31, 2009 2024 (such balance sheet, together with all related notes and schedules thereto, the “Company Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet”).” Seller has no material Liabilities that are not fully reflected or reserved against, the Company does not have any liabilityas prescribed by GAAP, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that are would not, individually or in the aggregate, material in amountreasonably be expected to be materially adverse to Seller and its Subsidiaries, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure Letter. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.taken as

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, 20092021 (the “Stub Period Balance Sheet”) and as 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, shareholders’ equity and cash flows of for the Company, together with all related notes two-month period then ended and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors for each earlier month in such period (the “Company Interim Financial Statements”) are attached hereto as Section 4.10(a) ). b. Each of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company foregoing Financial Statements (i) are correct is accurate and complete and have been prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, respects and presents fairly in all material respects the financial positioncondition, results of operations and cash flows of the Company,, Company Group (taken as a whole) throughout the case may be, as at periods covered thereby and have been prepared in accordance with GAAP consistently applied throughout the respective dates thereof and for 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 any interim financial statements of the Company, 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). (c) 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, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or natureGroup, whether known, unknown, accrued, absolute, direct or indirect, contingent, matureddetermined, unmatured determinable or otherwise, whether known due or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, become due (“Liabilities”) except for (i) liabilities and obligationsLiabilities disclosed in Section 4.5(c) of the Disclosure Schedules, (ii) Liabilities reserved or reflected against in the Financial Statements, (iii) 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 Company 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 amountthe 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) liabilities transactions are recorded as necessary to permit preparation of the Company Group’s consolidated financial statements and to maintain accountability for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregateits assets, and (iii) liabilities described access 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 4.10(c4.5(e) of the Company Disclosure Letter. (d) The books of account and financial records Schedules, no any member of the Company are true and correct and have been prepared and are maintained in accordance with GAAPGroup has any Indebtedness.

Financial Statements; No Undisclosed Liabilities. The Company and the Shareholders have delivered to the Purchaser the Company's balance sheets as at November 30, 1996, August 31, 1996, December 31, 1995, December 31, 1994, December 31, 1993, and December 31, 1992, and the related statements of income for the periods then ended, which financial statements (ahereinafter referred to as the "Financial Statements") True have been prepared by the Company. The Financial Statements are true and complete copies correct in all material respects. The Financial Statements fully and fairly present the financial condition of the audited Company as at the dates thereof and the results of the operations of the Company for the periods indicated. The balance sheets contained in the Financial Statements fairly reflect all liabilities of the Company of the types normally reflected in balance sheets as at the dates thereof and except to the extent set forth in or provided in the balance sheet of the Company as at December 31of November 30, 2009, and 1996 included in the related audited statements of income, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present"November 30, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company 1996 Balance Sheet”)") or as identified in Exhibit E, the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) current liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of practices (and not materially different in type or amount), the Company Balance Sheethas no liabilities or obligations of any nature, that whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. The Shareholders are not, individually or not aware of any material omissions in the aggregate, material Financial Statements. The Financial Statements can be audited by the Purchaser's independent certified public accountants and may be presented in amount, conformity with the accounting rules of Regulation S-X under the Securities Act (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure Letter. (d) The books of account and financial records of the Company are as hereinafter defined). A true and correct and have been prepared and are maintained in accordance with GAAP.copy of the Financial Statements is attached hereto as Exhibit E.

Financial Statements; No Undisclosed Liabilities. (a) True Seller Parent has filed or otherwise transmitted all forms, reports, statements, certifications and complete copies other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2012 (all such forms, reports, statements, certificates and other documents filed since January 1, 2012 and prior to the date hereof, collectively, the “Company SEC Documents”). As of their respective dates, or, if amended, as of the audited balance sheet date of the last such amendment, each of the Company SEC Documents complied as at December 31to form in all material respects with the applicable requirements of the Securities Act of 1933, 2009as amended, and the related audited statements of income, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors regulations promulgated thereunder (the “Company Financial StatementsSecurities Act”) are attached hereto and the Securities Exchange Act of 1934, as Section 4.10(aamended, and the applicable rules and regulations promulgated thereunder, (the “Exchange Act) as the case may be, each as in effect on the date so filed. As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such amendment or superseding filing), none of the Company Disclosure LetterSEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Except as set forth The consolidated financial statements of Seller Parent (including any related notes thereto) included in Section 4.10(b) of the Company Disclosure LetterSEC Documents together, in the case of a year-end statement, with reports thereon by Battelle Xxxxx Kingston LLP, Certified Public Accountants, the independent auditors of Seller Parent for the periods included therein, including in each case a consolidated balance sheet, a consolidated statement of income, a consolidated statement of stockholders’ equity and a consolidated statement of cash flows, and accompanying notes (the Company “Seller Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (iiStatements”) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other involved (except as may be indicated in the notes thereto); ) and (iii) fairly present, present in all material respects, respects the consolidated financial position, results position of operations Seller Parent and cash flows of the Company,, as the case may be, as its Subsidiaries at the respective dates thereof and the results of their operations and cash flows for the periods indicated. The consolidated balance sheets (including the related notes) included in the Seller Financial Statements fairly present in all material respects the consolidated financial position of Seller Parent and its Subsidiaries as at the respective dates thereof, and the consolidated statements of income, consolidated statements of stockholders’ equity and consolidated statements of cash flows (in each case including the related notes) included in such Seller Financial Statements present fairly in all material respects the consolidated results of operations, stockholders’ equity and cash flows of Seller Parent and its Subsidiaries for the respective periods indicated thereinindicated, except as otherwise noted therein and subject, in the case of any interim therein. The unaudited consolidated financial statements of Seller Parent (including any related notes thereto) included in Seller Parent’s Quarterly Reports on Form 10-Q filed with the CompanySEC since December 29, 2013 have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or may be permitted by the SEC under the Exchange Act) and fairly present in all material respects the consolidated financial position of Seller Parent and its Subsidiaries as of the respective dates thereof and the results of their operations and cash flows for the periods indicated (subject to normal and recurring yearperiod-end adjustments that will not, individually or in the aggregate, be materialadjustments). (c) Except Seller Parent maintains disclosure controls and procedures (as and defined in Rule 13a-15(e) under the Exchange Act) designed to ensure that material information relating to Seller Parent, including its Subsidiaries, is made known to the extent adequately accrued chief executive officer and the chief financial officer of Seller Parent by others within those entities. Seller Parent maintains internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (d) There are no outstanding or reserved against unresolved comments in comment letters from the audited balance sheet SEC staff with respect to any of the Company SEC Documents. To the Knowledge of Sellers, as at December 31of the date hereof, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), none of the Company does not have SEC Documents are the subject of ongoing SEC review. (e) To the Knowledge of the Sellers, neither Seller Parent nor any liability, indebtedness, expense, claim, deficiency, guaranty of its Subsidiaries has any material Liabilities or obligation obligations of any type or nature, whether or not accrued, absoluteknown or unknown, contingent, matured, unmatured contingent or otherwise, whether known or unknown and whether or not required by GAAP to be disclosed or reflected in on or reserved against a consolidated balance sheet of the Company (or disclosed in the notes thereto) of Seller Parent and its Subsidiaries, except for liabilities and obligations (i) liabilities and obligationsreflected or reserved against in Seller Parent’s consolidated balance sheet as of September 28, 2014 (or the notes thereto) (the “Balance Sheet”) included in the Company SEC Documents, (ii) incurred in the ordinary course Ordinary Course of business consistent with past practice Business since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure Letter. (d) The books of account and financial records of the Company are true and correct and which have been prepared discharged or paid in full prior to the date of this Agreement and are maintained in accordance with GAAP(iv) incurred pursuant to the transactions contemplated by this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited consolidated balance sheet of the Company and the Company Affiliates as at December 31, 20092004, 2005, 2006, and the related audited consolidated statements of income, shareholdersretained earnings, stockholders’ equity and statements of cash flows of the CompanyCompany and the Company Affiliates, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company and the Company Affiliates as at August 31, 2007 (the “Balance Sheet Date”), and the related consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company and the Company Affiliates, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) are attached hereto as Section 4.10(a3.6(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) . Each of the Company Disclosure Letter, each of Financial Statements and the Company Interim Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iiiii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company,, as Company and the case may be, Company Affiliates as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the CompanyInterim Financial Statements, to normal and recurring year-end adjustments that will notwould not reasonably be expected to be, individually or in the aggregate, be material. (cb) Except as and to the extent adequately accrued or reserved against reflected in the audited balance sheet Financial Statements or the Interim Financial Statements, neither the Company nor any of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have Affiliates has any liability, indebtedness, expense, claim, deficiency, guaranty liability or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured contingent or otherwise, whether known or unknown and whether or not unknown, (i) that is required by GAAP to be reflected in a consolidated balance sheet of the Company and the Company Affiliates or disclosed in the notes thereto, except for (i) liabilities and obligations, (1) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice since the date of the Company Balance Sheetpractice, that are not(2) that, individually or in the aggregate, material in amounthave not and would not reasonably be expected to have a Material Adverse Effect or (3) expressly permitted or required by this Agreement, or (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually arising out of or $50,000 in the aggregaterelated to Coram Healthcare Corporation. (c) The records, systems, controls, data and (iii) liabilities described in Section 4.10(c) information of the Company Disclosure Letteris recorded, stored, maintained and operated under means (including any electronic, mechanical, scanning/imaging, or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not have a materially adverse effect on the system of internal accounting controls described in the following sentence. The Company has devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the timely preparation and reliability of financial statements in accordance with GAAP. The Company has designed controls and procedures to ensure that material information relating to the Company is made known to the management of the Company by others within the Company. (d) The books There are no significant deficiencies, including material weaknesses, in the design or operation of account the Company’s internal controls that materially adversely affect the Company’s ability to record, process, summarize, and report financial records data. To the knowledge of the Company, the officers of the Company are true have identified for the Company’s auditors any material weaknesses in internal controls and correct and any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls. The Company has made available to Acquiror a summary of any such disclosures that have been prepared and are maintained in accordance with GAAPmade by management to the Company’s auditors since January 1, 2004.

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, 2009, and the related audited statements of income, shareholders’ equity and cash flows of the Company, together with all related (including any notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) are attached hereto as Section 4.10(a) of included in the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements SEC Documents (i) are correct complied as of their respective dates as to form in all material respects with all applicable accounting requirements and complete with the published rules and have been regulations of the SEC with respect thereto as in effect on the date of filing and effectiveness thereof, (ii) were prepared in accordance with GAAP as in effect on the dates of such financial statements, applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) during the periods involved, (iii) are consistent, in all material respects, with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated Company and consistent with each other (except as may be indicated in the notes thereto); its Subsidiaries, and (iiiiv) 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 the case may be, 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 any interim financial statements of the Companyunaudited statements, to normal and recurring year-end and audit adjustments that will not, individually or which were not expected to be material in the aggregate, be materialamount). (cb) 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 included in its annual report on Form 10-K for the fiscal year ended December 31, 2009 2005, (such balance sheetii) as set forth, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have reflected or reserved against in any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet (including the notes thereto) of the Company or disclosed included in any other Company SEC Documents filed with the SEC after the filing date of such annual report, (iii) for liabilities and obligations incurred since December 31, 2005 in the notes theretousual, except for (i) liabilities regular and obligations, incurred in the ordinary course of business consistent with past practice since and not otherwise prohibited pursuant to this Agreement or (iv) for liabilities and obligations incurred in connection with the date of Merger or any other transaction or agreement contemplated by this Agreement, neither the Company Balance Sheetnor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, that are notabsolute, individually contingent or otherwise), except in the aggregate, material in amount, (ii) each case for such liabilities for performance under and obligations which could not reasonably be expected to have a Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure LetterAdverse Effect. (dc) The books annual statement for the fiscal year ended December 31, 2005 of account each of Provident American Life & Health Insurance Company, United Benefit Life Insurance Company and Central Reserve Life Insurance Company filed with the Ohio Department of Insurance and of Continental General Insurance Company filed with the Nebraska Department of Insurance (collectively, the "Company State Regulatory Filings"), copies of which have been made available to Parent prior to the date hereof, fairly present in all material respects each such Subsidiary's respective financial records condition as of the Company are true dates thereof and correct their respective results of operations and have been prepared cash flows for the periods then ended in conformity with SAP, except as may be reflected in the notes thereto and are maintained subject to normal year-end adjustments. The other information contained in accordance such annual statements presents in all material respects the information required to be contained therein in conformity with GAAPSAP consistently applied.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Set forth on Schedule 3.7(a) are: (i) the audited consolidated balance sheets of the Company and Excel Leasing as of December 31, 2021 and 2022; (ii) the related audited consolidated statements of operation for the years ended December 31, 2021 and 2022; (iii) the related audited consolidated statements of cash flows for the years ended December 31, 2021 and 2022; (iv) an unaudited balance sheet of the Company as at December 31for the nine months ended September 30, 2009, 2023 (the “Interim Balance Sheet”); and (v) the related audited unaudited statements of income, shareholders’ equity profit and loss and cash flows of for the Companynine months ended September 30, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors 2023 (the foregoing financial statements, collectively, the “Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company ). The Financial Statements (i) are correct and complete and have been prepared in accordance with from the books and records of the Company; Company in accordance with GAAP, consistently applied, (ii) have been prepared are correct in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); all material respects, 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,, Company as the case may be, 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 any interim financial statements of the Companyunaudited 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) The Company does not have any Liabilities, except: (i) Liabilities reflected on, or reserved against in, the Financial Statements; (ii) Liabilities that have arisen since the date of the Interim Balance Sheet in the Ordinary Course of Business, 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) Liabilities set forth on Schedule 3.7(b). (c) Except as and The Company maintains internal accounting controls sufficient to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for provide reasonable assurances that (i) liabilities and obligations, incurred transactions are executed in the ordinary course of business consistent accordance with past practice since the date of the Company Balance Sheet, that are not, individually management’s general or in the aggregate, material in amountspecific authorizations, (ii) liabilities transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for performance under Company Material Contracts that do not exceed $25,000 individually assets, (iii) access to assets is permitted only in accordance with management’s general or $50,000 in the aggregatespecific authorization, and (iiiiv) liabilities described 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 Section 4.10(cany 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 Disclosure Letterwho 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) The books Schedule 3.7(d) sets forth a correct list of account and financial records all Indebtedness of the Company are true and correct and have been prepared and are maintained in accordance with GAAPidentifies for each item of Indebtedness the outstanding amount thereof as of the date of this Agreement.

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, 20092023 (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, 2023, 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, shareholders’ equity comprehensive income and cash 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 auditors (the “Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letterso delivered shall be true, correct and complete copies thereof. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company The Financial Statements (i) are correct and complete and have been prepared in accordance or, with respect to the Interim Financial Statements, will be, derived from the books and records of the Company; Company and the Company Subsidiaries, (ii) have been were or, with respect to the Interim Financial Statements, will be, prepared in accordance with GAAP IFRS applied on a consistent basis throughout the periods indicated covered thereby and consistent with each other (other, except as may be indicated in the notes thereto); otherwise noted therein, and (iii) fairly present or, with respect to the Interim Financial Statements, will present, fairly, in all material respects, the consolidated financial position, position and results of operations and cash flows of the Company,Company and the Company Subsidiaries, as the case may be, 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, with respect to the Interim Financial Statements, subject to the absence of notes and subject, normal year end adjustments (which if presented would not differ materially from those presented in the case of any interim financial statements Audited Financial Statements). (c) Except as set forth in Section 4.07(c) of the CompanyCompany 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 relates to normal and recurring year-end adjustments any cause of action claim or lawsuit), (iii) for Liabilities that will notwould not reasonably be expected, individually or in the aggregate, to be material. (c) Except as and material to the extent adequately accrued 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 in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in on a balance sheet of the Company or disclosed prepared in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent accordance with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure LetterIFRS. (d) The books Company and the Company Subsidiaries maintain a system of account internal accounting controls and financial records procedures that are sufficient to provide reasonable assurance that (i) material transactions of the Company and the Company Subsidiaries are true and correct and have been prepared and executed only with management’s authorization, (ii) transactions are maintained recorded as necessary to permit preparation of financial statements in accordance with GAAPIFRS and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the 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 any internal or external allegations that any of Company and the Company Subsidiaries or any of the officers or accounting managers thereof have engaged in fraud, whether or not material, that occurred during any period covered by the Financial Statements, including without limitation any fraudulent accounting practices relating to the Company and the Company Subsidiaries.

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, 20092019 and December 31, 2020, 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, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) ), which are attached hereto included as Section 4.10(aSchedule 2.4(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company . The Financial Statements (i) are correct derived from and complete and have been prepared in accordance with the books and records of the Company; Company in all material respects, (ii) have been complied in all material respects 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 the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company 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), (iv) are true, correct and complete in all material respects and (v) were prepared in accordance with GAAP GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods indicated involved. (b) The Company does not have any Liabilities of any nature other than (i) those set forth and consistent with each other (except as may be indicated adequately provided for in the notes thereto); and balance sheet included in the Financial Statements as of June 31, 2021 (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 Company,, as ’s business since the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, Company Balance Sheet Date in the case ordinary course of any interim financial statements business that are of the Company, 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 Law, (iii) the Unpaid Company Transaction Expenses, (iv) those that are executory obligations under the Contracts of the Company made available to Acquirer, or (v) those that would not, or would not reasonably be materialexpected to, be material to the Company or the Business. 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. 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 other Person. (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet Schedule 2.4(c) of the Company as at December 31Disclosure Letter sets forth a true, 2009 (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 “Company Balance Sheet”), agreement governing the Company does not have Debt and the interest rate, maturity date, any liability, indebtedness, expense, claim, deficiency, guaranty assets securing such Company Debt and any prepayment or obligation other penalties payable in connection with the repayment of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet such Company Debt at the Closing. (d) Schedule 2.4(d) of the Company or disclosed in Disclosure Letter sets forth the notes thereto, except for 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. (ie) liabilities and obligations, incurred The accounts receivable of the Company (the “Accounts Receivable”) 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, that are not, individually . 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 aggregate, material in amountordinary course of business, (ii) liabilities represented or shall represent bona fide claims against debtors for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, sales and other charges and (iii) liabilities described have been collected or, to the knowledge of the Company, are collectible in Section 4.10(cthe 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). (df) The books Company has established and maintains a system of account internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and financial records expenditures of the Company are true being executed and correct and have been prepared and are maintained made in accordance with GAAPappropriate 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 adequately provided for in the Company Balance Sheet as required by such Topic 450. (g) Except as set forth on Schedule 2.4(g) of the Company Disclosure Letter, the Company has not applied for or accepted (i) any loan pursuant to the 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) any other similar grant.

Financial Statements; No Undisclosed Liabilities. (a) True and complete The Company’s fiscal year ends on June 30 of each year. The Company has provided Buyer with copies of those reviewed, audited and unaudited Financial Statements listed on Schedule 6.6. The Company will provide additional financial information as soon as available, but no later than fifteen (15) days after the audited end of each month through the Closing Date. Each balance sheet of the Company, and the notes thereto, contained in the Financial Statements fairly presents all of the assets and liabilities (whether accrued, absolute, contingent or otherwise) of the Company and the financial position of the Company as at December 31, 2009, the date of such balance sheet and the related audited statements of income, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have has been prepared in accordance with generally accepted accounting principles consistently applied (except as otherwise provided in the books notes thereto or in Schedule 6.6 hereto). Each statement of income, statement of cash flows, operating statement and records statement of changes in shareholders’ equity, and the notes thereto, contained in the Financial Statements fairly presents the sales, earnings and results of operations of the Company; (ii) have Company for the period ending on the date of such statement and has been prepared in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated otherwise provided in the notes thereto); and (iii) fairly present, in all material respects, provided that the unaudited financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and statements for the respective interim periods indicated thereinafter June 30, except as otherwise noted therein 2005, do not have notes thereto and subjectare subject to changes resulting from normal, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will notwhich, individually alone or in the aggregate, be material. shall not have a material adverse effect on the Company’s operations, assets, properties, condition (c) financial or otherwise), results or prospects. Except as set forth on Schedule 6.6, there are, and to as of the extent adequately accrued Closing Date there shall be, no existing, material undisclosed liabilities or obligations of the Company of any nature (absolute, accrued, contingent or otherwise) that are not fully reflected or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure LetterFinancial Statements. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited unaudited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 20092013, and the related audited consolidated statements of income, shareholdersretained earnings, stockholders’ equity and cash flows 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 auditors thereto (collectively referred to as the “Company Financial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at March 31, 2014, and the related consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 4.10(aSchedule 3.6(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) Schedules. Each of the Company Disclosure Letter, each of Financial Statements and the Company Interim Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the CompanyCompany and its Subsidiaries; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes theretothereto and except for, in the case of the Interim Financial Statements, the omission of notes or normal year-end adjustments); and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company,, as the case may be, 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 any interim financial statements of the CompanyInterim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialaudit adjustments. (cb) 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 March 31, 2009 2014 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”,” a copy of which is attached hereto as Schedule 3.6(b) of the Disclosure Schedules), neither the Company does not have nor any liabilityof its Subsidiaries has, indebtednessnor any Person on behalf of the Company or any of its Subsidiaries, expenseincurred, claim, deficiency, guaranty any material liability or material obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not nature required by 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) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually Sheet or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure LetterTransaction Expenses. (dc) The books of account and financial records of Neither the Company are true and correct and have been prepared and are maintained in accordance with GAAPnor any of its Subsidiaries has any Other Indebtedness.

Financial Statements; No Undisclosed Liabilities. (a) True and complete Attached to Section 3.5(a) of the Disclosure Schedule are copies of (i) the audited unaudited schedule of EBITDA (earnings before interest, taxes, depreciation and amortization) and capital expenditures of the Company for the calendar year ended December 31, 2012 (the “Statement of Operations”), (ii) the unaudited balance sheet accounts of the Company as at of February 28, 2013 (the “Balance Sheet”), and (iii) summary information for the Company in respect of net revenue, provision for doubtful accounts receivable, income from operations and capital expenditures for each of the years ended December 31, 20092010, 2011 and 2012 (the related audited statements of income, shareholders’ equity and cash flows of the Company“Historical Summary Financial Information” and, together with all related notes the Statement of Operations and schedules theretothe Balance Sheet, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company ). The Financial Statements (i) are correct and complete and have been prepared in accordance with the books GAAP, consistently applied, and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly presentpresent fairly, in all material respects, the assets, liabilities, financial positionposition and operating results of the Company, as of the date thereof and for the period covered thereby. The Financial Statements have been derived from the consolidated financial statements and accounting records of the Parent, using the historical results of operations and cash flows the historical basis of the Company,, as the case may be, as at the respective dates thereof assets and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements liabilities of the Company, to normal and recurring year-end adjustments may not necessarily be indicative of the conditions that will not, individually would have existed or in the aggregate, be materialresults of operations if the Company had been operated as an unaffiliated enterprise. (cb) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the The Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty liabilities or obligation obligations of any type or naturenature whatsoever, whether absolute, accrued, absolute, contingent, matured, unmatured contingent or otherwise, whether known or unknown other than liabilities and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for obligations (i) liabilities and obligationsthat are disclosed or reserved against on the Balance Sheet, (ii) incurred in the ordinary course of business since December 31, 2012 consistent with past practice of the Business, (iii) disclosed in or contemplated by this Agreement or the Disclosure Schedule and/or (iv) that would not be material to the Company. (c) The accounts receivable shown on the Financial Statements and all receivables acquired or generated by the Company since the date of the Company Balance Sheet, that Financial Statements are not, individually or bona fide receivables and represent amounts due with respect to actual arm’s length transactions entered into in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts ordinary course; provided that do the foregoing is not exceed $25,000 individually a guarantee of collection or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure Lettercollectability. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited balance sheet Section 4.06(a) of the Company Disclosure Schedule contains copies of (i) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2009, of the end of the last three fiscal years and the related audited statements of incomeoperations, changes in shareholders’ equity and cash flows for the fiscal years then ended, and (ii) the unaudited consolidated balance sheet of the Company, together with all related notes Company and schedules thereto, accompanied by the reports thereon its Subsidiaries as of the Company’s independent auditors last full month ended prior to the date hereof (collectively, the “Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the ). The Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (iiA) have been prepared in accordance with GAAP applied on a consistent basis throughout for the respective periods indicated and consistent with each other (except as may be indicated referred to in the notes thereto); Company Financial Statements, (B) have been derived from the books and records of the Company and its Subsidiaries and (iiiC) fairly presentpresent fairly, in all material respects, the financial position, position and results of operations and cash flows of the Company,, Company and its Subsidiaries as the case may be, as at of the respective dates thereof and for the respective periods indicated thereinreferred to in the Company Financial Statements. (b) The Company and its Subsidiaries have no Liabilities, other than Liabilities (i) that are reflected or reserved against in the Company Financial Statements or (ii) incurred since December 31, 2020, in the ordinary course of business and consistent with past practices. None of the Company or its Subsidiaries has ever effected or otherwise been involved in any “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K under the Securities Exchange Act of 1934, as amended). Without limiting the generality of the foregoing, except as otherwise noted therein and subjectset forth on Section 4.06(b) of the Company Disclosure Schedule, in none of the case Company or its Subsidiaries has ever guaranteed any debt or other obligation of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialother Person. (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet All of the Company as at December 31Receivables, 2009 are (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP i) valid obligations owed to be reflected in a balance sheet of the Company or disclosed in its Subsidiaries arising from sales actually made or services actually performed by the notes thereto, except for (i) liabilities and obligations, incurred Company or its Subsidiaries in the ordinary course of business consistent with past practice since the date practices of the Company Balance Sheetor its Subsidiaries, that are notas the case may be, individually or in the aggregate, material in amount, and (ii) liabilities for performance under Company Material Contracts that do are fully collectible and not exceed $25,000 individually disputed or $50,000 subject to any counterclaim or right of setoff other than in the aggregate, ordinary course of business consistent with past practices of the Company and its Subsidiaries. There is no default or delinquency in any payment of the Receivables that has not been reserved against in the Company Financial Statements (iiiwhich reserves are adequate and consistent with past practices of the Company and its Subsidiaries). (d) liabilities described in Section 4.10(c4.06(d) of the Company Disclosure Letter. (d) The books Schedule sets forth a true, correct, and complete list of account and financial records the Indebtedness of the Company are true and correct its Subsidiaries and have been prepared the corresponding holders of such Indebtedness and are maintained in accordance with GAAPa reasonably detailed description of any amounts owed by the Company to the IRS (the “Tax Obligation”), including the amount of the Tax Obligation. The Owner has delivered to the Purchaser copies of all Contracts and material correspondence related to the Tax Obligation.

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 of the Company as at December 31, 2009, sheets and the related audited statements of income, shareholders’ equity income (loss) and cash flows of the CompanyCompany at and for the three (3) fiscal years ended January 31, together with all related 2018, 2019, and 2020 and accompanying notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Annual Financial Statements”) are attached hereto as Section 4.10(aand (ii) an unaudited balance sheet and statements of cash flows of the Company Disclosure Letter. at and for the four (b4) Except as set forth in Section 4.10(b) of month period ended May 31, 2020 (the Company Disclosure Letter“Interim Financial Statements” and collectively with the Annual Financial Statements, each of the Company “Financial Statements”). The Financial Statements (i) are correct accurate, complete, and complete and have been prepared in accordance consistent with the books and records of the Company; , (ii) have been prepared in accordance conformity with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (prior accounting periods, except as may be indicated in for the notes thereto); 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,, Company as of the case may be, as at the respective dates thereof and for the respective periods indicated thereinindicated, except as otherwise noted therein and subject, in the case of any interim financial statements the Interim Financial Statements, solely to the type of the Companynormal recurring period end adjustments, to normal and recurring year-end adjustments that will not, none of which individually or in the aggregate, aggregate are or will be material. (c) 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, 2009 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 does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation has no Liabilities of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for nature other than (i) liabilities and obligationsthose set forth or adequately provided for in 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 consistent with past practice since and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law, (iii) those incurred by the date 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 Balance Sheetrelating to the Company’s financial statements, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregateaccounting controls, and (iii) liabilities described in Section 4.10(c) 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 Company Disclosure LetterFinancial Statements. (d) The books Company maintains a system of account 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 financial records 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 true satisfied in a timely manner and correct 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 have report financial data. There has been prepared no change in the Company accounting policies since the 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 are maintained 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) any loan or funds from similar Applicable Laws enacted by Governmental Bodies in accordance with GAAPany state, local, or foreign jurisdictions in response to COVID-19.

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, 20092021 and December 31, 2022 and its unaudited consolidated financial statements for the related audited 9-month period ended September 30, 2023 (including, in each case, balance sheets, statements of incomeoperations and statements of cash flows) (collectively, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) ), which are attached hereto included as Section 4.10(aSchedule 2.4(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company . The Financial Statements (i) are correct derived from and complete and have been prepared in accordance with the books and records of the Company; Company and the Company Subsidiaries, (ii) have been complied as to form in all material respects with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the financial condition of the Company and the Company Subsidiaries at the dates therein indicated and the results of operations and cash flows of the Company and the Company Subsidiaries 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), (iv) were prepared in accordance with GAAP GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); involved and (iiiv) fairly presentare true, correct and complete in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (cb) Except as and to Neither the extent adequately accrued or reserved against in the audited balance sheet 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 at December 31of September 30, 2009 2023 (such date, the “Company Balance Sheet Date” and such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s or any of the Subsidiaries’ business since the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred Balance Sheet Date in the ordinary course of business and consistent with past practice since the date that are of the Company Balance Sheet, type that are notordinarily recur and, individually or in the aggregate, are not material in amount, (ii) liabilities for performance under Company Material Contracts that nature or amount and do not exceed $25,000 individually result from any breach of Contract, warranty, infringement, tort or $50,000 in the aggregate, violation of Applicable Law and (iii) liabilities described unpaid Transaction Expenses. Except for Liabilities reflected in Section 4.10(cthe 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. (c) The Company and the Company Subsidiaries made the good faith determination that it was eligible to receive the loan it previously obtained set forth on Schedule 2.4(c) of the Company Disclosure LetterLetter (the “PPP Loan”), pursuant to the PPP, respectively, including under the rules and guidance issued by the U.S. Small Business Administration (collectively, the “PPP Rules”). After giving effect to the affiliation rules in 13 CFR 121.301(f), the Company and the Company Subsidiaries properly and accurately certified pursuant to the PPP Rules that the Company and its Affiliates employed no more than the greater of 500 employees or, if applicable, the size standard in number of employees established by the SBA in 13 C.F.R. 121.201 for the Company’s industry. The Company’s application for the PPP Loan (including the calculation of the amount of the PPP Loan set forth therein) was made in accordance with, and in material compliance with, the CARES Act, the Interim Final Rules related to the PPP and Applicable Law (including any applicable guidance made available by a Governmental Entity in respect thereof). The Company has made available to Acquirer a copy of the Company’s application for the PPP Loan and the information contained in such application is true and correct in all material respects. All loan proceeds have been used in compliance with and permitted by the PPP Rules. The Company and the Company Subsidiaries established processes and procedures to monitor the use of the proceeds of the PPP Loan to ensure compliance with PPP Rules and Applicable Law at all times. The PPP Loan was eligible for indefeasible forgiveness and the PPP Loan was forgiven in compliance with Applicable Law and thus is not required to be repaid to the lender thereof or the U.S. Small Business Administration. Neither the Company nor any Company Subsidiary currently has a loan outstanding pursuant to the PPP. (d) Schedule 2.4(d) 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 aggregate amount outstanding, interest rate, maturity date, any assets securing such Company Debt and any prepayment or other penalties payable in connection with the repayment of such Company Debt at the Closing. (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 any Company Subsidiary maintain accounts and the names of all Persons authorized to make withdrawals therefrom. (f) The accounts receivable as reflected on the Company Balance Sheet and as will be reflected in the Company Closing Financial Certificate arose in the ordinary course of business, represented bona fide claims against debtors for sales and other charges and have been collected or 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, or in the Company Closing Financial Certificate, 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. (g) Each of the Company and the Company Subsidiaries has established and maintains a system of internal accounting controls sufficient 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 (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 of account and financial records of the Company are true or any of the Company Subsidiaries is compared with the existing assets at reasonable intervals and correct 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 material, 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 preparation of financial statements or the internal accounting controls utilized by the Company or any of the Company Subsidiaries, or 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 have been prepared has established adequate reserves and are maintained made any appropriate disclosures in the Financial Statements in accordance with GAAPthe 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 Section 3.15(a) of the Disclosure Schedule sets forth true, complete and complete correct copies of (i) the audited unaudited balance sheet of the Company as at of December 31, 20092016, and the related audited statements of income, shareholders’ equity income and cash flows for the year then ended, (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 theretocash flows for the year then ended (such balance sheets and related statements of income and cash flows under clauses (i) and (ii), accompanied by the reports thereon of the Company’s independent auditors (the “Company Annual Financial Statements”) are attached hereto as Section 4.10(aand (iii) the unaudited balance sheet of the Company Disclosure Letter. as of September 30, 2018 (b) Except as set forth in Section 4.10(b) the “Recent Balance Sheet”), and the related statements of income for the Company Disclosure Letternine (9)-month period then ended (the “Interim Financial Statements” and, each of together with the Company Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated indicated, except that the Interim Financial Statements do not contain all footnotes required by GAAP and consistent with each other (except as presentation items that may be indicated in required by GAAP for audited financial statements, and the notes thereto); and (iii) fairly present, 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 the Company as of the Company,dates, as the case may be, as at the respective dates thereof and for the respective periods periods, indicated therein, except as otherwise noted therein and subject, subject in the case of any interim financial statements of the Company, Interim Financial Statements to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialaudit adjustments. (cb) 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, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”)Disclosure Schedule, the Company does not have any liabilityIndebtedness, indebtedness, expense, claim, deficiency, guaranty liabilities or obligation of any type or natureobligations, whether accrued, absolute, contingent, matured, unmatured contingent or otherwise, whether asserted or unasserted, known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for other than (i) liabilities and obligationsthose adequately reflected in or reserved for against in the Recent Balance Sheet, (ii) those incurred in the ordinary course Ordinary Course of business consistent with past practice Business since the date of the Company Recent Balance Sheet, that are not, individually or in (iii) non-monetary obligations to perform under executory Contracts to which the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregateis a party, and (iiiiv) liabilities described expenses incurred in Section 4.10(cconnection with the Transactions. The Company has not assumed, 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 Disclosure Letterare 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) The books of account and financial records 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 are true and correct and have been prepared and are maintained in accordance with GAAP.the Ordinary Course of Business,

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 December fiscal years ended January 31, 20092019, January 31, 2020 and January 31, 2021 and its unaudited consolidated financial statements for the eight-month period ended September 30, 2021 (including, in each case, balance sheets, statements of operations and loss and statements of cash flows, and the related audited statements of incomestockholders’ equity) (collectively, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) ), which are attached hereto included as Section 4.10(aSchedule 2.4(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company . The Financial Statements (i) are correct derived from and complete and have been prepared in accordance with the books and records of the Company; Company and the Subsidiaries, (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 the Company and the Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows of the Company and the Subsidiaries 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 will be material in amount) and (iv) were prepared in accordance with GAAP GAAP, except for the absence of footnotes, applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialinvolved. (cb) Except as and to Neither the extent Company nor any of the Subsidiaries has any Liabilities of any nature other than (i) those set forth or adequately accrued or reserved against provided for in the audited balance sheet included in the Financial Statements as of September 30, 2021 (such date, the “Company as at December 31, 2009 (Balance Sheet Date” and such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s and the Subsidiaries’ business since the Company does Balance Sheet Date in the ordinary course consistent with past practice and those that, 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 and (iii) those incurred by the Company and the Subsidiaries in connection with the execution of this Agreement or the Transactions. Except for Liabilities reflected in the Financial Statements, neither the Company nor any of the Subsidiaries has any 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 and the Subsidiaries. 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 in all material respects. Without limiting the generality of the foregoing, neither the Company nor any liability, indebtedness, expense, claim, deficiency, guaranty of the Subsidiaries guarantee any debt or other obligation of any type or natureother Person. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth, whether accruedas of the Agreement Date, absolutea true, contingentcorrect and complete list of all Company Debt, maturedincluding, unmatured or otherwisefor each item of Company Debt, whether known or unknown the Contract governing the Company Debt and whether or not required by GAAP any prepayment 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 and the Subsidiaries maintain accounts and the names of all Persons authorized to make withdrawals therefrom. (e) The accounts receivable of the Company (the “Accounts Receivable”) as reflected on the Company Balance Sheet and as will be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred Closing Financial 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 (with respect to Accounts Receivable reflected on the Company Closing Financial Certificate, (x) within 60 days following the Closing Date with respect to Accounts Receivable that is more than 30 days past due as of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, Closing Date and (iiiy) liabilities described within 90 days following the Closing Date for all other Accounts Receivable, in Section 4.10(ceach case except for Accounts Receivable arising from transactions with the parties set forth on Schedule 2.4(e) of the Company Disclosure Letter, which Accounts Receivable shall be collected within 105 days following the Closing Date) less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet or in the Company Closing Financial Certificate, 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 and the Subsidiaries’ past practice and, are 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 or the Subsidiaries 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. (df) The each of the Company and the Subsidiaries has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company and the 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 (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and the Subsidiaries and (iv) that the amount recorded for assets on the books of account and financial records of the Company and the Subsidiaries is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company, any of the Subsidiaries, the Company’s independent auditors and, to the knowledge of the Company, any current or former employee, consultant or director of the Company or any of the Subsidiaries, 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 or any of the Subsidiaries who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company and the Subsidiaries, or any claim or allegation regarding any of the foregoing. None of the Company, any of the Subsidiaries and, to the knowledge of the Company, any Representative of the Company or any 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 Company or any of the Subsidiaries or its internal accounting controls or any material inaccuracy in the Company’s or any Subsidiary’s financial statements. No attorney representing the Company or any of the Subsidiaries, whether or not employed by the Company or any of the Subsidiaries, has reported to the Board or any committee thereof (or any similar body of any of the Subsidiaries) or to any director or officer of the Company or any of the Subsidiaries evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any of the Subsidiaries or their Representatives. There are true no significant deficiencies or material weaknesses in the design or operation of the Company’s or any of the Subsidiary’s internal controls that could adversely affect the Company’s or any of the Subsidiaries’ ability to record, process, summarize and correct and have been prepared 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 maintained not adequately provided for in accordance with GAAPthe Company Balance Sheet as required by such Topic 450.

Financial Statements; No Undisclosed Liabilities. (a) True and complete Attached to SCHEDULE 4.5(a) are copies of the audited following financial statements: (i) the unaudited combined balance sheet of the Company Companies as at of December 31, 20092004, and the related audited unaudited combined statements of income, shareholders’ equity income and cash flows for the year then ended, (the "UNAUDITED FINANCIAL STATEMENTS"), and (ii) the unaudited combined balance sheet of the CompanyCompanies as of July 2, 2005 (the "BALANCE SHEET DATE"), and the related unaudited combined statements of income and cash flows for the six-month period then ended (the "INTERIM FINANCIAL STATEMENTS" and together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Unaudited Financial Statements”) are attached hereto as Section 4.10(a) of , the Company Disclosure Letter. (b) Except "FINANCIAL STATEMENTS"). Other than as set forth in Section 4.10(bon SCHEDULE 4.5(a)-1, (x) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; Companies from which the Unaudited Financial Statements were prepared fairly present in all material respects the assets, liabilities and operations of the Companies and (iiy) the Unaudited Financial Statements are in conformity with such books and records. (b) Other than as set forth in SCHEDULE 4.5(a)-1 AND 4.5(b), the Financial Statements have been prepared by management in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may for the absence of footnote disclosure and customary year-end adjustments, none of which will be indicated in the notes thereto); material) and (iii) fairly present, in all material respects, the financial position, position and results of operations and cash flows of the Company,, Companies as of the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialindicated. (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the To Sellers' Knowledge, no Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have has any liability, indebtedness, expense, claim, deficiency, guaranty liability or obligation of any type or nature, whether accrued, absolute, contingent, matureddirect, unmatured indirect, unliquidated or otherwise, whether known or unknown and whether due or to become due, which is not required by GAAP to be reflected in a balance sheet of the Company Financial Statements or disclosed in the notes thereto, except for those (i) liabilities and obligations, which were incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities which are described in Section 4.10(c) of the Company Disclosure LetterSCHEDULE 4.5(c). (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True The Company has made available to Parent true and complete copies of the audited balance sheet of the Company as at December 31(such financial statements, 2009, and the related audited statements of income, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) are attached hereto as Section 4.10(aof (a) the audited consolidated balance sheet of the Company Disclosure Letter. and its consolidated Subsidiaries as of December 31, 2020, December 31, 2019 and December 31, 2018 and the related audited consolidated statements of income, cash flows and stockholders’ equity for each fiscal year of the Company then ended and (b) the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries (the “Interim Balance Sheet”) as of June 30, 2021 (the “Interim Balance Sheet Date”), and the related unaudited consolidated statements of income and cash flows for the five (5)-month period then ended. Except as set forth on Schedule 3.5, subject in Section 4.10(b) the case of unaudited Financial Statements to the Company Disclosure Letterabsence of certain footnotes not customarily included in the unaudited quarterly financial statements and normal year-end adjustments, each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis in all material respects throughout the periods indicated and consistent with each other (covered thereby, except as may be indicated in the notes thereto); , and (iiiii) fairly present, in all material respects, the consolidated financial position, position of the Group Companies as of the dates thereof and their consolidated results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated thereinthen ended. The Company maintains a standard system of accounting established and administered in accordance with GAAP. Except as set forth on Schedule 3.5, the Company has 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, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (ca) Except as and to the extent those which are adequately accrued reflected or reserved against in the audited balance sheet Interim Balance Sheet as of the Company as at December 31Interim Balance Sheet Date, 2009 and (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not b) those which have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, been incurred in the ordinary course of business Ordinary Course consistent with past practice since the date of the Company Interim Balance Sheet, that Sheet Date and which are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure Letter. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited consolidated balance sheet of the Company as at December March 31, 20092012, March 31, 2011 and March 31, 2010, and the related audited consolidated statements of income, shareholdersretained earnings, stockholders’ equity and cash flows 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 auditors (collectively referred to as the “Company Financial Statements”) and the unaudited consolidated balance sheet of the Company as at February 28, 2013, and the related consolidated statements of income of the Company for the eleven month period then ended (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 4.10(aSchedule 3.7(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) Schedules. Each of the Company Disclosure Letter, each of Financial Statements and the Company 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 GAAP applied on a consistent basis throughout the periods indicated and consistent with each other covered (except as may be indicated in the any notes thereto) and applicable Law on good accounting practices, subject, in the case of the Interim Financial Statements, which shall not have any related notes and schedules thereto and to the exceptions contained in Schedule 2.3(a); , and (iii) fairly present, present in all material respects, respects the consolidated financial position, results of operations and cash flows of the Company,, as the case may be, 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 any interim financial statements of the CompanyInterim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. The statements of income contained in the Financial Statements and the Interim Financial Statements do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business consistent with past practice, except as expressly specified therein. (cb) Except as and to the extent adequately accrued or reserved against in the audited consolidated balance sheet of the Company as at December 31February 28, 2009 2013 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have (i) any liability, indebtedness, expense, claim, deficiency, guaranty liability or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of the Seller and the Company or disclosed in the notes thereto or (ii) obligations to pay money that have actually been incurred or other financial liabilities, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of the Seller and the Company or disclosed in the notes thereto, except in each case for (i) liabilities and obligations, obligations incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material to the Company. (c) The Company maintains systems of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in amount, accordance with management’s general or specific authorization; (ii) liabilities transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and assets; (iii) liabilities described access to assets is permitted only in Section 4.10(caccordance with management’s general or specific authorization; and (iv) of the Company Disclosure Letterrecorded accountability for assets is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences. (d) The books of account and financial records In connection with the presentation of the Financial Statements, the outside legal advisors to the Company have not issued any legal letter concerning material information not disclosed in the Financial Statements. (e) The Intercompany Liabilities owing by the Company to the Seller or its Affiliates as of the date hereof are true set forth on Schedule 3.7(e). Except as set forth on Schedule 3.7(e), the Company does not have (i) any liability or obligation to Seller or any of its Affiliates of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of the Seller and the Company or disclosed in the notes thereto or (ii) obligations to pay money to Seller or any of its Affiliates that have actually been incurred or other financial liabilities, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of the Seller and the Company or disclosed in the notes thereto. (f) The Company’s books and records: (i) have been properly and carefully kept in conformity with applicable Law in force from time to time; (ii) are complete, correct and have been prepared properly arranged; (iii) contain all material documents which must be or are usually kept by enterprises of the same nature as the Company; and (iv) accurately and are maintained in accordance with GAAPfairly reflect the activities and assets of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the The audited combined balance sheet of the Company Residential Business, including the Acquired Entities , as at of December 31, 20092013, and the related audited combined statements of incomeoperations, shareholdersmembers’ equity (deficit), and cash flows of the CompanyAcquired Entities, together with all related notes and schedules theretothereto (including combining statements) for the twelve (12) month period ending December 31, 2013, accompanied by the reports thereon of the Company’s Residential Business independent auditors auditors, as set forth on Section 3.4(a) of Sellers’ Disclosure Schedule (together with the financial statements prepared pursuant to Section 5.14, collectively, the “Company Financial Statements”) are attached hereto ), present fairly, in all material respects, the financial position and results of operations presented therein as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth date of, and for the period referred to in, such financial statements in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance conformity with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialcovered thereby. (cb) Except as set forth at Section 3.4(b) of Sellers’ Disclosure Schedules, and to immediately after the extent adequately accrued or reserved against in the audited balance sheet Closing, none of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have Acquired Entities has any liability, indebtedness, expense, claim, deficiency, guaranty material liability or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not of the type required by GAAP (as in effect on the Balance Sheet Date) to be reflected in a balance sheet of the Company Residential Business, including the Acquired Entities or disclosed in the notes thereto, except for (i) any liabilities and obligations, obligations incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure LetterSheet Date. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True Section 5.6(a) of the Company Disclosure Letter sets forth true and complete copies of (x) the audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 20092018, and December 31, 2017, and the related audited consolidated statements of income, shareholderschanges in stockholders’ equity equity, and cash flows of the Company, together with all related notes Company and schedules thereto, accompanied by its Subsidiaries for the reports thereon of the Company’s independent auditors fiscal year then ended (collectively referred to as the “Company Financial Statements”) are attached hereto as Section 4.10(aand (y) the unaudited consolidated balance sheet of the Company Disclosure Letter. and its Subsidiaries as at September 30, 2019 (b) the “Balance Sheet”), and the related unaudited consolidated statements of income, changes in stockholders’ equity, and cash flows of the Company and its Subsidiaries for the fiscal period then ended (collectively referred to as the “Interim Financial Statements”). Except as set forth in on Section 4.10(b5.6(a) of the Company Disclosure Letter, each of the Company Financial Statements and the Interim Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); , and (iiiii) fairly presentpresents, in all material respects, the consolidated financial position, position and results of operations and cash flows of the Company,, Company and its Subsidiaries (taken as the case may be, a whole) as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the CompanyInterim Financial Statements, to (A) the absence of footnote disclosures and other presentation items and (B) changes resulting from normal and recurring year-end adjustments that will notadjustments, in the case of each of clauses (A) and (B), none of which are, individually or in the aggregate, reasonably expected to be materialmaterial to the Company and its Subsidiaries, taken as a whole. (b) There are no debts, liabilities, or obligations, whether accrued or fixed, absolute or contingent, or matured or unmatured, of the Company or any of its Subsidiaries of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities, or obligations (i) reflected or reserved against in the Interim Financial Statements or the Financial Statements (or disclosed in any notes thereto), (ii) incurred since the date of the Balance Sheet in the ordinary course of business of the Company and its Subsidiaries, which would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (iii) for Taxes, (iv) arising from the transactions contemplated by this Agreement or arising from any matters described in the Company Disclosure Letter, (v) set forth on Section 5.6(b) of the Company Disclosure Letter, or (vi) that would not have or reasonably be expected to have a Material Adverse Effect. (c) Except as and would not have or reasonably be expected to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”)have a Material Adverse Effect, the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation maintains a system of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP internal accounting controls sufficient to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for provide reasonable assurance that (i) liabilities and obligations, incurred the Company’s transactions are executed in the ordinary course of business consistent accordance with past practice since the date of the Company Balance Sheet, that are not, individually management’s general or in the aggregate, material in amountspecific authorizations, (ii) liabilities the Company’s transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP consistently applied and as adjusted by the Applicable Accounting Principles and to maintain accountability for performance under assets of the Company, (iii) access to assets of the Company Material Contracts that do not exceed $25,000 individually is permitted only in accordance with management’s general or $50,000 in the aggregatespecific authorizations, and (iiiiv) liabilities described in Section 4.10(c) the recorded accountability for assets of the Company Disclosure Letteris compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True Set forth in Section 4.3(a) of the Seller Disclosure Schedule are true and complete copies of the audited consolidated balance sheet of the Company as at December 31, 2009, and the related audited statements of income, shareholders’ equity income and cash flows of for the Companyfiscal year ended October 31, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors 2009 (the “Company 2009 Financial Statements”) are attached hereto as Section 4.10(aand the unaudited consolidated balance sheets and statements of income and cash flows for the nine (9) months ended July 31, 2010 (the “2010 Financial Statements,” and together with the 2009 Financial Statements, the “Financial Statements”) of the Company Disclosure Letter. (b) Target Company. Except as set forth otherwise indicated in Section 4.10(b) the Financial Statements, and subject to the absence of footnote disclosure and normal year-end adjustments in the Company Disclosure Letter2010 Financial Statements, each of the Company Financial Statements (i) are correct and complete and have been were prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP GAAP, applied on a consistent basis throughout the periods indicated basis, and consistent with each other (except past practice as may be indicated in at the notes thereto); date and (iii) for and during the periods involved, and fairly present, in all material respects, the financial positioncondition of the Target Company as of October 31, 2009 and July 31, 2010, as applicable, and the results of its operations and cash flows for the periods then ended. The Financial Statements have been prepared from the Books and Records of the Target Company,, as the case may be, as at the respective dates thereof and . Except for the respective periods indicated thereinSeller Intercompany Debt, except as otherwise noted therein and subjectthere are no assets, in the case properties or liabilities of any interim Acquired Company recorded on any financial statements of Seller or any of its Affiliates (other than the Target Company, to normal and recurring year-end adjustments ) that will not, individually or in are not reflected on the aggregate, be materialFinancial Statements. (cb) 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, 2009 (such balance sheetii) for liabilities permitted by or incurred pursuant to this Agreement, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except (iii) for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date July 31, 2010, none of the Company Balance SheetAcquired Companies has directly or indirectly, since July 31, 2010, incurred any liabilities that are notwould be required by GAAP (consistently applied in accordance with past practice) to be reflected on a balance sheet of the Target Company, which, individually or in the aggregate, are material in amount, (ii) and are not of the same character and nature as the liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 set forth in the aggregate, and (iii) liabilities described balance sheet included in Section 4.10(c) of the Company Disclosure Letter2010 Financial Statements. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True Section 3.14(a) of the Disclosure Schedule sets forth true, complete and complete correct copies of (%3) the audited balance sheet of the Company as at of December 31, 20092015, 2016, and 2017, and the related audited statements of income, shareholders’ equity income and cash flows for the years then ended, (such balance sheets and related statements of income and cash flows, the “Annual Financial Statements”), and (%3) the unaudited balance sheet of the CompanyCompany as of August 31, 2018, and the related statements of income and cash flow for the eight (8) month period then ended, (such balance sheets and related statements of income and cash flows, the “Interim Financial Statements” and, together with all related notes and schedules theretothe Annual Financial Statements, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter.). US-DOCS\102662145.20 (b) Except as set forth in Section 4.10(b3.14(b) of the Company Disclosure LetterSchedule (the “GAAP Exceptions”), each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated indicated, except that the Interim Financial Statements do not contain all footnotes required by GAAP and consistent with each other (except as presentation items that may be indicated in required by GAAP for audited financial statements, and the notes thereto); and (iii) fairly present, Interim Financial Statements are subject to normal year-end adjustments. The Financial Statements are consistent in all material respects, respects with the financial position, results of operations books and cash flows records of the Company,, fairly present in all material respects the financial condition and operating results of the Company as of the case may bedates, as at the respective dates thereof and for the respective periods periods, indicated therein, except as otherwise noted therein and subject, subject in the case of any interim financial statements of the Company, Interim Financial Statements to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialaudit adjustments. (c) Except as and to the extent adequately accrued or reserved against identified in the audited balance sheet Section 3.14(c) of the Disclosure Schedule, no Company as at December 31Member has any (i) Indebtedness, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty ii) liabilities or obligation of any type or natureobligations, whether accrued, absolute, contingent, matured, unmatured contingent or otherwise, whether asserted or unasserted, known or unknown unknown, (iii) obligations with respect to undrawn letters of credit, (iv) obligations with respect to interest rate swap agreements, interest rate cap agreements, interest rate collar agreements, interest rate insurance agreements, foreign exchange contracts, currency swap or option agreements, forward contracts, commodity swap, purchase or option agreements, other commodity price hedging arrangements and all other similar contracts designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices, (v) Indebtedness secured by a Lien on the property of any Company Member, whether or not required the respective Indebtedness so secured is a primary obligation of, or has been assumed by, any Company Member, or (vi) any off-balance sheet financing of a Person (but excluding all leases recorded for accounting purposes by GAAP the applicable Person as operating leases and any leases with respect to be the Company Real Properties), in each case other than (A) those specifically reflected in a balance sheet of the Company or disclosed fully reserved for against in the notes theretoInterim Financial Statements, except for (iB) liabilities and obligations, those incurred in the ordinary course Ordinary Course of business consistent with past practice Business since the date of the Company Balance SheetDecember 31, that 2017, and which are not, individually or in the aggregate, material in amount, (iiC) liabilities for performance non-monetary obligations to perform under Company Material executory Contracts that do not exceed $25,000 individually or $50,000 in the aggregateto which it is a party (all of which have been made available to Buyer), and (iiiD) liabilities described expenses incurred in Section 4.10(c) connection with the transactions contemplated hereby. No Company Member has assumed, guaranteed, endorsed or otherwise become directly or contingently liable on or for any indebtedness of the Company Disclosure Letterany other person. (d) The books of account All books, records and financial records accounts of the Company are true accurate and correct and have been prepared complete and are maintained in all material respects in accordance with good business practice and all applicable Legal Requirements. (e) All of the accounts receivable of the Company are valid claims which arose in bona fide arm’s length transactions in the Ordinary Course of Business, are subject to no set-off or counterclaim, and, to the Company’s Knowledge, are expected to be fully collectible in the normal course of business, after deducting any reserve for doubtful accounts stated in the Interim Financial Statements, which reserve, except for the GAAP Exceptions, is in accordance with GAAP and is a reasonable estimate of the Company’s uncollectible accounts. Since the date of the Recent Balance Sheet, the Company has collected its accounts receivable in the Ordinary Course of Business and in a manner which is consistent with past practices and has not accelerated any such collections. The Company does not have any accounts receivable or loans receivable from any Person which is Affiliated with it or any of the directors, managers, officers, employees or equityholders of the Company. US-DOCS\102662145.20 (f) All accounts payable and notes payable of the Company arose in bona fide arm’s length transactions in the Ordinary Course of Business. Since the date of the Recent Balance Sheet, the Company has paid its accounts payable in the Ordinary Course of Business and in a manner which is consistent with its past practices. (g) No Company Member has entered into any transactions involving the use of special purpose entities for any off balance sheet activity. The revenue recognition policies of the Company Members and the application of those policies are in compliance with the applicable standards under GAAP, subject to the GAAP Exceptions. (h) All of the Inventory reflected on the balance sheet included in the Recent Balance Sheet consisted of goods usable or saleable in the Company’s and its Subsidiaries’ Ordinary Course of Business, after deducting any reserve for obsolete or unsalable amounts reflected in such Recent Balance Sheet. Since the Recent Balance Sheet Date, no Inventory has been sold or disposed of except through sales in the Ordinary Course of Business. (i) The Company Members maintain an adequate system of internal controls and procedures. (j) There is no grant, subsidy or financial assistance which has been received or applied for by any Company Member and which is repayable in whole or in part in any circumstances.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited balance sheet The financial statements of the Company as at December 31, 2009, and included or incorporated by reference in the related audited statements of income, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors Company SEC Documents (the “"Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with the books and records of the Company; (ii") have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated therein or in the notes thereto); ) and (iii) fairly present, present in all material respects, respects the consolidated financial position, position of the Company and the consolidated Subsidiaries of the Company as at the dates thereof and the consolidated results of their operations and cash flows of the Company,, as the case may be, 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 any unaudited interim financial statements of the Companystatements, to normal and recurring year-end adjustments that will notand any other adjustments described therein). Since September 30, individually or in 1998, neither the aggregate, be material. (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet Company nor any of the Company as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have Company's Subsidiaries has incurred any liability, indebtedness, expense, claim, deficiency, guaranty liabilities or obligation obligations of any type or nature, whether or not accrued, absolute, contingent, matured, unmatured contingent or otherwise, whether known that would have a Material Adverse Effect, other than liabilities (i) disclosed on Schedule 5.10, or unknown and whether the Company SEC Documents filed prior to the date of this Agreement (all of which have been furnished to the Purchasers), (ii) adequately provided for in the Company Financial Statements or disclosed in any related notes thereto (all of which have been furnished to the Purchasers), (iii) not required by under GAAP to be reflected in a balance sheet of the Company Financial Statements, or disclosed in the any related notes thereto, except for (iiv) liabilities and obligationsincurred in connection with this Agreement or the other Transaction Documents, or (v) incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure Letterbusiness. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. Schedule 4.05 contains the following (acollectively, the “Financial Statements”): (i) True and complete copies of the audited balance sheet unaudited management accounts of the Company as at for the year ended December 31, 20092010, the statutory accounting form for the Company for the year ended December 31, 2010, and the related audited statements of income, shareholders’ equity and cash flows reconciliation of the Companyaccount results as of December 31, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors 2010 (the “Company 2010 Financial Statements”); and (ii) are attached hereto as Section 4.10(a) the unaudited management accounts of the Company Disclosure Letter. for the seven-month period ended as of July 31, 2011 (b) the “Interim Financial Statements”). Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company Financial Statements (i) are correct and complete and have been prepared in accordance with including any notes thereto, the books and records of the Company; (ii) Financial Statements have been prepared in accordance with GAAP applied and in accordance with the Company’s past practice (to the extent consistent with GAAP) on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, position and results of operations of the Company as of the dates and cash flows for the periods covered thereby. The books of account and minute books of the Company,, as the case may be, as at the respective dates thereof complete and for the respective periods indicated therein, except as otherwise noted therein and subjectcorrect copies of which have been made available to Buyer or, in the case of any interim financial statements of the Companyelectronic records, to normal which Buyer has been permitted to access, prior to the date hereof, are complete and recurring year-end adjustments that will not, individually or correct in all material respects and have been maintained in accordance with sound business practices. Except for liabilities and obligations incurred in the aggregate, be material. (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet ordinary course of the Company as at December business since July 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”)2011, the Company does has not have incurred any liability, indebtedness, expense, claim, deficiency, guaranty liabilities or obligation of any type or nature, obligations (whether accrued, absolute, contingent, matured, unmatured unliquidated or otherwise, whether known due or unknown to become due and whether regardless of when or not by whom asserted) that, taken as a whole, (i) would be required by GAAP to be disclosed, reflected or reserved against in a balance sheet of the Company or disclosed in (including the related notes thereto, except for (iwhere applicable) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 4.10(c) of the Company Disclosure Letter. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP, applied on a consistent basis, or (ii) would have a Material Adverse Effect on the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Schedule 3.5(a) of the audited balance sheet of Disclosure Schedule sets forth the Company as at Company’s audited, consolidated financial statements for its fiscal years ended December 31, 20092018, December 31, 2019, and December 31, 2020 and its unaudited, consolidated financial statements for the related audited five-month period ended May 31, 2021, including, in each case, balance sheets, statements of income, shareholders’ equity operations and statements of cash flows of the Company(collectively, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company ). The Financial Statements (i) are correct (or will be) accurate, complete, and complete and have been prepared in accordance consistent with the books and records of the Company; , (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other present (except as may be indicated in the notes thereto); and (iiior will present) fairly presentfairly, in all material respects, the financial position, position of the Company and its Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows of the Company,, Company and its Subsidiaries as of the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and (subject, in the case of any interim period financial statements of the Companystatements, to normal and recurring year-end adjustments that will notadjustments) and (iii) were prepared in accordance with GAAP, individually or in except for the aggregate, be material. (c) Except as and to the extent adequately accrued or reserved against in the audited absence of footnotes. The consolidated balance sheet of the Company as at December of May 31, 2009 2021 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet Date”) is herein referred to as the “Balance Sheet.”), the Company does not (b) The Acquired Companies have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation no material Liabilities of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for nature other than (i) liabilities and obligationsthose set forth or adequately provided for in the Balance Sheet, (ii) those incurred in the conduct of the Business since the Balance Sheet Date in the ordinary course of business consistent with past practice since the date that are of the Company Balance Sheet, type that are notordinarily recur and, individually or in the aggregate, are not material in amountnature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law and (iii) those incurred by the Company in connection with the execution of this Agreement. The Acquired Companies have 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 any Acquired Company. All reserves that are set forth in or reflected in the Balance Sheet have been established in accordance with GAAP consistently applied and are adequate. (c) Except as set forth on Schedule 3.5(c) of the Disclosure Schedule, no Acquired Company has any Debt. No Acquired Company is a guarantor, indemnitor, surety, or other obligor of any indebtedness of any other Person. No Acquired Company has applied for or accepted (i) any loan pursuant to the Paycheck Protection Program in Section 1102 and Section 1106 of the CARES Act, respectively, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually any funds pursuant to the Economic Injury Disaster Loan program or $50,000 in an advance on an Economic Injury Disaster Loan pursuant to Section 1110 of the aggregate, and CARES Act or (iii) liabilities described any loan or funds pursuant to any similar programs in Section 4.10(c) of the Company Disclosure Letterany foreign jurisdictions. (d) The Company has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions, receipts and expenditures of the Acquired Companies are executed in accordance with appropriate authorizations of management and the Board; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s authorization; and (iv) the amount recorded for assets on the books of account and financial records of the Acquired Companies is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has been no incidence of fraud or allegation of fraud committed by any current or former employee, consultant or director of any Acquired Company are true with respect to the preparation of the Financial Statements. No Acquired Company has received written communication, or otherwise obtained knowledge of any material complaint, allegation, assertion or formal claim regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Acquired Companies or their internal accounting controls or any material inaccuracy in any Acquired Company’s financial statements. There has been no material change in any Acquired Company’s accounting policies since such Acquired Company’s inception, except as described in the Financial Statements. (e) The accounts receivable as reflected on the Balance Sheet, as will be reflected in the Financial Certificate and correct as arising after the Balance Sheet Date and before the Closing Date, arose in the ordinary course of business, represented bona fide claims against debtors for sales and other charges and have been prepared collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Balance Sheet, or in the Financial Certificate, as the case may be. None of the accounts receivable of any Acquired Company is subject to any claim of offset, recoupment, setoff or counter-claim, and, to the knowledge of the Company, there are no specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim that would be material to the Company. No material amount of accounts receivable is contingent upon the performance by any Acquired Company of any obligation or Contract other than normal warranty repair and are maintained in accordance with GAAPreplacement.

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, 20092022 (including, and the related audited in each case, balance sheets, statements of incomeoperations and statements of cash flows) (collectively, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Company Financial Statements”) ), which are attached hereto included as Section 4.10(aSchedule 2.4(a) of the Company Disclosure Letter. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Letter, each of the Company . The Financial Statements (i) are correct derived from and complete and have been prepared in accordance with the books and records of the Company; , (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 financial condition of the Company at the dates therein indicated and the results of operations and cash flows of the Company 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), (iv) are true, correct and complete in all material respects and (v) were prepared in accordance with GAAP GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Company, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be materialinvolved. (cb) Except as and to the extent The Company has no Liabilities of any nature other than (i) those set forth or adequately accrued or reserved against provided for in the audited balance sheet included in the Financial Statements as of the Company as at December August 31, 2009 2022 (such date, the “Company Balance Sheet Date” and such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s business since the Company does Balance Sheet Date in the ordinary course consistent with past practice that are of the type that ordinarily 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 and (iii) those incurred by the Company in connection with the execution of this Agreement. 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. 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 liability, indebtedness, expense, claim, deficiency, guaranty debt or other obligation of any type 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 natureother 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 accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown the “Accounts Receivable”) as reflected on the Company Balance Sheet and whether or not required by GAAP to as will be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred Closing Financial 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 Sheet or in the aggregateCompany Closing Financial Certificate, material as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in amountaccordance 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) liabilities represented or shall represent bona fide claims against debtors for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, sales and other charges and (iii) liabilities described have been collected or are collectible in Section 4.10(cthe 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 LetterLetter sets forth, as of the Agreement Date, an aging of the Accounts Receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns. (df) The books Company has established and maintains a system of account internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and financial records expenditures of the Company are true being executed and correct and have been prepared and are maintained made only in accordance with GAAPappropriate 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 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, 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.