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

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited balance sheet of the Company as of December 31, for each of the years 2014 and 2013 and the related statement of operations and retained earnings for the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule. The Financial Statements (x) fairly present in all material respects the financial position and results of operations of the Company as of the dates and for the periods indicated, in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company. (b) The Company has no Liabilities of any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether due or to become due), except (i) Liabilities reflected or reserved against in the balance sheet of the Company as of December 31, 2014 included in the Financial Statements, (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course of Business, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to be, material to the Company.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered made available to Buyer an unaudited balance sheet complete and correct copies of the Company as of December 31Financial Statements, for each together with the report of the years 2014 and 2013 and Company’s independent auditors thereon with respect to the related statement of operations and retained earnings for the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Audited Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (xexcept as may be indicated in the notes thereto) and present fairly present in all material respects the financial position and position, results of operations and cash flows of the Company as of and the dates Subsidiaries at and for the respective periods indicatedindicated (subject, in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records case of the Company. The Company is not party unaudited Financial Statements, to any offnormal year-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amendedend adjustments), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company. (b) The Neither the Company nor any of the Subsidiaries has no any Liabilities that would be required to be set forth on or reserved against in a consolidated balance sheet of any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise the Company and whether due or to become due)the Subsidiaries prepared in accordance with GAAP, except (i) Liabilities reflected disclosed or reserved against in the balance sheet of the Company as of December 31, 2014 included Reference Balance Sheet or specifically disclosed in the Financial Statementsnotes thereto, (ii) Liabilities that were incurred after December 31, 2014 the Balance Sheet Date in the Ordinary Course ordinary course of Businessbusiness, (iii) Liabilities that have not had and would not, individually and in the aggregate, reasonably be expected to have a Company Material Adverse Effect and (iv) Liabilities incurred in connection with this Agreement including amounts and the transactions contemplated hereby. (c) The Company and the Subsidiaries have devised and maintained systems of internal accounting controls with respect to be included their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in Company Transaction Expenses accordance with management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for employee bonuses items, (iii) access to be paid by the Company, their property and assets is permitted only in accordance with management’s general or specific authorization and (iv) Liabilities arising out recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences. (d) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Promissory Note Exchange Act; such disclosure controls and (v) Liabilities procedures have been designed to ensure that have not been material information relating to the Company and would not reasonably be expected to be, material its subsidiaries is made known to the Company’s disclosure practices committee by others within those entities; and such disclosure controls and procedures are effective at a reasonable assurance level.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an Acquirer its unaudited balance sheet of the Company financial statements as of and for the fiscal years ended December 31, 2017, 2016 and 2015 and its unaudited financial statements for the six-month period ended June 30, 2018 (including, in each of the years 2014 and 2013 and the related statement case, balance sheets, statements of operations and retained earnings for the twelve statements of cash flows) (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31collectively, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and ”), which are attached to Section 2.8 included as Schedule 2.4(a) of the Company Disclosure ScheduleLetter. The Financial Statements (xi) fairly present in all material respects the financial position are derived from and results of operations of the Company as of the dates and for the periods indicated, in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records of the Company. The , (ii) 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 is not party to any off-balance sheet Contract or other “off balance sheet arrangements” at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified, (as defined iv) are true, correct and complete and (v) were prepared in Item 303(a) accordance with GAAP, except for the absence of Regulation S-K under footnotes, applied on a consistent basis throughout the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Companyperiods involved. (b) The Company has no does not have any Liabilities of any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether due or to become due), except other than (i) Liabilities reflected those set forth or reserved against adequately provided for in the balance sheet included in the Financial Statements as of June 30, 2018 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s business since the Company as Balance Sheet Date in the ordinary course consistent with past practice that are of December 31the type that ordinarily recur and, 2014 included 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 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 not ever guaranteed any debt or other obligation of any 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 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, 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 consistent with past practice and represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof within 60 days following the Agreement Date, less an amount not in excess of the allowance for doubtful accounts provided for in 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 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 incurred after December 31, 2014 represented or shall represent bona fide claims against debtors for sales and other charges and (iii) have been collected or are collectible in the Ordinary Course 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 Businessthe 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 Letter 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. (f) 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) Liabilities incurred regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and (iv) that the amount recorded for assets on the books and records of the Company 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 connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid the preparation of financial statements or the internal accounting controls utilized by the Company, (iv) Liabilities arising out or any claim or allegation regarding any of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to beforegoing. Neither the Company nor, material 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 no significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data. There has been no change in the Company’s accounting policies since the Company’s inception, except as described in the Financial Statements.

Financial Statements; No Undisclosed Liabilities. (a) [Intentionally omitted.] (b) The Company has delivered to furnished Buyer an unaudited balance sheet of with the Company as of December 31, for each of the years 2014 and 2013 and the related statement of operations and retained earnings for the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule. The Financial Statements (xother than the Interim Financial Statements) have been prepared in accordance with GAAP, consistently applied throughout the period covered thereby, except as otherwise expressly described in the Financial Statements and, in the case of the Interim Financial Statements, subject to normal year-end adjustments (which are not expected to be material to the Company and its Subsidiaries, taken as a whole) and the absence of disclosures normally made in footnotes. The balance sheets in the Financial Statements (other than the Interim Financial Statements) fairly present present, in all material respects respects, the financial position of the Company and the results of operations for the periods covered thereby, as of the dates thereof, and the related statements of income or operations, as applicable, member’s equity (to the extent included in the Financial Statements) and cash flows fairly present, in all material respects, the results of the income or operations, as applicable, member’s equity (to the extent included in the Financial Statements) and cash flows of the Company as of the dates and for the periods indicated, in accordance each case, other than with respect to the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company. (b) The Company has no Liabilities of any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether due or to become due), except (i) Liabilities reflected or reserved against in the balance sheet of the Company as of December 31, 2014 included in the Interim Financial Statements, (ii) Liabilities incurred after December 31in accordance with GAAP, 2014 consistently applied throughout the period covered thereby. Except as set forth in Disclosure Schedule 3.05(b), since the Interim Balance Sheet Date, the Company and each of its Subsidiaries has been operated and maintained in all material respects in the Ordinary Course of Business, and there has not been any Material Adverse Effect. (c) The Company and its Subsidiaries do not have any Liabilities of a type required to be reflected or reserved for on a balance sheet or the notes thereto prepared in accordance with GAAP, except: (i) Liabilities reflected on the Financial Statements; (ii) Liabilities incurred in the Ordinary Course of Business since the date of the balance sheet included in the Interim Financial Statements; (iii) Liabilities that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; or (iv) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to be, material to the CompanyTransactions.

Financial Statements; No Undisclosed Liabilities. (a) The Company Seller has delivered to Buyer Acquirer (a) unaudited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2007 and 2006, and the related unaudited consolidated statements of income for each of the fiscal years then ended, and (b) an unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31at November 30, for each of the years 2014 and 2013 2008, and the related unaudited consolidated statement of operations and retained earnings income for the twelve eleven month period then ended (12) months ended December 31 for each of the years 2014 and 2013“Interim Financial Statements”). The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to in this Section 4.6 (including the Interim Financial Statements) are sometimes collectively referred to in this Agreement as the “Financial Statements.” and are attached to Section 2.8 Except as set forth on Schedule 4.6 of the Company Disclosure Schedule. The , each Financial Statements (x) fairly present in all material respects the financial position and results of operations of the Company as of the dates and for the periods indicated, Statement has been prepared in accordance with the applicable Historical Accounting Principles, U.S. generally accepted accounting principals (“GAAP”) applied on a consistent basis during such periods and (y) the Financial Statements have been prepared frombasis, and are each is in accordance with, with the books and records of the CompanyCompany and its Subsidiaries. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company*** *** . (b) The Company has no Liabilities and its Subsidiaries do not have any liability, loss, cost, or expense, whether fixed or contingent, of any a nature whatsoever required to be reflected on a balance sheet (whether accrued, absolute, determined, contingent or otherwise and whether due or to become due), in the notes thereto) prepared in accordance with GAAP except for (i) Liabilities reflected liabilities appearing on, or accrued or reserved against in the balance sheet of the Company as of December 31in, 2014 included in the Financial Statements, (ii) Liabilities incurred liabilities which have arisen after December 31November 30, 2014 2008 (the “Financial Date”) in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which are either immaterial in amount or shall be reflected on the Closing Date Balance Sheet (as defined below) and which did not result from, (iii) Liabilities incurred arise out of, relate to, are not in connection with this Agreement including amounts to be included in the nature of or were not caused by any breach of contract, breach of warranty, tort, infringement or violation of law. Between the Financial Date and the Closing Date, the Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that have did not been and would not reasonably be expected to be, material to the Companytransfer or sell any long term assets.

Financial Statements; No Undisclosed Liabilities. (a) The Company Seller has delivered made available to Buyer an unaudited balance sheet Purchaser (i) a copy of the Company Company’s audited consolidated balance sheets as of December January 31, for each of the years 2014 2004 and 2013 2003 and the related statement consolidated statements of operations income, cash flows and retained earnings stockholder’s equity and comprehensive income for the twelve (12) months three fiscal years ended December 31 for each January 31, 2004, accompanied by the report of the years 2014 Company’s independent public accountants thereon and 2013. The Company has also delivered to Buyer (ii) a copy of the monthly Company’s unaudited consolidated balance sheets for the five (5) months ended May sheet as of July 31, 2015 2004 and the related monthly statement consolidated statements of operations income and retained earnings. All cash flows for the financial statements referenced above are herein referred to as six-month period then ended (collectively, the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule”). The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (x“GAAP”) (subject, in the case of unaudited financial statements, to normal, recurring year-end adjustments and the absence of notes thereto) applied on a consistent basis throughout the periods indicated. The Financial Statements present fairly present in all material respects the financial position condition and operating results of the Company and its Subsidiaries as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. The Company maintains a standard system of accounting established and administered in accordance with GAAP. The Company’s unaudited balance sheet as of July 31, 2004 is referred to in this Agreement as the “Company Balance Sheet.” (b) All accounts and notes receivable of the Company and the Subsidiaries reflected in the Company Balance Sheet have arisen in the ordinary course of business from bona fide transactions, represent valid obligations due to the operations of the Company as of or the dates and for the periods indicated, Subsidiaries in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such periods their terms and (y) the Financial Statements have been prepared from, and are properly accounted for in accordance with, with GAAP (subject to normal year-end adjustments and the books and records absence of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amendednotes thereto), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company. (bc) The Neither the Company nor any Subsidiary has no Liabilities any liability or any obligations of any nature whatsoever (nature, whether or not accrued, absolute, determined, contingent or otherwise otherwise, and whether due or to become due)due or asserted or unasserted, except for (ia) Liabilities reflected or reserved against in liabilities shown on the balance sheet Company Balance Sheet, (b) liabilities and obligations incurred prior to the date of the Company as of December 31, 2014 included Balance Sheet in the Financial Statementsordinary course of business which will not be required by GAAP to be reflected in, (ii) Liabilities incurred after December 31, 2014 reserved against or otherwise described in the Ordinary Course of BusinessCompany Balance Sheet and that would not, individually or in the aggregate, have a Material Adverse Effect and (iiic) Liabilities liabilities and obligations incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by since the Company, (iv) Liabilities arising out date of the Promissory Note Company Balance Sheet in the ordinary course of business and (v) Liabilities that which have not been and would not reasonably be expected to behave, material to individually or in the aggregate, a Material Adverse Effect on the Company.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited the Purchaser the annual audited consolidated balance sheet sheets, income statements and statements of cash flow of the Company Group Companies as of and for the year ended December 31, for each 2013, as well as unaudited consolidated balance sheets, income statements and statements of the years 2014 and 2013 and the related statement of operations and retained earnings cash flow for the twelve (12) three months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May March 31, 2015 and 2014 (the related monthly statement of operations and retained earnings. All the foregoing financial statements referenced above and any notes thereto are herein hereinafter referred to as the “Financial Statements” ”). Such Financial Statements have been prepared from the books and are attached to Section 2.8 records of the Company Disclosure Schedule. The Financial Statements (x) Group Companies and fairly present present, in all material respects respects, the financial position and condition, results of operations and cash flows of such Group Company at the Company as of the dates and for the date or periods therein indicated, and were prepared in accordance with the applicable Historical Accounting Principles, GAAP applied on a consistent basis during such periods and the period involved (y) the Financial Statements have been prepared from, and are in accordance with, the books and records of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934except, as amendedto the unaudited financial statements, for the omission of notes thereto and normal year-end audit adjustments), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company. (b) The No Group Company has no Liabilities 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 whatsoever (whether accruednature, absolute, determined, contingent or otherwise and whether due or to become due), except absolute, accrued, contingent or otherwise, other than (i) Liabilities as reflected or reserved against in the consolidated balance sheet of included in the Company as of audited Financial Statements for the year ended December 31, 2014 included 2013 or (ii) current liabilities that were incurred after the Balance Sheet Date in the ordinary course of the Group Companies’ business consistent with past practices that are not material in the aggregate or (iii) are not and would not be material to the business of the Group Companies. (c) Each Group Company has good and marketable title to all assets set forth on the balance sheets of the Financial Statements, (ii) Liabilities incurred after December 31except for such assets as have been spent, 2014 sold or transferred in the Ordinary Course ordinary course of Business, business since the Balance Sheet Date. (iiid) Liabilities incurred Each Group Company maintains a standard system of accounting established and administered in connection accordance with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to be, material to the CompanyGAAP.

Financial Statements; No Undisclosed Liabilities. (ai) The Except as set forth on Schedule 4(j)(i), the Company (i) has delivered implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are reasonably designed to Buyer ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the individuals responsible for the preparation of the Company’s filings with the Commission and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the Board’s audit committee (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. There is no transaction, arrangement or other relationship between the Company and/or any of its Subsidiaries and an unaudited unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in the Company SEC Documents and is not so disclosed. The financial statements and related notes of the Company as of December 31, for each of and its consolidated Subsidiaries included or incorporated by reference in the years 2014 and 2013 and the related statement of operations and retained earnings for the twelve Company SEC Documents (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” ”), and are attached to Section 2.8 of be included or incorporated by reference in the Company Disclosure Schedule. The Financial Statements Registration Statement and the Prospectus (xas defined below) fairly present or will fairly present, as the case may be, in all material respects, the Company’s consolidated financial condition, results of operations, and cash flows for the dates or periods indicated thereon. Such financial statements have been or will be, as the case may be, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied in all material respects the financial position and results of operations of the Company as of the dates and for the periods indicated, in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such throughout the periods indicated. (ii) Except as set forth on Schedule 4(j)(ii) and except for (i) those liabilities that are reflected or reserved for in the Financial Statements, (ii) liabilities incurred since December 31, 2016 in the ordinary course of business consistent with past practice (it being agreed that a violation of law in any material respect or a material litigation or other adverse proceeding shall not be deemed ordinary course), (iii) liabilities incurred pursuant to the transactions contemplated by this Agreement, and (iv) (x) liabilities that would be required to be included on a balance sheet prepared in accordance with GAAP that would not, individually or in the aggregate, be materially adverse to the Company and/or any of its Subsidiaries, taken as a whole, and (y) other liabilities that would not, individually or in the Financial Statements aggregate, have been prepared from, and are in accordance witha Material Adverse Effect, the books and records of the Company. The Company is does not party to have any off-balance sheet Contract liabilities or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company. (b) The Company has no Liabilities obligations of any nature whatsoever (whether accrued, absolute, determinedcontingent, contingent or otherwise and whether due or to become dueotherwise), except (i) Liabilities reflected or reserved against in the balance sheet of the Company as of December 31, 2014 included in the Financial Statements, (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course of Business, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to be, material to the Company.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited balance sheet Purchaser true, correct and complete copies of (i) audited financial statements with respect to the Company as of for the fiscal year ended December 31, 2004 and (ii) unaudited financial statements with respect to the Company for each of the years 2014 and 2013 quarter ended March 31, 2005 and the related statement subsequent partial period ended as of operations and retained earnings for the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “2005 (collectively, "Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule"). The Financial Statements (x) have been prepared in accordance with the books and records of the Company and GAAP, and fairly and accurately present in all material respects the assets, liabilities (including reserves) and the financial position condition and results of operations of the Company as of such balance sheet date or the dates and period then ended, as the case may be. The Company's balance sheets for the periods indicatedquarter ended March 31, 2005 and the subsequent partial period ended as of May 31, 2005 have adequate accruals for Taxes and deferred revenue, each of which the Company accrued in accordance with GAAP from December 31, 2004 until the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the CompanyClosing Date. (b) The Other than as set forth on SCHEDULE 3.15(b), the Company has no Liabilities not incurred any liabilities or obligations of any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether due or to become due)nature, except liabilities or obligations: (i) Liabilities reflected or reserved against in as and to the extent set forth on the Company's balance sheet of the Company sheets as of December March 31, 2014 included in 2005 (the Financial Statements, "Balance Sheet Date"); or (ii) Liabilities incurred after December 31, 2014 the Balance Sheet Date in the Ordinary Course ordinary course of Businessbusiness consistent with past 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) Liabilities incurred derivatives to the extent that the fair value thereof is not fully reflected as a liability or asset in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, financial statements; or (iv) Liabilities 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 financial statements, it is not probable that a loss has been incurred or, if probable, is not reasonably estimable; or (C) liabilities as to which the amount recognized in the financial statements is less than the reasonably possible maximum exposure to loss under the obligation as of the date of the financial statements, but exclude contingent liabilities arising out of the Promissory Note and litigation, arbitration or regulatory actions (v) Liabilities that have not been and would not reasonably be expected otherwise related to be, material to the Companyoff-balance sheet arrangements).

Financial Statements; No Undisclosed Liabilities. (ai) The Company has delivered to Buyer an unaudited balance sheet financial statements of the Company as of December 31, for each of included in the years 2014 and 2013 and the related statement of operations and retained earnings for the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule. The Financial Statements (x) fairly present in all material respects the financial position and results of operations of the Company as of the dates and for the periods indicated, SEC Reports have been prepared in accordance with the applicable Historical Accounting Principles, accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the Financial Statements have been prepared from, and are in accordance with, the books and records failure of the Company. The Company is not party to any off-balance sheet Contract meet its financial projections or other “off balance sheet arrangements” (as defined in Item 303(az) the execution and delivery of Regulation S-K under this Agreement and consummation of the Securities Exchange Act transactions contemplated hereby (each of 1934, as amendedclauses (A), where (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the intended effect of such Contract is foreseeable future, which if it were to avoid disclosure of any material transaction involvingoccur, could, individually or material Liabilities ofin the aggregate, the Companyhave a Material Adverse Change. (biii) The Without limiting the generality of the foregoing paragraph (ii), the Company has no Liabilities of any nature whatsoever liabilities or obligations (whether actual, accrued, absolute, determinedfixed, contingent contingent, liquidated, unliquidated or otherwise otherwise, and whether due or to become due), except for (i) Liabilities reflected liabilities or reserved against in obligations shown on the balance sheet of the Company as of December 31September 30, 2014 included in 2007 (the Financial Statements“Most Recent Balance Sheet”), (ii) Liabilities incurred after December 31liabilities under any agreements, 2014 contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the Ordinary Course notes thereto, prepared in accordance with GAAP (none of Businesswhich relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) Liabilities liabilities incurred in connection with this Agreement including amounts the ordinary course of business since September 30, 2007 (none of which relates to be included in Company Transaction Expenses for employee bonuses to be paid a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by the Company, Governmental Authorities) and/or (iv) Liabilities arising out of other liabilities that are, individually and in the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to beaggregate, material to the Companyimmaterial.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an audited and unaudited balance sheet consolidated financial statements of the Company (including any notes and schedules thereto) included in the Company SEC Documents or incorporated therein by reference (i) complied, as of December 31their respective dates, for each of the years 2014 and 2013 and the related statement of operations and retained earnings for the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered as to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31form, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule. The Financial Statements (x) fairly present in all material respects with all applicable accounting requirements and with the financial position published rules and results of operations regulations of the Company SEC with respect thereto as of in effect on the dates of filing and for the periods indicatedeffectiveness thereof, (ii) were prepared in accordance with GAAP as in effect on the applicable Historical Accounting Principlesdates of such financial statements, applied on a consistent basis during such throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto and, in the case of unaudited statements, as permitted by the rules and (y) regulations of the Financial Statements have been prepared fromSEC, including being subject to normal year-end adjustments which were not, and are not expected to be, material in accordance withamount) and (iii) fairly present, in all material respects, the books and records consolidated financial position of the Company. The Company is and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods therein indicated (subject, in the case of unaudited statements, to normal year-end adjustments which were not, and are not party expected to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined be, material in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amendedamount), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company. (b) The Except (i) as set forth, reflected or reserved against in the consolidated balance sheet (including the notes thereto) of the Company included in the Company 2004 Form 10-K or (ii) for liabilities and obligations incurred since January 29, 2005 in the ordinary course of business consistent with past practice or not otherwise prohibited by this Agreement, neither the Company nor any of its Subsidiaries has no Liabilities any liabilities or obligations that are of any a nature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether due or otherwise) that would be required to become due), except (i) Liabilities be reflected or reserved against in the on a consolidated balance sheet of the Company as of December 31, 2014 included and its Subsidiaries prepared in accordance with GAAP or in the Financial Statementsnotes thereto, (ii) Liabilities incurred after December 31except for such liabilities and obligations which would not, 2014 individually or in the Ordinary Course of Businessaggregate, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to be, material to the Companyhave a Company Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) The Section 3.12 of the Company has delivered to Buyer an Disclosure Schedule contains the following financial statements (collectively, the “Financial Statements”): (i) the unaudited balance sheet of the Company as of May 31, 2011 (the “Interim Balance Sheet”) and the related statements of income for the five-month period then ended; and (ii) the unaudited balance sheet of the Company as of December 31, for each of the years 2014 and 2013 2010 (including Default Servicing, Inc. from January 1, 2010 to January 15, 2010), and the related statement of operations and retained earnings income for the respective twelve (12) months ended December 31 for each month period then ended. (b) The Financial Statements were prepared in accordance with the books and records of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets Company, in accordance with GAAP, consistently applied, except for the five (5) months ended May 31, 2015 and the related monthly statement absence of operations and retained earnings. All the financial statements referenced above are herein referred to complete footnote disclosure as the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedulerequired by GAAP. The Financial Statements (x) present fairly present in all material respects accordance with GAAP the financial position and results of operations condition of the Company as of the dates indicated and the results of operations of the Company for the respective periods indicated, in accordance with the applicable Historical Accounting Principlessubject to changes resulting from normal, applied on a consistent basis during such periods and (y) the recurring period-end audit adjustments, which adjustments shall not be material. The Financial Statements have been prepared from, and are in accordance with, reflect the books and records consistent application of GAAP throughout the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Companyperiods involved. (c) Except as and to the extent the amounts are specifically accrued or disclosed in the Interim Balance Sheet, the Company does not have any Liabilities, whether or not required by GAAP to be reflected in the Interim Balance Sheet, except for (a) Liabilities under an executory portion of a Contract, (b) The Company has no Liabilities of any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise for costs and whether due or to become due), except (i) Liabilities reflected or reserved against in the balance sheet of the Company as of December 31, 2014 included in the Financial Statements, (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course of Business, (iii) Liabilities expenses incurred in connection with the transactions contemplated by this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the CompanyAgreement, (iv) Liabilities arising out of the Promissory Note and (vc) Liabilities that were incurred in the ordinary course of business consistent with past practice since the date of the Interim Balance Sheet. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the Company does not have not been any outstanding Indebtedness and would not reasonably as of the Closing, all Liens on the Acquired Assets will be expected to be, material to the Companydischarged.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited balance sheet Section 5.7(a) of the Company as of December 31Disclosure Letter sets forth true, for each accurate and complete copies of the years 2014 and 2013 and the related statement of operations and retained earnings for the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule. The Financial Statements (x) fairly present present, in all material respects respects, the consolidated financial position and the consolidated results of operations of the Company Titan Holdings II B.V. and its Subsidiaries as of the their respective dates and for the periods indicated, indicated in such Financial Statements and (y) have been prepared in accordance with the applicable Historical Accounting Principles, IFRS applied on a consistent basis during in all material respects throughout the periods covered thereby, with only such periods and (y) deviations from such accounting principles or their consistent application as are referred to in the notes to the Financial Statements have been prepared fromand subject, and are in accordance with, the books and records case of the Company. The Company is not party Unaudited Financial Statements, to any off(i) normal year-balance sheet Contract or other “off balance sheet arrangements” end audit adjustments and (as defined in Item 303(aii) the absence of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Companyrelated notes. (b) The Company has no Liabilities of any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether due or to become due), except Except (i) Liabilities as set forth in Section 5.7(b) of the Disclosure Letter or as adequately reflected or reserved against in the Financial Statements (including the footnotes thereto), (ii) for liabilities incurred in the ordinary course of business of the Company Group since the date of the Interim Balance Sheet (none of which results from breach of Contract, breach of warranty, violation of Law or any Order, tort, infringement or misappropriation), (iii) for liabilities or obligations arising under this Agreement or the performance by the Company and its Subsidiaries of their respective obligations hereunder, and (iv) as would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Company Group, taken as a whole, no member of the Company Group has any liabilities or obligations (whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent) of a type that are required by IFRS to be reflected or reserved against in a balance sheet of the Company Titan Holdings II B.V. and its Subsidiaries. (c) Except as of December 31, 2014 included set forth in the Financial Statements, as of the date hereof, no member of the Company Group maintains any material undisclosed “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the SEC. (d) Each member of the Company Group maintains a system of accounting established and administered in accordance with IFRS and internal controls over financial reporting designed to provide reasonable assurance regarding the reliability of such entity’s financial reporting and the preparation of financial statements in accordance with IFRS and to provide reasonable assurance that: (i) records are maintained in reasonable detail that accurately and fairly reflect in all material respects the transactions and dispositions of the assets of the Company Group; (ii) Liabilities incurred after December 31transactions are recorded on a timely basis, 2014 as necessary to permit preparation of financial statements in accordance with IFRS, and that material transactions are being made only in accordance with authorizations of management and/or the Ordinary Course board of Business, directors (or equivalent authority) of the Company Group; and (iii) Liabilities incurred unauthorized acquisition, use or disposition of the Company Group’s assets that could have a material effect on such entity’s financial statements are timely detected and/or prevented. There are no significant deficiencies or material weaknesses in connection with the design or operation of such system of internal control over financial reporting that are likely to adversely affect in any material respect the ability of the Company Group to record, process, summarize and report financial information. Since September 1, 2021, there have been no instances of fraud that involve the Company Group’s management or other employees who have a significant role in such entity’s system of internal control over financial reporting. (e) The Company (i) was formed for the purpose of being a holding company to the Company Group, (ii) has no assets, liabilities or obligations of any nature other than (A) for cash and cash equivalents and Tax assets and liabilities, (B) the Purchased Interests, (C) those incident to its formation and to holding the Purchased Interests, (D) those arising pursuant to its Organizational Documents, (E) those arising pursuant to this Agreement including amounts and the Ancillary Agreements or the transactions contemplated hereby or thereby or (F) those that are, individually and in the aggregate, de minimis in nature, and (iii) (x) does not engage, and prior to be included the Closing, will not have engaged in, any business activities other than those incidental to its direct or indirect ownership interests in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out any member of the Promissory Note Company Group (other than activities that are de minimis in nature), including pursuant to this Agreement, and (vy) Liabilities that have does not been have, and would not reasonably be expected to be, material prior to the CompanyClosing, will not have had any employees. (f) The calculation of the Estimated Purchase Price will not include any cash or cash equivalents of any Affiliate of the Seller that is not a member of the Company Group. (g) The Company (i) is, and will be at all times until immediately prior to the Closing, a Foreign Business or (ii) qualifies, and will at all times until immediately prior to the Closing will qualify, as a Foreign Private Issuer if it were a registrant with the SEC.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited balance sheet Section 3.05(a) of the Company as of December 31, for each Seller Disclosure Letter sets forth true and correct copies of the years 2014 and 2013 and the related statement of operations and retained earnings for the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule. The Financial Statements (x) have been prepared in all material respects in accordance with GAAP and on that basis fairly present in all material respects the financial position and results of operations of the Company Business as of the dates and for the periods indicatedindicated therein, except as may be indicated in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Companynotes thereto. (b) The Neither the Transferred Company has no Liabilities nor the Business is subject to any liabilities or obligations of any nature whatsoever (nature, whether accrued, absolute, determined, contingent determinable, fixed or otherwise and contingent, whether due or not of a type that would be required to become due)be reflected on a balance sheet prepared in accordance with the Accounting Principles as of the date hereof, except for those liabilities and obligations (i) Liabilities disclosed, reflected or reserved against or provided for in the balance sheet of the Company as of December 31, 2014 included in the Financial StatementsBalance Sheet, (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course ordinary course of Businessbusiness since the date of the Balance Sheet, (iii) Liabilities incurred in connection with as contemplated by this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, or (iv) Liabilities arising out of that, individually or in the Promissory Note and (v) Liabilities that have not been and aggregate, would not reasonably be expected to beresult in a material adverse effect on the Business, material taken as a whole. (c) The books of account and other corporate and financial records of the Transferred Company and the Selling Entities, to the Companyextent related to the Business, have been maintained in accordance with sound business practices and comply in all material respects with any applicable Laws. The Transferred Company and the Selling Entities in respect of the Business have implemented and maintained systems of internal controls over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the Financial Statements) in accordance with the Accounting Principles.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an Acquirer its unaudited balance sheet of financial statements for the Company as of fiscal years ending December 31, for each of the years 2014 2017 and 2013 December 31, 2016 and the related statement of operations and retained earnings its unaudited financial statements for the twelve nine-month period ended September 30, 2018 (12including, in each case, balance sheets, statements of profits and loss and statements of cash flows) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31collectively, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule”). The Financial Statements (xi) fairly present in all material respects the financial position are derived from and results of operations of the Company as of the dates and for the periods indicated, in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records of the Company. The , (ii) 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 is not party 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 any off-balance sheet Contract normal recurring year- end adjustments, none of which individually or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amendedaggregate are or are reasonably expected to be material in amount), where (iv) are true, correct and complete (subject, in the intended effect case of such Contract is unaudited interim period financial statements, to avoid disclosure normal recurring year-end adjustments, none of any which individually or in the aggregate are or are reasonably expected to be material transaction involving, or material Liabilities of, in amount) and (v) were prepared in accordance with GAAP applied on a consistent basis throughout the Companyperiods involved. (b) The Company has no does not have any Liabilities of any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether due or to become due), except other than (i) Liabilities reflected those set forth or reserved against adequately provided for in the balance sheet included in the Financial Statements as of September 30, 2018 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s and any Company as Subsidiary’s business since the Company Balance Sheet Date in the ordinary course and consistent with past practice that are of December 31the type that ordinarily recur and, 2014 included individually or in the aggregate, are not materially different in nature or amount from Liabilities reflected on the Financial Statements 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, (ii) Liabilities the Company does not have 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 after December 31, 2014 in the Ordinary Course of Business, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out . All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied. Without limiting the generality of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to beforegoing, material to the CompanyCompany has never guaranteed any debt or other obligation of any other Person.

Financial Statements; No Undisclosed Liabilities. (a) The Company Seller has delivered to Buyer Buyer: (i) unaudited balance sheets of the Company as at December 31, 2010, 2011 and 2012 and the related unaudited statements of income, including the notes thereto; and (ii) an unaudited balance sheet of the Company as of December 31the nine months ended September 30, for each of the years 2014 and 2013 2013, and the related statement unaudited statements of operations and retained earnings for the twelve (12) months ended December 31 for each income. Each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred delivered pursuant to as this Section 3.10 were prepared in good faith and, to the “Financial Statements” and are attached to Section 2.8 Knowledge of the Company Disclosure Schedule. The Financial Statements (x) fairly present Seller, present, in all material respects respects, the financial position and results of operations condition of the Company as of the dates and for the periods indicated, in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Companydate thereof. (b) The Company has no Liabilities of any nature whatsoever (liabilities, whether accrued, absolute, determinedfixed or contingent, contingent or otherwise and whether due or to become due), except other than (i) Liabilities reflected or reserved against liabilities specifically identified in the balance sheet Section 3.10 of the Company as of December 31, 2014 included in the Financial StatementsDisclosure Schedule, (ii) Liabilities liabilities incurred after December 31, 2014 in the Ordinary Course of Businessunder this Agreement, (iii) Liabilities liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Companyordinary course of business, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities liabilities that have not been currently are not, and would not reasonably be expected to behave, material either individually or in the aggregate, a Company Material Adverse Effect and (v) liabilities disclosed on the Company Disclosure Schedule. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (c) Seller has, to the Knowledge of Seller, made available to Buyer copies of all minute books and written records in the possession of Seller or the Company.

Financial Statements; No Undisclosed Liabilities. (a) The Company has previously delivered to Buyer an unaudited Parent true and complete copies of its: (i) audited balance sheet sheets and statements of the Company income, retained earnings and cash flows as of and for its fiscal years ended December 31, for each 2017, 2018, and 2019, including all applicable footnotes; and (ii) unaudited interim balance sheets and statements of the years 2014 and 2013 and the related statement of operations and income, retained earnings and cash flows as of and for the twelve nine-month period ended September 30, 2020 (12the “Current Financial Statements” and, together with the items described in clause (i) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31above, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule”). The Financial Statements (x) present fairly present in all material respects the financial position and results of operations condition of the Company as at the end of the dates covered periods and the results of its operations and its cash flows for the periods indicated, covered periods. The Financial Statements were prepared in accordance with the applicable Historical Accounting PrinciplesGAAP, applied on a consistent basis during such periods and (y) throughout the Financial Statements have been prepared fromcovered periods, and are subject, in accordance with, the books and records case of the Company. The Current Financial Statements, to year-end audit adjustments (which will not, in the aggregate, be material, except as disclosed on Section 4.6 of the Company is not party to any off-balance sheet Contract or Disclosure Schedule) and the lack of footnotes and other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Companypresentation items. (b) The Except as set forth on Section 4.6(b) of the Company has Disclosure Schedule, there is no Liabilities liability, debt, or legally binding commitment or obligation of any nature whatsoever (whatsoever, whether accruedaccrued or fixed, absoluteabsolute or contingent, determined, contingent matured or unmatured or determined or determinable or otherwise (any such liability, debt or legally binding commitment or obligation, a “Liability”) against the Company or its Subsidiary, and whether due or not required to become due)be disclosed, or any other fact or circumstance that would reasonably be likely to result in any claims against, or any obligations or liabilities of, the Company or its Subsidiary, except for Liabilities (ia) Liabilities reflected or reserved against for on the Financial Statements or disclosed in the notes thereto, (b) that have arisen since the date of the most recent balance sheet included in the Financial Statements in the ordinary course of the operation of business of the Company and its Subsidiary, (c) under any Material Contract set forth on Section 4.6(b) of the Company Disclosure Schedule or not required to be disclosed in the Company Disclosure Schedule (other than any such Liability resulting from a breach or a default thereunder), (d) that are Transaction Expenses paid by the Company as of December 31the Closing, 2014 included and (e) that would not, individually or in the Financial Statementsaggregate, (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course of Business, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to be, material be materially adverse to the Company, taken as a whole.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer an unaudited balance sheet copies of audited financial statements of the Company as of at and for the year ended December 31, for each of 2001, together with all related schedules and notes (the years 2014 and 2013 and "Financial Statements"). The balance sheets (including, where FINAL applicable, the related statement of operations notes and retained earnings for schedules) included in the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule. The Financial Statements (x) fairly present in all material respects the financial position and results of operations of the Company as of the dates date thereof in all material respects, and the statements of income (or statements of results of operations), stockholders' equity and cash flows (including the related notes and schedules) included in the Financial Statements fairly present the results of operations, stockholders' equity, and retained earnings and cash flows, as the case may be, of the Company for the periods indicatedyear ended December 31, 2001 in accordance with GAAP, except as stated therein or, where applicable, in the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) notes to the Financial Statements have been prepared from, and are in accordance with, the books and records of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the CompanyStatements. (b) The Company has Except as disclosed on SCHEDULE 4.7, since December 31, 2001, there were no Liabilities liabilities or obligations of any nature whatsoever (whether accrued, absolute, determinedfixed, contingent contingent, liquidated, unliquidated or otherwise and whether due or to become due)) required by GAAP to be set forth on the balance sheet of the Company that were not reflected or reserved against on such balance sheet as of December 31, except (i) Liabilities 2001, included in the Financial Statements. Except as and to the extent specifically reflected or reserved against in the balance sheet of the Company Financial Statements or otherwise disclosed in SCHEDULE 4.7, as of December 31, 2014 included 2001 the Company does not have any liabilities or obligations of any nature, whether absolute, accrued, contingent, matured or unmatured or otherwise, and whether due or to become due (including, without limitation, any liability for Taxes and interest, penalties and other charges payable with respect to any such liability or obligation). Since December 31, 2001, the Company has not incurred any liabilities other than liabilities which (i) have been incurred in the Financial Statements, ordinary course of business consistent with past practice and (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course of Business, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that have not been had and would not reasonably be expected to behave, material to individually or in the Companyaggregate, a Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an Acquirer its unaudited financial statements for the last three fiscal years and its unaudited financial statements for the nine-month period ended September 30, 2021 (including, in each case, balance sheet of the Company as of December 31sheets, for each of the years 2014 and 2013 and the related statement statements of operations and retained earnings for the twelve statements of cash flows) (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31collectively, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and ”), which are attached to Section 2.8 included as Schedule 2.4(a) of the Company Disclosure ScheduleLetter. The Financial Statements (xi) fairly present in all material respects the financial position are derived from and results of operations of the Company as of the dates and for the periods indicated, in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records of the Company. The , (ii) fairly and accurately present in all material respects the consolidated financial condition of the Company is not party 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 any offnormal recurring year-balance sheet Contract end adjustments, none of which individually or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amendedaggregate are or will be material in amount), where (iii) are true, correct and complete in all material respects and (iv) were prepared in accordance with US GAAP, except for the intended effect absence of such Contract is to avoid disclosure of any material transaction involvingfootnotes in the unaudited Financial Statements, or material Liabilities of, applied on a consistent basis throughout the Companyperiods involved. (b) The Except as reflected in the Company Balance Sheet, the Company has no Liabilities of any nature whatsoever (whether accruedthat would be required to be reflected on a balance sheet prepared in accordance with US GAAP other than Liabilities incurred in the ordinary course of business since that date of the Company Balance Sheet. Except for Liabilities reflected in the Company Balance Sheet, absolutethe Company has no off-balance sheet Liability of any nature to, determinedor any financial interest in, contingent 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 US GAAP consistently applied. Without limiting the generality of the foregoing, the Company has never guaranteed any debt or other obligation of any other Person. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and whether due complete list of all Company Debt. Except as set forth on Schedule 2.4(c) of the Company Disclosure Letter, the Company has not received loans under the CARES Act or any other Applicable Law, regulation, order or directive issued by any Governmental Entity or public health agency in connection with the COVID-19 pandemic. (d) The accounts receivable of the Company (collectively, the “Accounts Receivable”) as reflected on the Company Balance Sheet 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 are collectible in the book amounts thereof within 60 days following the Agreement Date, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet, as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with US GAAP consistently applied and in accordance with the Company’s past practice and are reasonably expected to become due), except be 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) Liabilities reflected arose or reserved against shall arise in the balance sheet ordinary course of business and consistent with past practice, (ii) represented or shall represent bona fide claims against debtors for sales and other charges and (iii) have been collected or are collectible in the book amounts thereof within 60 days following the Agreement Date, less allowances for doubtful accounts and warranty returns determined in accordance with US GAAP consistently applied and the Company’s past practice that are reasonably expected to be sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. To the knowledge of the Company, none of the Accounts Receivable is subject to any claim of offset, recoupment, set-off or counter-claim and 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, except a Permitted 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(d) of the Company Disclosure Letter sets forth, as of December 31the Agreement Date, 2014 included 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(d) 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. (e) 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 US 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 Company and (iv) that the amount recorded for assets on the books and 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 or, to the knowledge of the Company, any current or former employee, consultant or director of the Company, has identified, been made aware of, or received notice 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. 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 financial statements of the Company. 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 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 in the same manner in which the Company’s financial data is summarized and reported prior to the date hereof. 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 and/or disclosed in the financial statement footnotes thereto as required by such Topic 450. There has been no change in the Company’s accounting policies since January 1, 2019, except as described in the Financial Statements, (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course of Business, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to be, material to the Company.

Financial Statements; No Undisclosed Liabilities. (a) The Schedule 4.5(a) contains (i) the balance sheets of the Company has delivered to Buyer an as of April 24, 2011 and April 25, 2010 (the “Balance Sheets”), and the related statements of operations for the fiscal years then ended, in each case, as derived from the audited consolidating financial schedules of Seller (together with the Balance Sheets, the “Derived Financial Statements”), and (ii) the unaudited balance sheet of the Company as of December 31November 20, for each of 2011 (the years 2014 and 2013 “Latest Balance Sheet”) and the related unaudited statement of operations and retained earnings cash flows for the twelve period then ended (12) months ended December 31 for each of together with the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 Derived Financial Statements and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as Latest Balance Sheet, the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule”). The Financial Statements have been prepared from the books and records of the Company in accordance with GAAP consistently applied in all material respects (xexcept (A) as may be indicated in the footnotes thereto and/or (B) in the case of unaudited Financial Statements, for the absence of footnotes and for normal year-end adjustments). (b) Except as set forth on Schedule 4.5(b), the Financial Statements fairly present in all material respects the financial position and position, results of operations and cash flows of the Company as of the dates and for the periods indicated, each in accordance with GAAP consistently applied (except (i) as may be indicated in the applicable Historical Accounting Principlesfootnotes thereto and/or (ii) in the case of unaudited Financial Statements, applied on a consistent basis during such periods for the absence of footnotes and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records of the Company. The Company is not party to any offfor normal year-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amendedend adjustments), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company. (bc) The Except as disclosed on Schedule 4.5(c) and except for (i) Liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) Liabilities reflected in, reserved against or otherwise set forth on the Latest Balance Sheet or described in the notes thereto, the Company has no Liabilities with respect to the operation and support of any nature whatsoever (whether accruedthe Business that would be required by GAAP to be reflected in, absolute, determined, contingent reserved against or otherwise and whether due or to become due), except (i) Liabilities reflected or reserved against in set forth on the balance sheet Latest Balance Sheet of the Company as of December 31, 2014 included or described in the Financial Statements, (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course of Business, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to be, material to the Companynotes thereto.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an Financial Statements Schedule consists of: (i) the Company's unaudited balance sheet of the Company as of December 31November 30, for each of 2022 (the years 2014 and 2013 "Latest Balance Sheet") and the related statement of operations and retained earnings income for the twelve eleven-month period then-ended (12collectively, the "Interim Financial Statements") months ended December 31 for each of and (ii) the years 2014 and 2013. The Company has also delivered to Buyer the monthly Company's unaudited balance sheets and statement of income for the five (5) months fiscal years ended May December 31, 2015 2021 and December 31, 2020 (collectively, with the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Interim Financial Statements” and are attached to Section 2.8 of , the Company Disclosure Schedule"Financial Statements"). The Except as set forth on the Financial Statements (x) Schedule or in any notes included in the Financial Statements, the Financial Statements have been prepared in accordance in all respects with GAAP, consistently applied throughout the relevant reporting period, and present fairly present in all material respects the financial position condition and results of operations of the Company as of the dates times and for the periods indicatedreferred to therein, in accordance with subject to (x) the applicable Historical Accounting Principles, applied on a consistent basis during such periods absence of footnote disclosures and (y) changes resulting from normal and recurring year‑end adjustments, in each case, none of which would, alone or in the Financial Statements have been prepared fromaggregate, and are in accordance withbe material to the business, the books and records operations, assets, liabilities, financial condition, operating results or cash flow of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company. (b) The Company has no Liabilities of any nature whatsoever (outstanding liabilities, debts or obligations, whether accruedknown or unknown, absolute, determinedaccrued, contingent contingent, liquidated, unliquidated or otherwise and whether otherwise, due or to become due)due or otherwise, except other than liabilities, debts and obligations (i) Liabilities specifically reflected or and adequately reserved against for on the Latest Balance Sheet, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Latest Balance Sheet (none of which is a liability or obligation for breach of contract or warranty, tort, infringement, or any action, suit, proceeding or investigation), (iii) under this Agreement, the Transaction Documents or other agreements entered into in connection with the consummation of the transactions contemplated hereby, or (iv) disclosed on the Financial Statements Schedule. (c) The Financial Statements are based on, and consistent with in all material respects, the books and records of the Company (which in turn are true, correct and complete in all material respects). The Company is not a party to, and has no commitment to become a party to, any joint venture, off-balance sheet partnership or any similar off-balance sheet agreement relating to any transaction or relationship between the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person, on the other hand. (d) The Company has established and adhered to a system of internal accounting controls (i) that is similar in all material respects to systems utilized by other privately held companies of the same size in the same industry and (ii) which are designed to provide assurance regarding the reliability of financial reporting. There has not been (i) any significant deficiency or weakness in the system of internal accounting controls used by the Company, (ii) any fraud by any employee of the Company, (iii) any wrongdoing that involves any person who has or had a role in the preparation of financial statements or the internal accounting controls used by the Company or (iv) any written claim or allegation regarding any of the foregoing. (e) All of the trade accounts, receivables, notes receivable, negotiable instruments and chattel paper of the Company ("Receivables") have arisen from bona fide transactions in the ordinary course of business of the Company and are in accordance with GAAP. None of the Receivables are subject to any presently outstanding counterclaim or setoff. All reserves, allowances and discounts with respect to the Receivables are consistent in extent with reserves, allowances and discounts previously maintained by the Company in the ordinary course of business. (f) The inventory of the Company as of December 31the date of the Latest Balance Sheet, 2014 included is listed on the Inventory Schedule. All inventory of the Company as presented on the Inventory Schedule or in the Financial StatementsStatements (i) are in all material respects of a quality and quantity useable or saleable in the ordinary course of business, consistent with past practice, (ii) Liabilities incurred after December 31are in compliance with applicable Law in all material respects, 2014 in the Ordinary Course of Business, and (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid are held by the Company, Company free and clear of any Liens except for Permitted Liens. (ivg) Liabilities arising out Subsection (g) of the Promissory Note Financial Statements Schedule contains a true, correct and (v) Liabilities that have not been and would not reasonably be expected to be, material to complete list of all indebtedness for borrowed money of the Company.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited Set forth on Schedule 3.7(a) are: (i) the combined audited balance sheet sheets of the Company Companies and JTS Realty Investment Company, LLC as of December 31, 2021 and 2022; (ii) the related combined audited statements of operations for each the years ended December 31, 2021 and 2022; (iii) an unaudited balance sheets of the years 2014 DAS as of June 30, 2023 (the “Interim Balance Sheet”); and 2013 and (iv) the related statement unaudited statements of operations profit and retained earnings loss for the twelve six (126) months ended December 31 for each of June 30, 2023 (the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31foregoing financial statements, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as collectively, the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule”). The Financial Statements (xi) fairly present have been prepared from the books and records of each Company in accordance with GAAP, consistently applied, (ii) are correct in all material respects respects, and (iii) present fairly, in all material respects, changes in shareholders equity, the financial position condition and results of operations of the Company Companies as of the respective dates thereof and for the respective periods indicatedcovered thereby, subject, in accordance with the applicable Historical Accounting Principlescase of the unaudited Financial Statements, applied on a consistent basis during such periods to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and (y) the Financial Statements have been prepared from, and are in accordance with, the absence of footnotes. The books and records of each Company are correct, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the Companytransactions and actions therein described. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined At the Closing, all such books and records will be in Item 303(a) the possession of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the applicable Company. (b) The Company has no Liabilities None of the Companies have any nature whatsoever (whether accruedLiabilities, absolute, determined, contingent or otherwise and whether due or to become due), except except: (i) Liabilities reflected on, or reserved against in the balance sheet of the Company as of December 31in, 2014 included in the Financial Statements, ; (ii) Liabilities incurred after December 31, 2014 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 incurred set forth on Schedule 3.7(b). (c) Each Company maintains internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in connection accordance with this Agreement including amounts management’s general or specific authorizations, (ii) transactions are recorded as necessary to be included permit preparation of financial statements in Company Transaction Expenses conformity with GAAP and to maintain accountability for employee bonuses assets, (iii) access to be paid by the Companyassets is permitted only in accordance with management’s general or specific authorization, and (iv) Liabilities arising out the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has never been (x) any significant deficiency or material weakness in any system of internal accounting controls used by any of the Promissory Note Companies, (y) any fraud or other wrongdoing that involves any of the management or other employees of any of the Companies who have a role in the preparation of financial statements or the internal accounting controls used by any of the Companies, or (z) any claim or allegation regarding any of the foregoing. (d) Schedule 3.7(d)(i) sets forth a correct list of all Company Indebtedness of each Company and (videntifies for each item of Company Indebtedness the outstanding amount thereof as of the date of this Agreement. Schedule 3.7(d)(ii) Liabilities that have not been sets forth a correct list of all Equipment and would not reasonably be expected to be, material to Truck Indebtedness of each Company and identifies for each item of Equipment and Truck Indebtedness the Companyoutstanding amount thereof as of the date of this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited balance sheet Section 4.07 of the Seller Disclosure Schedule sets forth (a) the audited statement of assets of the Company to be acquired and liabilities of the Company to be assumed as of September 30, 2001 (the “Balance Sheet”), and the audited statement of expenses of the Company for the nine months ended September 30, 2001, together with the notes to such financial statements, and (b) the audited statement of expenses of the Company for the year ended December 31, for each of 2000, together with the years 2014 and 2013 and the related statement of operations and retained earnings for the twelve notes to such financial statements (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred described in clauses (a) and (b) above, together with the notes to as such financial statements, collectively, the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule”). The Financial Statements have been prepared in conformity with GAAP consistently applied (xexcept in each case as described in the notes thereto) and on a basis that fairly present presents in all material respects the financial position condition and results of operations of the Company as of the respective dates thereof and for the respective periods indicated. (b) Except as and to the extent reflected on the Balance Sheet or in Section 4.07(b) of the Seller Disclosure Schedule, the Company did not have at September 30, 2001 any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise and whether or not required by GAAP to be set forth on a balance sheet of the Company or the notes thereto)(“Pre-Closing Liabilities”). Since September 30, 2001, the Company has not incurred any Pre-Closing Liabilities except for such liabilities which were incurred by the Company since September 30, 2001 in the ordinary course of business consistent with past practice. This Section 4.07(b) does not relate to employee or employment benefits matters, such items being the subject of Section 4.14. (c) The financial statements to be delivered by Seller to Buyer pursuant to Section 8.14(a) will have been prepared, as of the respective dates thereof and for the respective periods indicated, in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during GAAP; provided that Seller makes no representation or warranty that such periods and (y) the Financial Statements have been prepared from, and are financial statements will be in accordance with, with the books and records of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) requirements of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company. (b) The Company has no Liabilities of any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether due or to become due), except (i) Liabilities reflected or reserved against in the balance sheet X of the Company as of December 31, 2014 included in the Financial Statements, (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course of Business, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to be, material to the CompanyExchange Act.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited balance sheet financial statements of the Company as of December 31, for each of the years 2014 and 2013 and the related statement of operations and retained earnings for the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and are attached to Section 2.8 of included in the Company Disclosure Schedule. The Financial Statements SEC Documents, whether filed before or after the date hereof, (xi) fairly present comply as to form in all material respects the financial position and results of operations with all applicable requirements of the Company as of Securities Act and the dates and for the periods indicatedExchange Act, (ii) are in accordance conformity with the applicable Historical Accounting Principlesgenerally accepted accounting principles ("GAAP"), applied on a consistent basis (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect) during such the periods involved (except as may be indicated in the related notes and schedules thereto) and (yiii) fairly present the Financial Statements have been prepared fromconsolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material in amount or effect). Except as set forth in Schedule 3.8 of the Company Disclosure Schedule and except as set forth in the financial statements of the Company included in the Company SEC Documents filed and publicly available prior to the date of this Agreement, and are except for liabilities and obligations incurred in accordance with, the books and records ordinary course of business since the date of the Company. The Company is not party to any off-most recent consolidated balance sheet Contract included in the Company SEC Documents filed and publicly available prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has any liabilities or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company. (b) The Company has no Liabilities obligations of any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether due or otherwise) required by GAAP to become due), except (i) Liabilities reflected or reserved against in the be set forth on a consolidated balance sheet of the Company as and its consolidated Subsidiaries or in the notes thereto, provided, however, that there are no undisclosed liabilities which are reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on the Company, whether or not arising in the ordinary course of December 31, 2014 business since the date of the most recent consolidated balance sheet included in the Financial Statements, (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course of Business, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note SEC Documents filed and (v) Liabilities that have not been and would not reasonably be expected to be, material publicly available prior to the Companydate of this Agreement.

Financial Statements; No Undisclosed Liabilities. and Absence of Changes. (a) The Company has delivered to Buyer an unaudited balance sheet sheets of the Company Seller as of at December 31, 1995, December 31, 1996 and September 30, 1997 and the applicable unaudited statements of income and retained earnings, and statements of cash flows of Seller for each the periods then ended, and any adjusted statements of the years 2014 and 2013 operations for such periods and the related statement of operations and retained earnings for notes thereto annexed hereto as Schedule 5.4 (collectively, the twelve (12) months ended December 31 for each of "Financial Statements"), present fairly the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31financial position, 2015 and the related monthly statement results of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule. The Financial Statements (x) fairly present in all material respects the financial position and , adjusted results of operations and cash flows of the Company Seller, as of the at such dates and for the periods indicated, in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Companyperiods. (b) The Company has no Liabilities Except as set forth on the Financial Statements as of and as at September 30, 1997 (the "Cut-Off Date"), (A) Seller did not have any claims, liabilities or obligations of any nature whatsoever material nature, known or unknown, fixed or contingent, matured or unmatured, liquidated or unliquidated, which were not shown or otherwise provided for in the Financial Statements as of and as at September 30, 1997 and (B) all reserves (if any) established by Seller and set forth in the Financial Statements are adequate, appropriate and reasonable and there are no loss contingencies (as such term is used in Statement of Financial Accounting Standard No. 5, of the Financial Accounting Standards Board) which are not adequately provided for in the Financial Statements. (c) Except as described in Schedule 5.4, since the Cut-Off Date there has been no: (i) Material and adverse change in the business, properties, assets or liabilities, operations or condition (financial or otherwise) of Seller, nor has any event occurred or been threatened, which may reasonably be expected to have a material and adverse effect on the Assets or the Business; (ii) Sale, transfer or other disposition of any assets owned or used by Seller in the operation of the Business (whether accruedor not capitalized or expensed for tax or financial statement purposes), except of inventory in the ordinary course of business; (iii) Cancellation or notice of cancellation, or surrender of any policy of insurance (which has not been cured by payment of premium, procurement of an equivalent policy, or otherwise) relating to or affecting the Assets or the Business; (iv) Waiver of any right of material value or any cancellation of any indebtedness due to Seller which may have an adverse effect on its Assets or the Business; (v) Claim, obligation or liability (whether absolute, determinedaccrued, contingent or otherwise and whether due or to become due, matured or unmatured, liquidated or unliquidated) incurred by Seller other than claims, obligations or liabilities (X) incurred in the ordinary course of business and consistent with past practice or (Y) not in excess of $7,500 in the aggregate; (vi) Payment, discharge or satisfaction of any claim, lien, obligation, encumbrance or liability by Seller (whether absolute, accrued, contingent or otherwise and whether due or to become due, matured or unmatured, liquidated or unliquidated), except other than claims, liens, encumbrances or liabilities (iA) Liabilities which are reflected or reserved against in the balance sheet Financial Statements or (B) which were incurred and paid, discharged or satisfied since such date, in the ordinary course of business and consistent with past practice; (vii) Material default by Seller on any claim, liability or obligation; (viii) Write-down of the Company value of any inventory of Seller, or write-off as uncollectible of December 31, 2014 included any notes or Accounts Receivable or any portion thereof of Seller in the Financial Statements, (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course of Business, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out excess of the Promissory Note amount reserved therefor on the Seller's books and (v) Liabilities that have not been and would not reasonably be expected to be, material to the Company.records;

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered made available to Buyer an Acquirer its unaudited balance sheet of the Company as of December 31, financial statements for each of the fiscal years 2014 ending December 31, 2018 and 2013 2019 and the related statement 11-month period ending November 30, 2020 (including, in each case, balance sheets, statements of operations and retained earnings for the twelve statements of cash flows) (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31collectively, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and ”), which are attached to Section 2.8 included as Schedule 2.4(a) of the Company Disclosure ScheduleLetter. The Financial Statements (xi) fairly present in all material respects the financial position are derived from and results of operations of the Company as of the dates and for the periods indicated, in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records of the Company. The , (ii) 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 is not party 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 any offnormal recurring year-balance sheet Contract end audit adjustments, none of which individually or other “off balance sheet arrangements” in the aggregate are or will be material in amount) and (as defined iv) were prepared in Item 303(a) accordance with GAAP, except for the absence of Regulation S-K under footnotes in the Securities Exchange Act of 1934unaudited Financial Statements, as amended), where applied on a consistent basis throughout the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Companyperiods involved. (b) The Company has no does not have any material Liabilities of any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether due or to become due), except other than (i) Liabilities reflected those set forth or reserved against adequately provided for in the balance sheet included in the Financial Statements as of November 30, 2020 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s business since the Company Balance Sheet Date in the ordinary course of business and consistent with past practice that are of the 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 as of December 31the Closing Date and (y) this Section 2.4 is not intended to, 2014 included and shall not be deemed to, address the subject matter of other representations and warranties in Article II that are qualified 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, respectively, or (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. (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 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 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 StatementsCertificate 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) Liabilities incurred after December 31, 2014 that transactions are recorded as necessary (A) to permit preparation of financial statements in the Ordinary Course of Businessconformity with GAAP and (B) to maintain accountability for assets, (iii) Liabilities incurred regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and (iv) that the amount recorded for assets on the books and records of the Company 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 connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid 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 defined in 16 C.F.R. § 801.1(a) and are 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) Liabilities arising out 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 the requirements of the Promissory Note and ASC 740-10 (v) Liabilities that have not been and would not reasonably be expected to beformerly Financial Interpretation No. 48 of FASB Statement No. 109, material to the CompanyAccounting for Uncertain Tax Positions).

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited Set forth in Section 4.5 of the Seller Disclosure Schedule are (a) the audited consolidated balance sheet of the Company Business as of December 31, for each of the years 2014 and 2013 and the related statement statements of operations income and retained earnings cash flows for the twelve (12) months fiscal year ended on December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 2013 and (b) the unaudited consolidated balance sheet as of December 31, 2014 (the “Balance Sheet Date”) and the related monthly statement statements of operations income and retained earnings. All cash flows for the financial statements referenced above are herein referred to as 12 month fiscal period ended on such date (collectively, the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule”). The Financial Statements (x) have been prepared from the Books and Records and fairly present in all material respects the financial position of the Business as of the indicated dates and the results of operations and cash flows of the Company as of the dates and Business for the specified periods indicated, in accordance with GAAP subject to, in the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the case of Financial Statements have been prepared from, and are referred to in accordance with, the books and records of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” immediately preceding clause (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amendedb), where normal period-end audit adjustments and the intended effect absence of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Companynotes. (b) The Company has no Business does not have any Liabilities of any nature whatsoever that are required to be set forth on the face of an audited consolidated balance sheet (whether accrued, absolute, determined, contingent or otherwise and whether due or to become due)excluding any note disclosure) prepared in accordance with GAAP, except for Liabilities (i) Liabilities reflected or reserved against in the balance sheet of the Company as of December 31, 2014 included in on the Financial Statements, (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course ordinary course of Businessbusiness since the Balance Sheet Date or which would be included in Estimated Working Capital, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to be, individually or in the aggregate, material to the CompanyBusiness or (iv) incurred in connection with the transactions contemplated hereby.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited balance sheet Schedule 3.5(a) of the Company as of Disclosure Schedule sets forth the Company’s audited consolidated financial statements for its fiscal years ended December 31, for each of the years 2014 2020 and 2013 December 31, 2021, and the related unaudited consolidated balance sheet, statement of operations and retained earnings statement of cash flows for the twelve (12) months six-month period ended December 31 for June 30, 2022, including, in each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited case, balance sheets for the five (5) months ended May 31sheets, 2015 and the related monthly statement statements of operations and retained earnings. All the financial statements referenced above are herein referred to as of cash flows (collectively, the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule”). The Financial Statements (xi) fairly are accurate, complete, and consistent with the books and records of the Company, (ii) present fairly, in all material respects respects, the financial position of the Company and its Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the dates and for the periods indicatedindicated (subject, in the case of interim period financial statements, to normal recurring year-end adjustments) and (iii) were prepared in accordance with GAAP, except for the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records absence of the Companyfootnotes. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company. (b) The Company has no Liabilities of any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether due or to become due), except (i) Liabilities reflected or reserved against in the consolidated balance sheet of the Company as of December 31June 30, 2014 included 2022 (the “Balance Sheet Date”) is herein referred to as the “Balance Sheet.” (b) The Acquired Companies have no Liabilities of any nature other than (i) those 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 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. 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. (d) The Company has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (considering the Company’s jurisdiction and size) 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 and 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 with respect to the preparation of the Financial Statements. No Acquired Company has received or otherwise obtained knowledge of any material complaint, allegation, assertion or 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 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, (ii) Liabilities incurred after December 31, 2014 as will be reflected in the Ordinary Course Spreadsheet and as arising after the Balance Sheet Date and before the Closing Date, arose in the ordinary course of Businessbusiness, (iii) Liabilities incurred represented bona fide claims against debtors for sales and other charges and have been collected or are collectible in connection with this Agreement including the book amounts to be included thereof, less an amount not in Company Transaction Expenses excess of the allowance for employee bonuses to be paid by doubtful accounts provided for in the Balance Sheet, or in the Spreadsheet, as the case may be. To the knowledge of the Company, (iv) Liabilities arising out none of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected accounts receivable of any Acquired Company is subject to beany claim of offset, material 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. 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 replacement. The “funds receivable and customer accounts” as reflected on the Balance Sheet and as arising after the Balance Sheet Date and before the Closing Date, will be sufficient to satisfy the “funds payable and amounts due to customers” as reflected on the Balance Sheet and as arising after the Balance Sheet Date and before the Closing Date.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited balance sheet consolidated financial statements of the Company as of December 31and OpCo (including, for in each of case, any notes and schedules thereto) with respect to periods commencing on or after January 1, 2001, included in the years 2014 Company SEC Documents (i) were prepared from the books and 2013 and the related statement of operations and retained earnings for the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and are attached to Section 2.8 records of the Company Disclosure Schedule. The Financial Statements and its Subsidiaries, (xii) fairly present comply as to form in all material respects with applicable accounting requirements and the financial position rules and results of operations regulations of the Company SEC with respect thereto, (iii) were prepared in accordance with United States generally accepted accounting principles as in effect as of the dates and for the periods indicated, in accordance with the applicable Historical Accounting Principlesof such financial statements ("GAAP"), 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 such the periods involved and (yiv) fairly present, in all material respects, the Financial Statements have been prepared fromconsolidated financial position of the Company or OpCo, as the case may be, and are in accordance with, the books their respective and records its consolidated Subsidiaries as of the Company. The Company is dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments (that are not party expected to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined be material in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amendedamount), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company). (b) The Neither the Company has no Liabilities nor its Subsidiaries have any liabilities or obligations of any nature whatsoever (whether accrued, absolute, determinedaccrued, contingent or otherwise otherwise) and whether due or not required by GAAP to become due), except (i) Liabilities be reflected or reserved against in the balance sheet audited financial statements of the Company as and its Subsidiaries except those liabilities and obligations (a) disclosed (but only to the extent reserved against) in the consolidated balance sheet (the "Consolidated Balance Sheet") of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2014 included 2003 (the "Company 10-K"), (b) incurred in the Financial Statementsordinary course of business consistent with past practice or in connection with the transactions contemplated by this Agreement, (ii) Liabilities incurred after since December 31, 2014 in the Ordinary Course of Business, 2003 or (iiic) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that which do not have not been and would not reasonably be expected to behave, individually or in the aggregate, a Company Material Adverse Effect. (c) Each of the Company and each of its Subsidiaries maintains in all material respects (A) accurate books and records reflecting its assets and liabilities and (B) proper and adequate internal accounting controls which provide assurance, to the extent required by Law, that (i) transactions are executed with management's authorization; (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Company and OpCo and to maintain accountability for the Company's and OpCo's consolidated assets; (iii) access to the Company's and OpCo's assets is permitted only in accordance with management's authorization; (iv) the reporting of the Company's and OpCo's assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.

Financial Statements; No Undisclosed Liabilities. (a) (i) The Company has delivered to Buyer an unaudited audited consolidated balance sheet sheets of the Company as of December October 31, for each of the years 2014 2019 and 2013 and 2018, together with the related statement consolidated statements of operations income, stockholders’ equity and retained earnings for cash flows ended October 31, 2019 and 2018, and (ii) the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited consolidated balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule. The as of April 30, 2020 (the “Balance Sheet Date”), together with the related unaudited interim consolidated statements of income, stockholders’ equity and cash flows for the six months then ended (collectively, the “Seller Financial Statements Statements”) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (xexcept as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and results of operations of the Company as and its Subsidiaries and the Business at the respective dates thereof and the results of the dates their operations and cash flows for the periods indicatedindicated (subject, in accordance with the applicable Historical Accounting Principleseach case, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance withto normal year-end adjustments). No financial statements of any Person other than Sellers, the books Acquired Entities and records Shiloh Industries Italia S.R.L. are required by GAAP to be included in the consolidated financial statements of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company. (b) The Company No Seller nor any of the Acquired Entities has no any Liabilities in respect of any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether due or to become due)the Business, except for Liabilities (i) Liabilities reflected or reserved against in the balance sheet of the Company as of December 31, 2014 included in the Seller Financial Statements, (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course of BusinessBusiness since the Balance Sheet Date and none of which is a Liability for violations of Law or for tort, infringement or breach of Contract or warranty, (iii) Liabilities that are Excluded Liabilities, (iv) incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities Transactions or arising out from the commencement of the Promissory Note and Bankruptcy Case, (v) Liabilities that have not been and arising from performance obligations under any Contract in accordance with its terms, or (vi) that, individually or in the aggregate, would not reasonably be expected to be, material to the CompanyBusiness, taken as a whole. Without limiting the foregoing, there are no material off-balance sheet arrangements, within the meaning of Item 303 of Regulation S-K of the SEC to which any Seller or Acquired Entity is a party or bound. (c) Sellers and the Acquired Entities maintain a system of internal accounting controls, internal controls over financial reporting and disclosure controls and procedures adequate to ensure (i) that books, records and accounts accurately and fairly reflect, in reasonable detail, the transactions and dispositions of any Seller’s or Acquired Entity’s assets, (ii) that the integrity of their financial statements is maintained and (iii) that access to assets is permitted only in accordance with management’s general or specific authorizations. No Seller or Acquired Entity or any independent auditor of any Seller or Acquired Entity has identified or been made aware of (A) any significant deficiency or material weakness in the internal accounting controls utilized by Sellers and the Acquired Entities, (B) any fraud, whether or not material, that involves any Seller’s or Acquired Entity’s management or any other current or former employee, consultant, contractor or director of any Seller or Acquired Entity who has a role in the preparation of financial statements or the internal accounting controls utilized by Sellers and the Acquired Entities, or (C) any claim or allegation regarding any of the foregoing. (d) All books and records of the Mexican Acquired Entities have been prepared and maintained in accordance in all material respects with Mexican FRS or GAAP, as applicable.

Financial Statements; No Undisclosed Liabilities. and Absence of Changes. (a) The Company has delivered unaudited balance sheet of JMCD as at immediately prior to Buyer an its consummation of the acquisition of the Company, but giving effect to its closing costs anticipated to be incurred in connection therewith, and the unaudited balance sheet of the Company as of December dated October 31, for each 1997 (collectively the "Financial Statements"), present fairly the financial position, and retained earning of the years 2014 and 2013 JMCD and the related statement of operations and retained earnings for the twelve Company, respectively, as at such dates. (12b) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to Except as the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule. The Financial Statements (x) fairly present in all material respects the financial position and results of operations of the Company as of the dates and for the periods indicated, in accordance with the applicable Historical Accounting Principles, applied set forth on a consistent basis during such periods and (y) the Financial Statements and JMCD's obligation to reimburse Shareholders as set forth in Section 4.11, (A) JMCD did not have been prepared fromany claims, liabilities or obligations of any nature, known or unknown, fixed or contingent, matured or unmatured, liquidated or unliquidated, which were not shown or otherwise provided for in the Financial Statements, except for liabilities incurred by the Company in its ordinary course of business since October 31, 1997 and (B) to the best knowledge of JMCD and the Shareholders, reserves (if any) established by JMCD and set forth in the Financial Statements are adequate, appropriate and reasonable and there are no loss contingencies (as such term is used in accordance withStatement of Financial Accounting Standard No. 5, of the Financial Accounting Standards Board) which are not adequately provided for in the Financial Statements. JMCD has not conducted any business operations except in connection with the acquisition of the Company. (c) To the best knowledge of JMCD and the Shareholders, the books and records of the Company have, in all material respects, been maintained in accordance with good business practice, and except for JMCD's acquisition of the Company. The , since October 31, 1997, there has been no: (i) Material and adverse change in the business, properties, assets or liabilities, operations, condition (financial or otherwise) or prospects of the Company, nor has any event occurred or been threatened, which may reasonably be expected to have a material and adverse effect on the assets or the business of the Company is not party to any off-balance sheet Contract acquired by JMCD; (ii) Sale, transfer or other “off balance sheet arrangements” disposition of any assets owned or used by the Company in the operation of the business (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amendedwhether or not capitalized or expensed for tax or financial statement purposes), where except of inventory in the intended effect ordinary course of such Contract is to avoid disclosure business; (iii) Waiver of any right of material transaction involving, value or material Liabilities of, the Company.any cancellation of any indebtedness due to JMCD which may have an adverse effect on its assets or business; (biv) The Company has no Liabilities of any nature whatsoever Claim, obligation or liability (whether accrued, absolute, determinedaccrued, contingent or otherwise and whether due or to become due), except (imatured or unmatured, liquidated or unliquidated) Liabilities reflected incurred by the Company other than claims, obligations or reserved against liabilities incurred in the balance sheet ordinary course of business and consistent with past practice; (v) Material default by the Company on any claim, liability or obligation; (vi) Write-down of the value of any inventory of the Company, or write-off as uncollectible of any notes or Accounts Receivable, or any portion thereof of the Company in excess of the amount reserved therefor on the Company's books and records; (vii) Prepayments, advances or other deposits, made by customers of the business with respect to products or services contracted for but not provided as of December the Closing Date or any other unearned income; (viii) Damage, destruction or loss of physical property (whether or not covered by insurance) which may have a material and adverse effect on the Company's assets or business; (ix) Increase in the compensation of any of the Company's officers or employees, or loans made by the Company to any of JMCD's shareholders, directors, officers or employees; (x) Transaction not in the ordinary course of business; or (xi) Agreement or commitment, whether or not in writing, to do any of the aforementioned. (c) To the best knowledge of JMCD and the Shareholders, all waivers or consents with respect to assets reflected on the Company's balance sheet as at October 31, 2014 included in the Financial Statements, (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course of Business, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid 1997 were obtained by the CompanyCompany prior to its sale of its assets to JMCD. (d) Except as otherwise disclosed by JMCD to Brake in writing, (iv) Liabilities arising out there are no outstanding loans or other amounts owed by JMCD to any officer, director, Stockholder or affiliate of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected JMCD, nor are there any loans by any such person to be, material to the CompanyJMCD.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited balance sheet True, complete and correct copies of the statutory annual statements of the Company as of for the years ended December 31, for 2018, 2019 and 2020, in each case, as filed with the New York State Department of Financial Services (the years 2014 and 2013 “DFS”), and the related statement consolidated statements of operations operations, stockholders’ equity and retained earnings cash flows of the Company for the twelve (12) months fiscal years ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 2018, 2019 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as 2020 (collectively, the “Financial Statements” and are attached ”) have been made available to Section 2.8 of the Company Disclosure SchedulePurchaser. The Financial Statements (x) were, and any Additional Financial Statements will have been as of Closing, prepared from the books of account and other financial records of the Company, as applicable, and were prepared in accordance with SAP consistently applied during the periods involved except as otherwise noted therein. The Financial Statements and Additional Financial Statements fairly present present, in all material respects respects, the statutory financial position and the results of operations of the Company as of Company, at the dates dates, and for the periods indicatedperiods, presented therein (subject, in accordance the case of unaudited Additional Financial Statements, to changes resulting from normal year-end audit adjustments, which are not, individually or in the aggregate, material, and to the absence of certain footnotes). No deficiency has been asserted by the DFS with the applicable Historical Accounting Principlesrespect to any Financial Statements or any Additional Financial Statements. As of their respective filing dates, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are any Additional Financial Statements complied in accordance with, the books and records all material respects with all requirements of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Companyapplicable Law. (b) Section 3.07(b)-1 of the Parent Disclosure Schedule sets forth a true, complete and correct list, except for immaterial inaccuracies, as of the date hereof of all insurance policies related to the Excluded Business. Section 3.07(b)-2 of the Parent Disclosure Schedule sets forth a true, complete and correct list, except for immaterial inaccuracies, as of the date hereof of all insurance policies of the Company other than those related to the Excluded Business. (c) The Company has no does not have any Liabilities of any nature whatsoever (whether accruedwhich would be required to be reflected on, absolute, determined, contingent reserved against or otherwise described on a statutory financial statement of the Company prepared in accordance with SAP or the notes thereto, and whether due were not so reflected on, reserved against or to become due)described, except Liabilities (i) Liabilities reflected or on, reserved against in or described on the balance sheet Financial Statements of the Company as of at December 31, 2014 included in 2020 (including the Financial Statements, (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course of Business, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to be, material to the Company.notes thereto),

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited balance sheet consolidated financial statements of the Company as of December 31, for each Parent set forth on Section 6.7 of the years 2014 Purchaser Disclosure Schedule (i) are derived from the books and 2013 and the related statement of operations and retained earnings for the twelve (12) months ended December 31 for each records of the years 2014 Parent and 2013. The Company has also delivered to Buyer its Subsidiaries, (ii) have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied during the monthly unaudited balance sheets for the five periods covered thereby (5unless as otherwise disclosed therein) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule. The Financial Statements (xiii) fairly present in all material respects the financial position and the results of operations of the Company Parent and its Subsidiaries as of the dates and for during the periods indicatedindicated therein, except for, with respect to interim financial statements, (i) normal year-end adjustments that are not, individually or in accordance with the applicable Historical Accounting Principlesaggregate, applied on a consistent basis during such periods material, (ii) the omission of accompanying notes and schedules and (yiii) the Financial Statements have been prepared from, and are in accordance with, the books and records omission of the Company. The Company is not party to any offa line item for stock-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Companybased compensation expense. (b) The Company has Except as reflected in the financial statements on Section 6.7 of the Purchaser Disclosure Schedule, the Parent and its Subsidiaries have no Liabilities of any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether due or that are required by U.S. generally accepted accounting principles to become due), except (i) Liabilities be reflected or reserved against in on the consolidated balance sheet of the Company as Parent, except for Liabilities incurred since the date of December 31, 2014 the latest balance sheet included in the Financial Statements, (ii) Liabilities incurred after December 31, 2014 financial statements in the Ordinary Course ordinary course of Businessbusiness consistent with past practices. Except for Liabilities reflected in the financial statements on Section 6.7 of the Purchaser Disclosure Schedule, (iii) Liabilities the Parent and its Subsidiaries have no 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 avoid or adjust the recording of expenses incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to be, material to the CompanyParent or its Subsidiaries.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited Set forth on Schedule 3.6(a) are: (i) the audited consolidated balance sheet sheets of the Company as of December 31, 2021 and 2022; (ii) the related audited consolidated statements of comprehensive income for each of the years 2014 ended December 31, 2021 and 2013 2022; and (iii) the related statement audited consolidated statements of operations and retained earnings cash flows for the twelve (12) months years ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 2021 and 2022 (the related monthly statement of operations and retained earnings. All the foregoing financial statements referenced above are herein referred to as statements, collectively, the “Financial Statements” ”). Except as set forth on Schedule 3.6(a), the Financial Statements (i) have been prepared from the books and are attached to Section 2.8 records of the Company Disclosure Schedule. The Financial Statements in accordance with GAAP consistently applied, (xii) fairly present are correct in all material respects respects, and (iii) present fairly, in all material respects, changes in shareholders equity, the financial position condition and results of operations of the Company as of the respective dates thereof and for the respective periods indicatedcovered thereby, subject, in accordance with the applicable Historical Accounting Principlescase of the unaudited Financial Statements, applied on a consistent basis during such periods to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and (y) the Financial Statements have been prepared from, and are in accordance with, 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. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure No financial statements of any material transaction involving, or material Liabilities of, Person other than the Company are required by GAAP to be included in the Company’s financial statements. (b) The With the exception of those Liabilities that would not reasonably expect to be, individually or in the aggregate, material to the Company has no Liabilities of or the Business, the Company does not have any nature whatsoever (whether accruedLiabilities, absolute, determined, contingent or otherwise and whether due or to become due), except except: (i) Liabilities reflected on, or reserved against in the balance sheet of the Company as of December 31in, 2014 included in the Financial Statements, ; (ii) Liabilities incurred after December 31, 2014 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; (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by under executory contracts, none of which is a Liability resulting from a default under the Companysame, and (iv) Liabilities arising out set forth on Schedule 3.6(b). (c) Schedule 3.6(c) sets forth a correct list of all Indebtedness of the Promissory Note Company and (v) Liabilities that have not been and would not reasonably be expected to be, material to identifies for each item of Indebtedness the Companyoutstanding amount thereof as of the date of this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited balance sheet of the Company as of December 31, for each of the years 2014 and 2013 and the related statement of operations and retained earnings for the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule. The Financial Statements (xi) are, in all material respects, correct and complete in accordance with the books and records of the Sellers, (ii) were prepared in accordance with GAAP consistently applied, (iii) present fairly present in all material respects the financial position and results of operations of the Company as of Business at the dates and for the periods indicatedindicated therein, and (iv) reflect accurately in accordance with all material respects, all costs and expenses of the applicable Historical Accounting Principles, applied Business on a consistent stand alone basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records of the Company. The Company is as if not party to affiliated with any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the CompanyPerson. (b) The Company has no Liabilities On the Balance Sheet Date, the Business did not have any debts, liabilities or obligations of any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether due or to become dueotherwise), except (i) Liabilities whether or not of a type required by GAAP to be disclosed, reflected or reserved against on a balance sheet, which were not fully disclosed, reflected or reserved against in the balance sheet of Balance Sheet or the Company notes thereto, except (i) as of December 31, 2014 included disclosed in the Financial StatementsDisclosure Schedule, (ii) Liabilities incurred after December 31which individually, 2014 or in the Ordinary Course of Businessaggregate, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that have not been had and would not reasonably be expected to behave a Material Adverse Effect or (iii) which (without giving effect to any qualifications as to materiality or Material Adverse Effect contained in the representations and warranties but giving effect in lieu thereof, material to the CompanyMinimum Claim Amount) would not be required to be disclosed in the Disclosure Schedule pursuant to the terms and conditions of the representations and warranties of Sellers herein (other than this Section 7.07). Except for current liabilities or obligations which have been incurred since the Balance Sheet Date in the Ordinary Course, since the Balance Sheet Date the Business has not incurred any debt, liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except (i) as disclosed in the Disclosure Schedule, whether or not required by GAAP to be reflected in the Financial Statements, which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect or (ii) which (without giving effect to any qualifications as to materiality or Material Adverse Effect contained in the representations and warranties but giving effect in lieu thereof, to the Minimum Claim Amount) would not be required to be disclosed in the Disclosure Schedule pursuant to the terms and conditions of the representations and warranties of Sellers herein (other than this Section 7.07).

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited Set forth on Schedule 3.6(a) are: (i) the audited consolidated balance sheet sheets of the Company as of December 31, 2021 and 2022; (ii) the related audited consolidated statements of comprehensive income for each of the years 2014 ended December 31, 2021 and 2013 2022; and (iii) the related statement audited consolidated statements of operations and retained earnings cash flows for the twelve (12) months years ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 2021 and 2022 (the related monthly statement of operations and retained earnings. All the foregoing financial statements referenced above are herein referred to as statements, collectively, the “Financial Statements” ”). Except as set forth on Schedule 3.6(a), the Financial Statements (i) have been prepared from the books and are attached to Section 2.8 records of the Company Disclosure Schedule. The Financial Statements in accordance with GAAP consistently applied, (xii) fairly present are correct in all material respects respects, and (iii) present fairly, in all material respects, changes in shareholders equity, the financial position condition and results of operations of the Company as of the respective dates thereof and for the respective periods indicatedcovered thereby, subject, in accordance with the applicable Historical Accounting Principlescase of the unaudited Financial Statements, applied on a consistent basis during such periods to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and (y) the Financial Statements have been prepared from, and are in accordance with, 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. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure No financial statements of any material transaction involving, or material Liabilities of, Person other than the Company are required by GAAP to be included in the Company’s financial statements. (b) The With the exception of those Liabilities that would not reasonably expect to be, individually or in the aggregate, material to the Company has no Liabilities of or the Business, the Company does not have any nature whatsoever (whether accruedLiabilities, absolute, determined, contingent or otherwise and whether due or to become due), except except: (i) Liabilities reflected on, or reserved against in the balance sheet of the Company as of December 31in, 2014 included in the Financial Statements, ; (ii) Liabilities incurred after December 31, 2014 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; (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by under executory contracts, none of which is a Liability resulting from a default under the Company, same; and (iv) Liabilities arising out set forth on Schedule 3.6(b). (c) Schedule 3.6(c) sets forth a correct list of all Indebtedness of the Promissory Note Company and (v) Liabilities that have not been and would not reasonably be expected to be, material to identifies for each item of Indebtedness the Companyoutstanding amount thereof as of the date of this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited Schedule 4.09(a) includes true, correct and complete copies of: (1) Operating Sub's unaudited, pro forma profit and loss statements for the years ended December 31, 1997 and 1998, and (2) the unaudited, pro forma consolidated balance sheet of the Company as of at December 31, for each of 1997 and 1998, and (3) the years 2014 and 2013 and Interim Financial Statements (collectively, the related statement of operations and retained earnings for the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “"Financial Statements” "). Except as may otherwise be indicated therein, the Financial Statements (i) were compiled from the books and are attached to Section 2.8 records of the Company Disclosure Schedule. The Financial Statements regularly maintained by management, and (xii) present fairly present in all material respects the financial position and pro forma results of operations of the Operating Sub for the periods indicated therein and the pro forma consolidated financial position of the Company as of the respective dates thereof (subject to normal year-end adjustments in the case of the Interim Financial Statements). As of the Closing, the Audited Financial Statements (including any related notes and for the periods indicated, schedules) (i) will be prepared in accordance conformity with the applicable Historical Accounting Principles, GAAP applied on a consistent basis during such periods basis, and (yii) will present fairly the Financial Statements have been prepared from, and are in accordance with, the books and records consolidated financial position of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act respective dates thereof and the results of 1934, as amended), where operations and cash flows of the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, Company for the Companyperiods indicated therein. (b) The Company has no Indebtedness is the only indebtedness for borrowed money of the Company or the Operating Sub. Except for the Company Indebtedness or as reflected in the Interim Balance Sheet, the Company and Operating Sub do not have, and as a result of the transactions contemplated by this Agreement, will not have, any Liabilities of any nature whatsoever (whether accrued, absolute, determinedaccrued, contingent or otherwise otherwise, and whether due or to become due)) and there is no existing condition, except (i) Liabilities reflected situation or reserved against in the balance sheet set of the Company as of December 31, 2014 included in the Financial Statements, (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course of Business, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities circumstances that have not been and would not could reasonably be expected to beresult in such a Liability, material except for Liabilities (i) incurred in the ordinary course of business consistent with past practice since the date of the Interim Balance Sheet, or (ii) which, individually or in the aggregate, will not have a Material Adverse Effect on the Condition of the Company and Operating Sub. (c) The books and records, minute books, stock record books, and other records of the Company and Operating Sub, all of which have been made available by the Company and Operating Sub, are complete and correct and have been maintained in accordance with sound business practices. The minute books of the Company and Operating Sub contain accurate and complete records of all meetings held of, and corporate action taken by, the stockholders, the Board of Directors, and committees of the Board of Directors of each of the Company and Operating Sub, and no meeting of any such stockholders, Board of Directors, or committee has been held for which minutes have not been prepared as of the date hereof and are not contained in such minute book. (d) The computer and other office equipment listed on the balance sheet included in the Interim Financial Statements is owned by Operating Sub free and clear of all Liens, if any, except Liens relating to the CompanySpecial Assets (as defined in the CA Agreement).

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited balance sheet of Schedule 4.04 sets forth the Company as of December 31, for each of the years 2014 and 2013 and the related statement of operations and retained earnings for the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule. The Financial Statements (xi) were prepared from, and are consistent in all material respects with, the books and records of the Company, (ii) have been prepared in accordance with GAAP and (ii) fairly present in all material respects the financial position condition and results of operations of the Company as of the dates and for the periods indicated, except as otherwise noted therein and subject, in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records case of the Company. The Company is Interim Financial Statements, to normal year-end adjustments (which are not party expected to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is be material to avoid disclosure of any material transaction involving, or material Liabilities of, the Company) and the absence of disclosures normally made in footnotes. (b) The Company has no Liabilities of does not have any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether due or to become due)Liabilities, except (i) Liabilities reflected or reserved against in the balance sheet of the Company as of December 31, 2014 included in on the Financial Statements, (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course of BusinessBusiness since the Interim Balance Sheet Date, (iii) Liabilities that would not reasonably be likely to be material to the Company, or (iv) Liabilities incurred in connection with this Agreement including amounts to be included in the Transactions. (c) As of the Signing Date, the Company Transaction Expenses for employee bonuses to be paid by the Companyhas (i) no Indebtedness defined under clauses (a)(i), (ii), (iv) Liabilities arising out of the Promissory Note and ), or (v) Liabilities that have not been and would not reasonably be expected to be, material of the definition of “Indebtedness” (or any guarantees with respect to the Companyforegoing clauses), other than as set forth on Schedule 4.04(c) and (ii) the Company is not a party to, nor has any commitment to become a party to, any “off balance sheet arrangement.” (d) Seller has sufficient accounting controls in place to provide reasonable assurances that, (i) with respect to the Company all transactions are executed in accordance with management’s general or specific authorizations, (ii) all transactions are recorded as necessary to permit preparation of Seller’s financial statements in conformity with GAAP and to maintain asset accountability, (iii) with respect to the Company access to assets is given only in accordance with management’s general or specific authorizations and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Financial Statements; No Undisclosed Liabilities. (ai) The Company has and the Shareholder have delivered to Buyer an unaudited the Purchaser a balance sheet of the Company as of September 30, 1998 ("1998 Balance Sheet"), the income statement of the Company for the nine months ended September 30, 1998 and the income statement of the Company for the calendar year ended December 31, for each of the years 2014 and 2013 and the related statement of operations and retained earnings for the twelve 1997 (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein hereinafter referred to as the “"Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule"). The Financial Statements (x) fairly present are true and correct in all material respects and the 1998 Balance Sheet has been prepared in accordance with generally accepted accounting principles applied consistently throughout the periods involved. The 1998 Balance Sheet fully and fairly presents the financial position condition of the Company as at the date thereof and the income statements included in the Financial Statements fully and fairly present, on a cash basis, the results of the operations of the Company as of the dates and for the periods indicated, . The 1998 Balance Sheet fairly reflects all liabilities of the Company of the types normally reflected in accordance with a balance sheet as at the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) date thereof. Except to the Financial Statements have been prepared fromextent set forth in or provided for in the 1998 Balance Sheet of the Company or as identified in Exhibit B, and are except for current liabilities incurred in accordance withthe ordinary course of business consistent with past practices (and not materially different in type or amount), the books and records of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company. (b) The Company has no Liabilities material liabilities or obligations of any nature whatsoever (nature, whether accrued, absolute, determined, contingent or otherwise and otherwise, whether due or to become due), except 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. Without modifying the representation contained herein, it is understood that the Financial Statements are unaudited and have been prepared by a firm which is not independent. A true and correct copy of the Financial Statements is attached hereto as Exhibit C. (iii) Liabilities reflected or reserved against in The Company and the balance sheet Shareholder have delivered to the Purchaser a pro forma schedule of total excess working capital payments of the Company as of December 31October 30, 2014 included 1998 prepared on a modified accrual basis in accordance with generally accepted accounting principles as set forth in Exhibit L (the Financial Statements, (ii) Liabilities incurred after December 31, 2014 in "Excess Working Capital Schedule"). To the Ordinary Course of Business, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out best of the Promissory Note knowledge of the Company and (v) Liabilities that have not been the Shareholder, the Excess Working Capital Schedule is true and would not reasonably be expected to be, correct in all material to the Companyrespects.

Financial Statements; No Undisclosed Liabilities. (a) The Company has and the Shareholder have delivered to Buyer an the Purchaser, the Company's unaudited consolidated balance sheet as at June 30, 1998 (the "Balance Sheet"), a copy of the Company as of December 31, for each of the years 2014 and 2013 and the related statement of operations and retained earnings for the twelve (12) months ended December 31 for each of the years 2014 and 2013which is attached to Schedule 3.5 hereto. The Company has also delivered to Buyer the monthly Purchaser the Company's unaudited balance sheets statements of Profit and Loss for the five (5) months two-month period ended May 31August 26, 2015 1998 and the related monthly statement of operations 12-month periods ended June 30, 1997 and retained earnings. All 1998 (collectively, the financial statements referenced above are herein referred to as "Profit and Loss Statements"; and together with the “Balance Sheet, the "Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule"). The Financial Statements (x) are complete and correct, have been prepared from the books and records of the Company and fairly present in all material respects the financial position and results of operations condition of the Company as of the at their respective dates and the results of their operations for the periods indicated, in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the covered thereby. The Financial Statements have been prepared frominclude all adjustments, and are which consist only of normal recurring accruals, necessary for such fair presentation. Except as set forth in accordance withSchedule 3.5 hereto, the books and records of the Company. The Company is not party are such that audited consolidated financial statements of the Company may be prepared for at least a two year period prior to any off-balance sheet Contract the Closing without undue time or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Companyexpense. (b) The Except to the extent set forth in or reserved against in the Balance Sheet or as specifically identified in Schedule 3.5 hereto, and except for current liabilities incurred in the ordinary course of business consistent with past practices (and not materially different in type or amount) since the date of the Balance Sheet, the Company has no Liabilities does not have any liabilities or obligations of any nature whatsoever (nature, whether accrued, absolute, determinedknown or unknown, contingent or otherwise and otherwise, whether due or to become due), except (i) Liabilities whether properly reflected under generally accepted accounting principles as a liability or reserved a charge or reserve against in an asset or equity account or not, and whether the balance sheet of the Company as of December 31, 2014 included in the Financial Statements, (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course of Business, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to be, material to the Companyamount thereof is readily ascertainable or not.

Financial Statements; No Undisclosed Liabilities. (a) The Company has and the Shareholders have delivered to Buyer an unaudited the Purchaser the Company's balance sheet 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 (hereinafter referred to as the "Financial Statements") have been prepared by the Company. The Financial Statements are true and correct in all material respects. The Financial Statements fully and fairly present the financial condition of the Company as of December 31, for each at the dates thereof and the results of the years 2014 and 2013 and the related statement of operations and retained earnings for the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule. The Financial Statements (x) fairly present in all material respects the financial position and results of operations of the Company as of the dates and for the periods indicated, . The balance sheets contained in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records fairly reflect all liabilities of the Company. The Company is not party of the types normally reflected in balance sheets as at the dates thereof and except to any off-balance sheet Contract the extent set forth in or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company. (b) The Company has no Liabilities of any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether due or to become due), except (i) Liabilities reflected or reserved against provided in the balance sheet of the Company as of December 31November 30, 2014 1996 included in the Financial StatementsStatements (the "November 30, (ii1996 Balance Sheet") Liabilities or as identified in Exhibit E, and except for current liabilities incurred after December 31, 2014 in the Ordinary Course ordinary course of Businessbusiness consistent with past practices (and not materially different in type or amount), (iii) Liabilities incurred the Company has no liabilities or obligations of any nature, 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 aware of any material omissions in connection with this Agreement including amounts to the Financial Statements. The Financial Statements can be included in Company Transaction Expenses for employee bonuses to be paid audited by the Company, Purchaser's independent certified public accountants and may be presented in conformity with the accounting rules of Regulation S-X under the Securities Act (iv) Liabilities arising out as hereinafter defined). A true and correct copy of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to be, material to the Company.Financial Statements is attached hereto as Exhibit E.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited balance sheet Schedule 4.9(a) includes true, correct and complete copies of the Company Company's consolidated balance sheets as of December 31, 1999 and 2000, and the consolidated statements of income for each of the years 2014 ended December 31, 1999 and 2013 2000 (the "Annual Financial Statements"), and the related statement of operations and retained earnings for Interim Financial Statements (collectively, the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “"Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule"). The Financial Statements (x) are based upon the information contained in the books and records of the Company and fairly present present, in all material respects respects, the financial position and results of operations condition of the Company as of the dates thereof and results of operations for the periods indicated, in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the referred to therein. The Annual Financial Statements have been prepared from, and are in accordance withwith GAAP, consistently applied throughout the books periods indicated. The Interim Financial Statements have been prepared in accordance with GAAP applicable to unaudited interim financial statements (and records thus may not contain all notes and may not contain prior period comparative data which are required to be prepared in accordance with GAAP) consistent with the Annual Financial Statements and reflect all adjustments necessary to a fair statement of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(aresults for the interim period(s) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Companypresented. (b) The Except for the Company has no Indebtedness, the indebtedness set forth on Schedule 4.9(b) or as reflected in the Interim Balance Sheet, the Company does not have, and as a result of the transactions contemplated by this Agreement, will not have, any Liabilities of any nature whatsoever (whether accrued, absolute, determinedaccrued, contingent or otherwise otherwise, and whether due or to become due), except for Liabilities (i) Liabilities reflected or reserved against incurred in the balance sheet ordinary course of business consistent with past practice since the date of the Company as of December 31Interim Balance Sheet, 2014 included in the Financial Statements, or (ii) Liabilities incurred after December 31which, 2014 individually or in the Ordinary Course aggregate, will not have a Material Adverse Effect on the Condition of Businessthe Company. (c) The minute books and stock record books of the Company, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid all of which have been made available by the Company, (iv) Liabilities arising out have been maintained in accordance with sound business practices. The minute books of the Promissory Note Company contain accurate and (v) Liabilities that have not been complete records of all meetings held of, and would not reasonably be expected to becorporate action taken by, material to the Stockholders, the Board of Directors, and committees of the Board of Directors of the Company.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited True and complete copies of the consolidated balance sheet of the Company Business as of at December 31, for each of the years 2014 2010, December 31, 2009 and 2013 December 31, 2008, and the related statement consolidated statements of results of operations and retained earnings for the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer Business, which are derived from the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the audited financial statements referenced above are herein of the Seller (collectively referred to as the “Financial Statements” ”) and the unaudited consolidated balance sheet of the Business as at March 31, 2011 (the “Balance Sheet”),and the related consolidated statements of results of operations of the Business (collectively referred to as the “Interim Financial Statements”) are attached to Section 2.8 hereto as Schedule 3.8(a) of the Company Disclosure ScheduleSchedules. The Each of the Financial Statements and the Interim Financial Statements (xi) has been prepared based on the books and records of the Seller pertaining to the Business, (ii) has been prepared in accordance with GAAP applied (which for purposes hereof shall be deemed not to apply to the calculation of income Taxes nor to require carve out financial statement presentation or the inclusion of footnotes) on a consistent basis throughout the periods indicated and (iii) fairly present presents, in all material respects respects, the consolidated financial position and results of operations of the Company Business as of at the respective dates thereof and for the respective periods indicatedindicated therein, except as otherwise noted therein and subject, in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records case of the Company. The Company is not party Interim Financial Statements, to any offnormal and recurring year-balance sheet Contract end adjustments that will not, individually or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934aggregate, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Companybe material. (b) The Company has There are no Liabilities debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Business or any of the Companies of a nature whatsoever (whether accruedrequired to be reflected on a balance sheet of the Business prepared in accordance with GAAP, absoluteother than any such debts, determined, contingent liabilities or otherwise and whether due or to become due), except obligations (i) Liabilities reflected or reserved against in on the balance sheet of the Company as of December 31, 2014 included in Interim Financial Statements or the Financial Statements, Statements or (ii) Liabilities incurred after December 31, 2014 since the date of the Balance Sheet in the Ordinary Course ordinary course of Business, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to be, material to the Companybusiness.

Financial Statements; No Undisclosed Liabilities. (a) The Attached hereto as Section 4.5 of the Company has delivered to Buyer an Disclosure Schedule are (i) the unaudited balance sheet of sheets for the Company as of December 31, for each of the years 2014 and 2013 2018, and the related statement of operations and retained earnings unaudited income statements for the twelve fiscal year then-ended (12the “Annual Financial Statement”), and (ii) months ended December 31 for each the unaudited balance sheet (the “Interim Balance Sheet”) of the years 2014 and 2013. The Company has also delivered to Buyer as of September 30, 2019 (the monthly unaudited balance sheets for the five (5“Interim Balance Sheet Date”) months ended May 31, 2015 and the related monthly unaudited income statement of operations and retained earnings. All for the financial statements referenced above are herein referred to as nine (9) month period then ended (together with the Annual Financial Statement, the “Financial Statements” ”). (b) The Financial Statements were derived from the books and are attached to Section 2.8 records of the Company Disclosure Scheduleand were prepared in accordance with GAAP, except as otherwise noted therein, consistently applied, subject to normal year-end adjustments and the absence of footnotes, as at the dates and for the periods presented, none of which adjustments or footnote disclosures would, alone or in the aggregate, be material. The Financial Statements (x) present fairly present in all material respects the financial position and results of operations of the Company as of at the dates and for the periods indicated, in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared frompresented therein, and are in accordance withproperly reflect all tax accounting, intercompany accounts and liability allocations (excluding those arising from pushdown accounting) related to the books Company and records of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the CompanyBusiness. (bc) The Company has no established and adhered to a system of internal accounting controls that is designed to provide assurance regarding the reliability of financial reporting. Since October 10, 2017, there has not been (i) any significant deficiency or weakness in any system of internal accounting controls used by the Company, (ii) any fraud or other wrongdoing that involves any of the management or other employees of the Company who have a role in the preparation of the Financial Statements or the internal accounting controls used by the Company or (iii) any claim or allegation regarding any of the foregoing. (d) The Company does not have any Liabilities of any nature whatsoever (whether accruedkind that would be required to be reflected in, absolute, determined, contingent reserved against or otherwise described on an audited balance sheet prepared in accordance with GAAP, and whether due that are not so reflected in, reserved against or to become due)described on the Financial Statements, except other than (i) Liabilities reflected or reserved against in on the balance sheet of the Company as of December 31, 2014 included in the Financial StatementsInterim Balance Sheet, (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course ordinary course of Businessbusiness since the Interim Balance Sheet Date, (iii) Selling Expenses (which will be satisfied in connection with the Closing),and (iv) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company(A) non-delinquent ordinary course executory Contracts with customers and lessors, (iv) Liabilities arising out of the Promissory Note and (vB) Liabilities that have not been trade payables and would not reasonably be expected to be, material to other items reflected in the Companydetermination of Working Capital.

Financial Statements; No Undisclosed Liabilities. (a) The Company has and the Shareholder have delivered to Buyer an unaudited the Purchaser the balance sheet of the Company as of December 31November 30, for each of the years 2014 and 2013 1996 and the related statement of operations income (loss) and retained earnings supplementary information and the notes thereto for the twelve (12) one month and eleven months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31periods then ended, 2015 and the related monthly statement of operations and retained earnings. All the which financial statements referenced above are herein (hereinafter referred to as the “"Financial Statements” and are attached to Section 2.8 of ") have been compiled by Xxxxxxx X. Xxxxxx & Associates, P.A., the Company Disclosure ScheduleCompany's independent accountants. The Financial Statements (x) fairly present are true and correct in all material respects and have been prepared in accordance with generally accepted accounting principles applied consistently throughout the periods involved except that the Company has elected to omit substantially all of the disclosures and statement of cash flows required by generally accepted accounting principles. The Financial Statements fully and fairly present the financial position condition of the Company as at the dates thereof and the results of the operations of the Company as of the dates and for the periods indicated, . The balance sheets contained in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records fairly reflect all liabilities of the CompanyCompany of the types normally reflected in balance sheets as at the dates thereof. The Company is not party Except to any off-balance sheet Contract the extent set forth in or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company. (b) The Company has no Liabilities of any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether due or to become due), except (i) Liabilities reflected or reserved against provided for in the balance sheet of the Company as of December 31November 30, 2014 1996 included in the Financial StatementsStatements (the "1996 Balance Sheet") or as identified in Exhibit B, (ii) Liabilities and except for current liabilities incurred after December 31, 2014 in the Ordinary Course ordinary course of Businessbusiness consistent with past practices (and not materially different in type or amount), (iii) Liabilities incurred in connection with this Agreement including amounts the Company has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to be included in Company Transaction Expenses for employee bonuses to be paid by 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 Company, (iv) Liabilities arising out amount thereof is readily ascertainable or not. A true and correct copy of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to be, material to the Company.Financial Statements is attached hereto as Exhibit C.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited True and complete copies of the balance sheet of the Company as of December at March 31, for each of the years 2014 and 2013 2020, and the related statement statements of operations income, cash flows and retained earnings for the twelve (12) months ended December 31 for each changes in shareholders’ equity of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein collectively referred to as the “Financial Statements” and ”), are attached to Section 2.8 hereto as Schedule 3.7(a) of the Company Disclosure ScheduleSchedules. The Financial Statements (xi) fairly present are correct and complete in all material respects the financial position and results of operations of the Company as of the dates and for the periods indicated, have been prepared in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” , (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as defined may be indicated in Item 303(athe notes thereto) of Regulation S-K under the Securities Exchange Act of 1934and (iii) fairly present, as amended), where the intended effect of such Contract is to avoid disclosure of any in all material transaction involving, or material Liabilities ofrespects, the Companyfinancial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (b) The Company has no Liabilities of any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise Except as and whether due or to become due), except (i) Liabilities reflected the extent adequately accrued or reserved against in the balance sheet of the Company as of December at March 31, 2014 included 2020 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), the Company does not have any liability or obligation 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 balance sheet of the Company or disclosed in the Financial Statementsnotes thereto, (ii) Liabilities except for liabilities and obligations, incurred after December 31, 2014 in the Ordinary Course ordinary course of Business, (iii) Liabilities incurred in connection business consistent with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by past practice since the Company, (iv) Liabilities arising out date of the Promissory Note and (v) Liabilities Balance Sheet, that have not been and would not reasonably be expected to beare not, individually or in the aggregate, material to the Company. (c) As of the date hereof, the Company does not have any Indebtedness or Transaction Expenses (including any Accounts Payable and any payments owed under the License or that have accrued on or prior to the date hereof, inclusive of any royalty payment that may be due pursuant to Section 14.7 of the License), other than as set forth in Schedule 3.7(c). (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 sound 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 Company does not have any Accounts Receivable. Except as set forth on Schedule 3.7(c) of the Disclosure Schedules, the Company does not have any Accounts Payable to any Person.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited As of the Execution Date, Schedule 3.6(a) sets forth: (i) the audited balance sheet of the Company as of December 31, for each of the years 2014 and 2013 2023, and the related audited statement of operations and retained earnings cash flows for the twelve fiscal year then ended, (12ii) months ended December 31 for each the unaudited balance sheet of the years 2014 and 2013. The Holding Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May as of December 31, 2015 2023, and the related monthly unaudited statement of operations and retained earnings. All cash flows for the fiscal year then ended, and (iii) the unaudited balance sheet of the Companies as of September 30, 2024 (the “Balance Sheet Date”), and the related unaudited statements of operations and cash flows for the nine month period then ended (the foregoing financial statements referenced above are herein referred to as statements, collectively, the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule. The Financial Statements (x) fairly present in all material respects the financial position and results of operations of the Company as of the dates and for the periods indicated, in accordance with the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records of the Company. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended”), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company. (b) The Company has no Liabilities Financial Statements have been prepared in accordance with Mexican NIF, consistently applied, and present a true, correct and complete and fair view, in all material respects, of any nature whatsoever the financial condition and results of operation of the Companies as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of the unaudited balance sheets as of September 30, 2024, to normal and recurring year-end adjustments (whether accruedthe effect of which will not be materially adverse) and, absolutein the case of the unaudited balance sheets, determinedthe absence of footnotes (that, contingent or otherwise and whether due or to become dueif presented, would not differ materially from those presented in the audited annual Financial Statements). The Financial Statements, except where required by applicable Law, have been (i) Liabilities reflected filed and laid before the Companies’ board of managers or reserved against any other competent governing body (as applicable) in the balance sheet of the Company a general meeting as of December 31, 2014 included in the Financial Statementsrequired under their Organizational Documents, (ii) duly approved and adopted by the board of managers or any other competent governing body (as applicable), and (iii) validly signed by a duly authorized signatory, in each case in accordance with applicable Law and the relevant Organizational Documents. (c) The Companies do not have any Liabilities incurred after December 31or outstanding Indebtedness of a type that would be required to be included on the Financial Statements prepared in accordance with Mexican NIF, 2014 except for Liabilities or Indebtedness (i) shown on the Financial Statements or (ii) that have arisen since the Balance Sheet Date in the Ordinary Course of Business, (iii) Liabilities incurred in connection Business consistent with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to be, material to the Companypast practice.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited balance sheet Schedule 3.5(a) of the Company as of Disclosure Schedule sets forth the Company’s audited, consolidated financial statements for its fiscal years ended December 31, for each of the years 2014 2018, December 31, 2019, and 2013 December 31, 2020 and the related statement of operations and retained earnings its unaudited, consolidated financial statements for the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months five-month period ended May 31, 2015 and the related monthly statement 2021, including, in each case, balance sheets, statements of operations and retained earnings. All the financial statements referenced above are herein referred to as of cash flows (collectively, the “Financial Statements” and are attached to Section 2.8 of the Company Disclosure Schedule”). The Financial Statements (xi) fairly are (or will be) accurate, complete, and consistent with the books and records of the Company, (ii) present (or will present) fairly, in all material respects respects, the financial position of the Company and its Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the dates and for the periods indicatedindicated (subject, in the case of interim period financial statements, to normal recurring year-end adjustments) and (iii) were prepared in accordance with GAAP, except for the applicable Historical Accounting Principles, applied on a consistent basis during such periods and (y) the Financial Statements have been prepared from, and are in accordance with, the books and records absence of the Companyfootnotes. The Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company. (b) The Company has no Liabilities of any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether due or to become due), except (i) Liabilities reflected or reserved against in the consolidated balance sheet of the Company as of December May 31, 2014 included 2021 (the “Balance Sheet Date”) is herein referred to as the “Balance Sheet.” (b) The Acquired Companies have no material Liabilities of any nature other than (i) those 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 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. 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) 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 pursuant to any similar programs in any 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 and 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 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, (ii) Liabilities incurred after December 31, 2014 as will be reflected in the Ordinary Course Financial Certificate and as arising after the Balance Sheet Date and before the Closing Date, arose in the ordinary course of Businessbusiness, (iii) Liabilities incurred represented bona fide claims against debtors for sales and other charges and have been collected or are collectible in connection with this Agreement including 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 be included in Company Transaction Expenses for employee bonuses any claim of offset, recoupment, setoff or counter-claim, and, to be paid by the knowledge of the Company, there are no specific facts or circumstances (ivwhether asserted or unasserted) Liabilities arising out of the Promissory Note and (v) Liabilities that have not been and could give rise to any such claim that would not reasonably be expected to 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 replacement.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited balance sheet of Acquirer its audited financial statements for the Company as of December fiscal years ending July 31, for 2017, July 31, 2018 and July 31, 2019 (including, in each of the years 2014 and 2013 and the related statement case, balance sheets, statements of operations and retained earnings statements of cash flows) and its unaudited financial statements for the twelve 9-month period ended April 30, 2020 (12) months ended December 31 for including, in each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited case, balance sheets for the five and statements of operations) (5) months ended May 31collectively, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and ”), which are attached to Section 2.8 included as Schedule 2.4(a) of the Company Disclosure ScheduleLetter. The Financial Statements and, as of the Closing, the Audited Interim Financials: (xi) are derived from and in accordance with the books and records (including the general ledger) of the Company, (ii) 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 and the Subsidiaries 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 the financial position and results of operations of the Company as of the dates and for the periods indicated, (v) were prepared in accordance with the applicable Historical Company Accounting Principles, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis during such throughout the periods and involved. (yb) Neither the Company nor any Subsidiary has any Liabilities of any nature other than (i) those set forth or adequately provided for in the balance sheet included in the Financial Statements as of April 30, 2020 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s business since the Company Balance Sheet Date in the ordinary course consistent with past practice that are of the type that ordinarily occur and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law, (iii) executory obligations under Contracts to which the Company is a party and occurring in the ordinary course consistent with past practice that are of the type that ordinarily occur and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law, (iv) Transaction Expenses or other Liabilities that are expressly contemplated by, or incurred by the Company in connection with the execution and performance of, this Agreement and the terms and conditions contained herein and (v) Liabilities that do not exceed $3,500,000 in the aggregate. Except for Liabilities reflected in the Financial Statements, the Company has no 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) All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with the Company Accounting Principles and are adequate. At the Company Balance Sheet Date, there were no material loss contingencies (as such term is used in the FASB Accounting Standards Codification (“ASC”) Topic 450) that are not adequately provided for in the Company Balance Sheet as required by FASB ASC Topic 450. The Company’s revenue recognition methodologies reflected in the Financial Statements comply with GAAP. (d) Schedule 2.4(d) of the Company Disclosure Letter sets forth, as of the Agreement Date, 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. Without limiting the generality of the foregoing, the Company has never guaranteed any debt or other obligation of any other Person. (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 and the Subsidiaries maintain accounts and the names of all Persons authorized to make withdrawals therefrom. (f) 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 and represent bona fide claims against debtors for sales and other charges. Allowances for doubtful accounts and warranty returns have been prepared fromin accordance with the Company Accounting Principles. 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 and (ii) represented or shall represent bona fide claims against debtors for sales and other charges. As of the Agreement Date, the Company has not received any written notice from any debtor that such debtor does not intend to pay any Accounts Receivable. As of the Agreement Date, none of the Accounts Receivable is subject to any claim of offset, recoupment, set-off or counterclaim. No material amount of Accounts Receivable is contingent upon the performance by the Company of any obligation or Contract other than normal service, 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 Letter sets forth, as of July 6, 2020, 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 July 6, 2020, 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 12 months preceding such date, including the type and amounts of such claims. (g) The Company has established and maintains a system of internal accounting controls, comparable to similarly situated private companies, designed to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company and the Subsidiaries are being executed and made only in accordance withwith appropriate authorizations of management or the Board, as applicable, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with the Company Accounting Principles 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 and records of the Company. The Company is not party compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any off-balance sheet Contract differences. None of the Company, the Subsidiaries, the Board, the Company's independent auditors or any officer of the Company, and, to the actual knowledge (without any duty of inquiry) of the Company, any other Representative of the Company or any Subsidiary, has identified or been made aware of any fraud, whether or not material, that involves the Company's management or other “off balance sheet arrangements” 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 the Subsidiaries, or any claim or allegation regarding any of the foregoing. None of the Company, the Subsidiaries, the Board or any officer of the Company, and, to the actual knowledge (as defined in Item 303(awithout any duty of inquiry) of Regulation S-K under the Securities Exchange Act Company, any other Representative of 1934, as amended), where the intended effect of such Contract is to avoid disclosure Company or any Subsidiary has received or otherwise had or obtained knowledge of any material transaction involvingwritten or, or material Liabilities of, to the knowledge of the Company. (b) The Company has no Liabilities of any nature whatsoever (whether accrued, absoluteoral complaint, determinedallegation, contingent assertion or otherwise and whether due claim, in each case, regarding deficient accounting or to become due)auditing practices, except (i) Liabilities reflected procedure, methodologies or reserved against in the balance sheet methods of the Company or any Subsidiary or its internal accounting controls or any material inaccuracy in the Company's financial statements. To the knowledge of the Company, no attorney representing the Company or any Subsidiary has reported in writing 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, the Subsidiaries or any of their respective Representatives. To the knowledge of the Company, there are no significant deficiencies or material weaknesses in the design or operation of the Company's internal controls that would reasonably be expected to materially and adversely affect the Company's ability to record, process, summarize and report financial data. There has been no material change in the Company accounting policies between January 1, 2017 and the Agreement Date, except as of December 31, 2014 included described in the Financial Statements, (ii) Liabilities incurred after December 31, 2014 in the Ordinary Course of Business, (iii) Liabilities incurred in connection with this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by the Company, (iv) Liabilities arising out of the Promissory Note and (v) Liabilities that have not been and would not reasonably be expected to be, material to the Company.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer an unaudited balance sheet Each of the consolidated financial statements of the Company as of December 31, for each of the years 2014 and 2013 and the related statement of operations and retained earnings for the twelve (12) months ended December 31 for each of the years 2014 and 2013. The Company has also delivered to Buyer the monthly unaudited balance sheets for the five (5) months ended May 31, 2015 and the related monthly statement of operations and retained earnings. All the financial statements referenced above are herein referred to as the “Financial Statements” and are attached to Section 2.8 of included in the Company Disclosure Schedule. The Financial Statements (x) fairly present SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the financial position published rules and results of operations regulations of the Company as of the dates and for the periods indicatedSEC with respect thereto, was prepared in accordance with IFRS (except, in the applicable Historical Accounting Principles, case of unaudited statements) applied on a consistent basis during such the periods involved (except as may be indicated in the notes thereto) and (y) fairly presented in all material respects the Financial Statements have been prepared from, and are in accordance with, the books and records consolidated financial position of the Company. The Company is not party and consolidated Company Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to any offthe absence of footnote disclosure and to normal year-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amendedend audit adjustments), where the intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company. (b) The Company has There are no Liabilities of the Company or any nature whatsoever (whether accrued, absolute, determined, contingent or otherwise and whether due or of the Company Subsidiaries of a type required by the IFRS to become due), except (i) Liabilities reflected or reserved against in the be recorded as a liability on a consolidated balance sheet of the Company as of December 31, 2014 included or in the Financial Statementsnotes thereto, other than: (i) Liabilities disclosed and reserved for on the Company Balance Sheet, (ii) Liabilities incurred after December 31, 2014 the Company Balance Sheet Date in the Ordinary Course ordinary course of Businessbusiness (excluding Liabilities arising out of any breach of or default under a Contract or violation of Law), (iii) Liabilities incurred obligations expressly contemplated by, and fees and expenses payable to the Company’s external Representatives for services rendered in connection with with, this Agreement including amounts to be included in Company Transaction Expenses for employee bonuses to be paid by and the CompanyTransactions, (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 the Promissory Note any breach or default under such Contracts), and (v) Liabilities that have not been and would not reasonably be expected to behave, material to individually or in the Companyaggregate, a Company Material Adverse Effect.