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

Financial Statements; No Undisclosed Liabilities. (a) The unaudited balance sheet of TMOL (the "TMOL BALANCE SHEET") as of June 30, 1998 (the "TMOL BALANCE SHEET DATE") and the related unaudited statements of operations for the period from February 1, 1998 through June 30, 1998 are attached to Section 3.4(a) of the USA Schedules and have been prepared in accordance with the books and records of TMOL and are complete and correct in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly the financial position and results of operations of TMOL as of the dates and for the periods specified. (b) The unaudited pro forma statement of operations for the period from February 1, 1998 through June 30, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached to Section 3.4(b) of the USA Schedules and have been prepared in good faith in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specified. (c) As of the TMOL Balance Sheet Date, TMOL did not have any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described in the TMOL Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred in the ordinary course of business consistent with past practice.

Financial Statements; No Undisclosed Liabilities. (a) The unaudited audited consolidated balance sheet of TMOL the Company and its Subsidiaries as of December 31, 2019, and the related audited consolidated statements of operations, shareholders’ equity, and cash flows for the fiscal year ended December 31, 2019 (the "TMOL BALANCE SHEET") “Audited Financial Statements”), and the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 1998 (the "TMOL BALANCE SHEET DATE") 2020, and the related unaudited consolidated statements of operations operations, shareholders’ equity, and cash flows for the period from February 1, 1998 through fiscal quarter ended June 30, 1998 are 2020, in the form attached to Section 3.4(a) of the USA Schedules and have been Draft 10-Q (collectively, the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”), were prepared in accordance with GAAP, applied on a consistent basis for the books periods involved, and records of TMOL and are complete and correct fairly present, in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly the financial position of the Company and results of operations of TMOL its Subsidiaries as of the dates date thereof and for the periods specified. (b) The unaudited pro forma statement results of their operations for the period from February 1then ended. Except as set forth in Section 3.16 of the Debtor Disclosure Schedule, 1998 through there are no liabilities or obligations of the Debtors of any kind whatsoever, whether accrued, contingent, absolute, determined or determinable, other than (a) liabilities or obligations set forth on the face of the balance sheet included in the Financial Statements, (b) liabilities or obligations which were incurred in the Ordinary Course of Business after June 30, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached to Section 3.4(b) of the USA Schedules and have been prepared in good faith in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specified. 2020, (c) As of liabilities or obligations incurred in connection with the TMOL Balance Sheet Date, TMOL did not have any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwiseContemplated Transactions, and whether due (d) liabilities or to become due obligations that, individually or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described in the TMOL Balance Sheet. Since aggregate, are not material to the TMOL Balance Sheet DateDebtors, TMOL has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred in the ordinary course of business consistent with past practicetaken as a whole.

Financial Statements; No Undisclosed Liabilities. (a) The Seller has made available to Buyer correct and complete copies of the unaudited balance sheet sheets of TMOL (the "TMOL BALANCE SHEET") as of June Seller dated April 30, 1998 (the "TMOL BALANCE SHEET DATE") 2018, 2017 and 2016, and the related unaudited statements of operations income and cash flows for the period from February 1fiscal years then ended (collectively, 1998 through June the “Financial Statements”, the balance sheet of Seller as of April 30, 1998 2018 is referred to herein as the “Reference Balance Sheet” and April 30, 2018 is referred to herein as the “Reference Balance Sheet Date”). (b) The Financial Statements are attached to Section 3.4(a) of the USA Schedules and have been prepared in accordance consistent with the books and records of TMOL Seller and are complete and correct fairly present in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly respects the financial position of Seller as of the dates indicated and the results of operations of TMOL as of the dates and Seller for the periods specified. (b) The unaudited pro forma statement of operations for the period from February 1indicated, 1998 through June 30, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached to Section 3.4(b) of the USA Schedules and have been prepared in good faith in accordance conformity with the books and records of TMOL with items of revenue from Distributors and items of expense presented GAAP applied on a pro forma consistent basis throughout the periods specified, except as if expressly set forth therein and except that the TMOL Business Agreement was in effect for Financial Statements omit footnotes and the period specifieddisclosures required therein. (c) As relates to the Business or the Purchased Assets, as of the TMOL Balance Sheet Agreement Date, TMOL did Seller does not have any material indebtednessLiabilities, obligations except for (i) Liabilities which are adequately reflected or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described in the TMOL Reference Balance Sheet. Since , (ii) Liabilities which have arisen after the TMOL Reference Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred Date in the ordinary course Ordinary Course of business consistent with past practiceBusiness, (iii) Liabilities relating to or arising under Leases, Contracts, Permits and Permitted Encumbrances which do not result from or arise out of breaches thereof, (iv) Liabilities for Taxes that do not violate the representations and warranties contained in Section 4.12, or (v) those set forth in Section 4.5(c) of the Seller Disclosure Schedules.

Financial Statements; No Undisclosed Liabilities. (a) The unaudited Seller has delivered to Purchaser true, correct and complete copies of the audited combined balance sheet sheets of TMOL the Business as of September 26, 2014 (the "TMOL BALANCE SHEET") as of “Balance Sheet Date”), June 3027, 1998 (the "TMOL BALANCE SHEET DATE") 2014 and September 27, 2013, and the related unaudited combined statements of operations income and cash flows for the period from February 1nine (9) months ended June 27, 1998 through June 302014 and fiscal years ended September 26, 1998 2014, September 27, 2013 and September 28, 2012, including any notes thereto, are attached to Section 3.4(aset forth on Schedule 3.18(a)(i) of the USA Schedules and Seller Disclosure Letter (collectively, the “Financial Statements”). The Financial Statements (i) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and the books and records of TMOL the Seller and are complete its Affiliates and correct (ii) each fairly present, in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions respects and tax related liabilities have been provided) in conformity with GAAP applied on a consistent basis, the practices consistently applied by TMOL throughout combined financial position, assets and liabilities of the periods involved Business as at the respective dates thereof and present fairly the financial position and its combined results of operations, stockholder equity, revenues, expenses and cash flows for the respective periods then ended. Except as described in the Financial Statements or the notes thereto, the Financial Statements do not reflect the assets, liabilities or operations of TMOL any entity or business other than the Business. To the Knowledge of Seller, no products manufactured or contracted to be manufactured in the Business contain any “conflict minerals” originating from the Democratic Republic of Congo or an “adjoining country” (each as defined in Section 1502(e) of the dates Xxxx-Xxxxx Xxxx Street Reform and for the periods specifiedConsumer Protection Act). (b) The unaudited pro forma statement of operations for the period from February 1, 1998 through June 30, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") There are attached to Section 3.4(b) no Assumed Liabilities or Liabilities of the USA Schedules and have been prepared in good faith in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specified. (c) As of the TMOL Balance Sheet Date, TMOL did not have any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent contingent, asserted, unasserted, known or unknown or otherwise, and whether due or to become due or asserted or unasserted), which were except (i) Liabilities that are not fully reflected in, required to be set forth or reserved against on a consolidated balance sheet of the Business prepared in accordance with GAAP or otherwise described the notes thereto (other than solely as a result of such Assumed Liabilities or Liabilities not being actually known to Seller as of the date of the relevant balance sheet), (ii) Liabilities disclosed in the TMOL Balance Sheet. Since Financial Statements or the TMOL Balance Sheet Datenotes thereto, TMOL has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those iii) Liabilities incurred in the ordinary course of business consistent since the Balance Sheet Date or that are included in Closing Working Capital, (iv) Liabilities which would not, individually or in the aggregate, be reasonably expected to be material to the Business, the Conveyed Companies and the Purchased Assets, taken as a whole, (v) Liabilities incurred under this Agreement or the other Transaction Documents or disclosed on Schedule 3.18(b) of the Seller Disclosure Letter, (vi) the Retained Liabilities and (vii) Liabilities arising from performance obligations under any Contract, Real Property Lease or outstanding purchase order (but in each case, not including any Liability arising as a result of any material breach by Seller or its Affiliates of such Contract, Real Property Lease or purchase order or any Action with past practicerespect thereto).

Financial Statements; No Undisclosed Liabilities. (a) The TRT has delivered to TSE unaudited financial statements for Fiscal Years ended June 30, 2020 and June 30, 2021 (collectively, the “TRT Financial Statements”), consisting of the balance sheet of TMOL (the "TMOL BALANCE SHEET") as of June 30, 1998 (the "TMOL BALANCE SHEET DATE") TRT and the related unaudited statements statement of operations income and retained earnings and cash flow for the period from February 1, 1998 through June 30, 1998 are attached to Section 3.4(a) of the USA Schedules and Fiscal Years then ended. The TRT Financial Statements have been prepared in accordance with on a cash basis applied on a consistent basis throughout the period involved. The TRT Financial Statements are based on the books and records of TMOL TRT, and are complete and correct fairly present in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly respects the financial position and results condition of operations of TMOL TRT as of the respective dates they were prepared and the results of the operations of TRT for the periods specifiedindicated. (b) The unaudited pro forma statement TRT has no Liabilities other than (i) those set forth or adequately provided for in the balance sheet included in the TRT Financial Statements, (ii) those incurred in the conduct of TRT’s operations for in the period from February 1, 1998 through June 30, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") ordinary course consistent with past practice that are attached to Section 3.4(b) of the USA Schedules type that ordinarily recur and, individually or in the aggregate, are not material in nature or amount and have been prepared do not result from any breach of Contract, warranty, infringement, tort or violation of applicable Law and (iii) those incurred by TRT in good faith in accordance connection with the books and records execution of TMOL with items this Agreement. Except for Liabilities reflected in the TRT Financial Statements, TRT has no off-balance sheet liability of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specifiedany nature to any third parties or entities. (c) As Schedule 5.3(c) of the TMOL Balance Sheet DateTRT Disclosure Schedule sets forth a true, TMOL did not have correct and complete list of all TRT Indebtedness, including, for each item of TRT Indebtedness, the agreement governing the TRT Indebtedness and the interest rate, maturity date, any material indebtedness, obligations assets securing such TRT Indebtedness and any prepayment or liabilities other penalties payable in connection with the repayment of any kind such TRT Indebtedness at the Closing. (whether accrued, absolute, contingent or otherwise, d) Schedule 5.3(d) of the TRT Disclosure Schedule sets forth the names and whether due or locations of all banks and other financial institutions at which TRT maintains accounts and the names of all Persons authorized to become due or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described in the TMOL Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred in the ordinary course of business consistent with past practicemake withdrawals therefrom.

Financial Statements; No Undisclosed Liabilities. (a) The unaudited TSE has delivered to TRT audited financial statements for Fiscal Years ended June 30, 2020 and June 30, 2021 (collectively, the “TSE Financial Statements”), consisting of the balance sheet of TMOL (the "TMOL BALANCE SHEET") as of June 30, 1998 (the "TMOL BALANCE SHEET DATE") TSE and the related unaudited statements statement of operations income and retained earnings and cash flow for the period from February 1, 1998 through June 30, 1998 are attached to Section 3.4(a) of the USA Schedules and Fiscal Years then ended. The TSE Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved. The TSE Financial Statements are based on the books and records of TMOL TSE, and are complete and correct fairly present in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly respects the financial position and results condition of operations of TMOL TSE as of the respective dates they were prepared and the results of the operations of TSE for the periods specifiedindicated. (b) The unaudited pro forma statement TSE has no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”) other than (i) those set forth or adequately provided for in the balance sheet included in the TSE Financial Statements, (ii) those incurred in the conduct of TSE’s operations for in the period from February 1, 1998 through June 30, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") ordinary course consistent with past practice that are attached to Section 3.4(b) of the USA Schedules type that ordinarily recur and, individually or in the aggregate, are not material in nature or amount and have been prepared do not result from any breach of Contract, warranty, infringement, tort or violation of applicable Law and (iii) those incurred by TSE in good faith in accordance connection with the books and records execution of TMOL with items this Agreement. Except for Liabilities reflected in the TSE Financial Statements, TSE has no off- balance sheet liability of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specifiedany nature to any third parties or entities. (c) As Schedule 4.4(c) of the TMOL Balance Sheet DateTSE Disclosure Schedule sets forth a true, TMOL did not have correct and complete list of all TSE Indebtedness, including, for each item of TSE Indebtedness, the agreement governing the TSE Indebtedness and the interest rate, maturity date, any material indebtedness, obligations assets securing such TSE Indebtedness and any prepayment or liabilities other penalties payable in connection with the repayment of any kind such TSE Indebtedness at the Closing. (whether accrued, absolute, contingent or otherwise, d) Schedule 4.4(d) of the TSE Disclosure Schedule sets forth the names and whether due or locations of all banks and other financial institutions at which TSE maintains accounts and the names of all Persons authorized to become due or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described in the TMOL Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred in the ordinary course of business consistent with past practicemake withdrawals therefrom.

Financial Statements; No Undisclosed Liabilities. Conopco has furnished SM with the unaudited consolidated financial statements (abalance sheet, income statement and statement of cash flows) The unaudited balance sheet of TMOL (the "TMOL BALANCE SHEET") Iluminage as of June December 31, 2012 and the unaudited consolidated financial statements (balance sheet, income statement and statement of cash flows) of Iluminage as of and for the nine (9) month period ended September 30, 1998 (the "TMOL BALANCE SHEET DATE") and the related unaudited statements 2013, copies of operations for the period from February 1, 1998 through June 30, 1998 which are attached to Section 3.4(a) of hereto as Schedule 5.5 (together, the USA Schedules and have been “Iluminage Financial Statements”). The Iluminage Financial Statements were prepared in accordance with the books and records of TMOL Iluminage, and are complete subject to matters resulting from audit procedures, fairly and correct accurately present in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly respects the financial position and results condition of operations of TMOL Iluminage as of the dates December 31, 2012 and for the periods specified. (b) The unaudited pro forma statement as of operations for the period from February 1, 1998 through June September 30, 1998 (2013, respectively. The books of account, ledgers, records and documents of Iluminage reflect in all material respects all information relating to the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached business of Iluminage, and the nature of all transactions giving rise to Section 3.4(b) the obligations or accounts receivable of Iluminage. On the USA Schedules date hereof, and have been prepared except as set forth in good faith the Iluminage Financial Statements or in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specified. (c) As of the TMOL Balance Sheet DateSchedule 5.5, TMOL did Iluminage does not have any material indebtednessliabilities, obligations debts or liabilities of any kind (obligations, whether accrued, absoluteabsolute or contingent, contingent it is not a guarantor of any debt or obligation of another, nor has it except as set forth in the Certificate of Incorporation and By-laws of the Company, given any indemnification (other than in Ordinary Course commercial agreements), loan, security or otherwise agreed to become directly or contingently liable for any obligation of any person, and no person has given any guarantee of, or security for, any obligation of Iluminage. Since January 1, 2013, and other than as set forth in Schedule 5.5 or reflected in the Iluminage Financial Statements, Iluminage has been operated in the ordinary and usual course of business and has not entered into any transaction which was not in the Ordinary Course, and other than as set forth in Schedule 5.5 there has not been: 5.5.1. any Material Adverse Change in the assets, liabilities, condition (financial or otherwise, and whether due ) or to become due or asserted or unasserted), which were not fully business of Iluminage from that reflected in, reserved against or otherwise described in the TMOL Balance SheetIluminage Financial Statements; 5.5.2. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations waiver by Iluminage of a valuable right or liabilities of a debt owed to it; 5.5.3. any satisfaction or discharge of any kind (whether accruedlien, absoluteclaim or encumbrance or payment of any obligation in excess of $25,000 by Iluminage, contingent except in the Ordinary Course; 5.5.4. any change or otherwiseamendment to a contract or arrangement by which Iluminage or any of its assets is bound or subject and that is material to the business of Iluminage; 5.5.5. any loans made by Iluminage to its employees, and whether due officers or to become due or asserted or unasserted)directors, other than those incurred advances on travel expenses; 5.5.6. any material change in any compensation arrangement or agreement with any employee of Iluminage; 5.5.7. any sale, transfer or lease of, or mortgage or pledge or imposition or lien on, any of Iluminage’s assets, other than in the ordinary course Ordinary Course; 5.5.8. any change in the accounting methods or accounting principles or practices employed by Iluminage; 5.5.9. any other event or condition known to Iluminage and related to Iluminage that would have a Material Adverse Effect; or 5.5.10. any arrangement or commitment by Iluminage to do any of business consistent with past practicethe things described in this Section 5.5.

Financial Statements; No Undisclosed Liabilities. (a) The unaudited balance sheet Sellers have handed over to the Purchaser a complete and true copy of TMOL (the "TMOL BALANCE SHEET") as of June 30, 1998 (the "TMOL BALANCE SHEET DATE") and the related unaudited audited financial statements of operations SIGOS for the period from February 1, 1998 through June 30, 1998 are attached to Section 3.4(a) of ending on 31 December 2005 (the USA Schedules and “Financial Statements 2005”). The Financial Statements 2005 have been prepared in accordance with the books and records of TMOL and are complete and correct comply in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (respects with the exception statutory provisions of the German Commercial Code (HGB) and German GAAP consistently applied, and, according to the German Commercial Code and German GAAP, present a true and fair view of the assets The symbol “XXXXXXXXXX” is used to indicate that no footnotes or tax provisions a portion of the exhibit has been omitted and tax related liabilities have been provided) in conformity filed separately with the practices consistently applied by TMOL throughout Securities and Exchange Commission. Confidential treatment has been requested with respect to the periods involved omitted portion. and present fairly the liabilities, financial position and results earnings position (Vermögens-, Finanz- und Ertragslage) of operations of TMOL SIGOS as of 31 December 2005. Without limiting the dates and for the periods specified. (b) The unaudited pro forma statement of operations for the period from February 1, 1998 through June 30, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached to Section 3.4(b) generality of the USA Schedules and have been prepared in good faith in accordance with preceding subparagraph, a. the books and records of TMOL with items of revenue from Distributors and items of expense presented Financial Statements 2005 are based on a pro forma basis duly prepared inventory; b. all known liabilities of SIGOS as if of 31 December 2005 are completely shown in the TMOL Business Agreement was in effect for the period specified. (c) As of the TMOL Balance Sheet Date, TMOL did Financial Statements 2005 and SIGOS does not have any material indebtednessliabilities or obligations, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described except as (i) disclosed in the TMOL Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations Financial Statements 2005 or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those ii) incurred in the ordinary course of business consistent since the date of the Financial Statements 2005; c. all assets shown in the Financial Statements 2005 existed on 31 December 2005 with past practicethe respective value shown; d. SIGOS is free to dispose of the assets shown in the Financial Statements 2005 without any restriction; e. all legally required depreciations, value adjustments and provisions have been made; f. no contingent liabilities existed which have not been shown in the Financial Statements 2005 though it was legally required to disclose such contingent liabilities in the Financial Statements 2005 and to the Sellers’ Knowledge, no other contingent liabilities existed as of 31 December 2005; and g. the accounting principles applied at SIGOS have not been altered between 2000 and today; h. all reserves established by SIGOS that are set forth on or reflected in the Financial Statements 2005 are adequate; and i. the equity of SIGOS in the meaning of section 272 of the German Commercial Code (HGB) as of 31 December 2005 amounted to XXXXXXXXXX. A. Prot. 2006/35 GrD

Financial Statements; No Undisclosed Liabilities. (a) The Seller has Made Available to Purchaser (i) the unaudited balance sheet sheets of TMOL (the "TMOL BALANCE SHEET") Seller as of June 30December 31, 1998 (the "TMOL BALANCE SHEET DATE") 2012, and the related unaudited profits and loss statements of operations (income statements), and cash flows for the period from February 1, 1998 through June 30, 1998 years then ended (collectively all such financial statements are attached referred to as the “Financial Statements”). Except as set forth on Section 3.4(a) of the USA Schedules Disclosure Schedule, the Financial Statements are true, correct and have been prepared complete and fairly present, in accordance with all material respects, the books financial position and records results of TMOL operation of the Spontania Business as of the applicable dates and for the periods indicated. No information has come to the attention of Seller since such respective dates that would indicate that such financial statements are complete not true and correct in all material respectsrespects as of the dates thereof. Seller has attained revenue of € 1 million in the nine months ended September 30, 2013, and will attain revenue of € 1.5 million by year-end 2013. (b) Except as set forth in the Financial Statements or Section 3.4(b) of the Disclosure Schedule, Seller has no Liabilities. Except for the Assumed Spontania Liabilities, Newco will have each been prepared no Liabilities following the completion of the Spin-Off Transaction or as of the Closing. (c) The Financial Statements are complete and accurate in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved all material respects and present fairly the financial position of Seller as of the respective dates thereof and the results of operations and cash flows of Seller, including the results of operations of TMOL as of the dates and Spontania Business, for the periods specifiedcovered thereby. (b) The unaudited pro forma statement of operations for the period from February 1, 1998 through June 30, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached to Section 3.4(b) of the USA Schedules and have been prepared in good faith in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specified. (cd) As of the TMOL Balance Sheet Closing Date, TMOL did not have any material indebtednessSeller will provide an accurate and complete breackdown and aging of all accounts payable, Contracts, obligations or liabilities and Liabilities of any kind (whether accrued, absolute, contingent or otherwise, the Seller related to the Spontania Business and whether due or to become due or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described included in the TMOL Balance Sheet. Since Spontania Assets. (e) The Identified Creditors, for an aggregate amount of € 2.032.409, are the TMOL Balance Sheet Date, TMOL has not incurred only third party creditors that currently hold any material indebtedness, obligations or liabilities type of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred in credit against the ordinary course of business consistent with past practiceSeller.

Financial Statements; No Undisclosed Liabilities. (a) The unaudited balance sheet Data Room or Sellers’ public securities filings contain true, correct and complete copies of TMOL (the "TMOL BALANCE SHEET") as of June 30consolidated, 1998 (the "TMOL BALANCE SHEET DATE") and the related unaudited audited financial statements of operations Sellers for the period from fiscal years ended February 2, 2013 and February 1, 1998 through June 302014 (collectively, 1998 are attached to Section 3.4(athe “Audited Financial Statements”) as well as the unaudited, consolidated balance sheets, statements of income, changes in stockholders’ equity and cash flows of Sellers for the USA Schedules and fiscal year period ended January 31, 2015 (such statements, the “Interim Financial Statements” and, collectively, with the Audited Financial Statements, the “Historical Financial Statements”). The Historical Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during the books periods involved, and records of TMOL and are complete and correct fairly present, in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly the financial position condition and results of operations and cash flows of TMOL the Business as of the dates and for thereof or the periods specifiedthen ended, except, in each case, as expressly indicated in such Historical Financial Statements, and subject, in the case of the Interim Financial Statements, to normal year-end adjustments that will not be material in amount or effect and the absence of footnotes. (b) The unaudited pro forma statement of operations for the period from February 1, 1998 through June 30, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached to Except as set forth in Section 3.4(b) of the USA Schedules and have been prepared in good faith in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specified. (c) As of the TMOL Balance Sheet DateDisclosure Schedule, TMOL did Sellers do not have any material indebtedness, obligations Indebtedness or liabilities other Liabilities of any kind a nature (whether accrued, absolute, contingent or otherwise, and whether due ) that would be required by GAAP to be reflected on a consolidated balance sheet of the Business (or to become due or asserted or unasserted), which in the notes thereto) that were not fully reflected in, disclosed or reserved against or otherwise described in the TMOL Balance Sheet. Since Historical Financial Statements, except for Indebtedness or other Liabilities that (i) were incurred on or after November 1, 2014 in the TMOL Balance Sheet DateOrdinary Course of Business, TMOL has (ii) arise under this Agreement or the Related Agreements, or (iii) will be or are Liabilities of Sellers as debtors in the Chapter 11 Cases and that will not incurred result in any material indebtedness, obligations or liabilities of any kind Lien (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred in Liens expressly contemplated by the ordinary course Sale Order) on the Acquired Assets following the entry of business consistent with past practicethe Sale Order.

Financial Statements; No Undisclosed Liabilities. (a) The unaudited Attached to Schedule 6.06(a) are complete copies of (i) the audited consolidated balance sheet of TMOL the Group Companies as of December 31, 2017 and the related audited consolidated statements of income and cash flows for the fiscal year ended December 31, 2017, (ii) the audited consolidated balance sheet of the Group Companies as of December 31, 2018 (the "TMOL BALANCE SHEET") as of June 30, 1998 (the "TMOL BALANCE SHEET DATELatest Balance Sheet") and the related unaudited audited statements of operations income and cash flows for the period from February 1fiscal year ended December 31, 1998 through June 30, 1998 are attached to Section 3.4(a2018 (the "Year-End Financial Statements") and (iii) the unaudited consolidated balance sheet of the USA Schedules Group Companies as of March 31, 2019 ( the "Interim Financial Statements" and have been prepared in accordance collectively with the Year-End Financial Statements, the "Financial Statements"). Except as set forth on Schedule 6.06(a), the Financial Statements are based on the books and records of TMOL the Group Companies and are complete and correct fairly present, in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly the financial position and results of operations of TMOL the Group Companies, as of the dates and for the periods specifiedreferred to therein and have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved (subject, in the case of the Interim Financial Statements, to audit adjustments to non-cash items at year-end, which adjustments include goodwill and deferred Taxes, and the lack of footnote disclosures and other presentation items, none of which such adjustments, notes or presentation items would be material individually or in the aggregate). (b) The unaudited pro forma statement of operations for Except as set forth on Schedule 6.06(b), the period from February 1, 1998 through June 30, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached to Section 3.4(b) of the USA Schedules and have been prepared in good faith in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specified. (c) As of the TMOL Balance Sheet Date, TMOL did Group Companies do not have any material indebtednessliabilities, obligations or liabilities commitments of any kind (whether accruednature whatsoever, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise ("Liabilities"), which were not fully reflected in, except (i) Liabilities to the extent specifically accrued on or adequately reserved against or otherwise described in the TMOL Balance Sheet. Since the TMOL Latest Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred specifically disclosed in the ordinary course notes to the other Financial Statements, (ii) Liabilities that have arisen since the date of business consistent with past practicethe Latest Balance Sheet in the Ordinary Course (none of which is a liability resulting from breach of contract of warranty, tort, infringement or misappropriation) or (iii) Liabilities to be included in the computation of Funded Debt as of the Adjustment Time, Transaction Expenses, the Tax Liability Amount or Working Capital.

Financial Statements; No Undisclosed Liabilities. (a) The unaudited balance sheet of TMOL Corporation has previously furnished or made available to Buyer the following financial statements (the "TMOL BALANCE SHEET") as of June 30, 1998 (the "TMOL BALANCE SHEET DATE") and the related unaudited statements of operations for the period from February 1, 1998 through June 30, 1998 are attached to Section 3.4(a“Financial Statements”) of the USA Schedules Corporation: (i) the audited consolidated balance sheets of the Corporation and have been prepared its Subsidiaries as of (x) December 31, 2011 (the “Latest Balance Sheet”) and (y) December 31, 2010, and December 31, 2009; (ii) the audited consolidated statements of income, stockholders’ equity and cash flows of the Corporation and its Subsidiaries (including any related notes) for each of the years ended December 31, 2011, December 31, 2010, and December 31, 2009; and (c) the unaudited consolidated financial statements of the Corporation and its Subsidiaries for each of the months in accordance with 2012 ended prior to the books Effective Date, together with, in the case of each financial statement referred to in clause (i) and records (ii), the reports thereon of TMOL Cashuk, Wiseman, Goldberg, Xxxxxxxx & Salem, LLP and are complete Xxxxxxxxx and correct Xxxxxxxxx. The balance sheets included in the Financial Statements fairly present, in all material respects, have each been prepared the financial condition of the Corporation as of the date thereof, and the other related statements included in the Financial Statements fairly present, in all material respects, the results of operations and changes in financial condition of the Corporation and its Subsidiaries for the periods presented therein in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently , applied by TMOL throughout the Corporation on a consistent basis during the periods involved and present fairly involved, except as otherwise indicated in the financial position and results of operations of TMOL as of the dates and for the periods specifiednotes thereto. (b) The unaudited pro forma statement Except as set forth on the Financial Statements, neither the Corporation nor any of operations for the period from February 1, 1998 through June 30, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached to Section 3.4(b) of the USA Schedules and have been prepared in good faith in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specified. (c) As of the TMOL Balance Sheet Date, TMOL did not have its Subsidiaries has any material indebtednessIndebtedness, obligations or liabilities Liabilities of any kind (whether accrued, absolute, contingent or otherwise) which is of a nature required by GAAP to be reflected in a balance sheet and, in the case of audited balance sheets, the notes thereto, and whether due which is not accrued or to become due or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described in the TMOL Latest Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred liabilities or obligations (i) otherwise specifically disclosed in this Agreement or in the ordinary course of business consistent with past practiceDisclosure Schedules hereto or (ii) that are not, individually or in the aggregate, material to the Corporation and its Subsidiaries, taken as a whole.

Financial Statements; No Undisclosed Liabilities. (a) The unaudited balance sheet of TMOL Corporation has previously furnished or made available to Buyer the following financial statements (the "TMOL BALANCE SHEET") as of June 30, 1998 (the "TMOL BALANCE SHEET DATE") and the related unaudited statements of operations for the period from February 1, 1998 through June 30, 1998 are attached to Section 3.4(a“Financial Statements”) of the USA Schedules Corporation: (i) the audited consolidated balance sheets of the Corporation and have been prepared its Subsidiaries as of (x) December 31, 2011 (the “Latest Balance Sheet”) and (y) December 31, 2010, and December 31, 2009; (ii) the audited consolidated statements of operations, changes in accordance with stockholders’ equity and cash flows of the books Corporation and records its Subsidiaries (including any related notes) for each of TMOL the years ended December 31, 2011, December 31, 2010, and are complete December 31, 2009; and correct (c) the unaudited consolidated financial statements of the Corporation and its Subsidiaries for each of the months in 2012 ended prior to the Effective Date, together with, in the case of each financial statement referred to in clause (i) and (ii), the reports thereon of XxXxxxxxx & Xxxxx LLP. The balance sheets included in the Financial Statements fairly present, in all material respects, have each been prepared the financial condition of the Corporation as of the date thereof, and the other related statements included in the Financial Statements fairly present, in all material respects, the results of operations and changes in financial condition of the Corporation and its Subsidiaries for the periods presented therein in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently , applied by TMOL throughout the Corporation on a consistent basis during the periods involved and present fairly involved, except as otherwise indicated in the financial position and results of operations of TMOL as of the dates and for the periods specifiednotes thereto. (b) The unaudited pro forma statement Except as set forth on the Financial Statements, neither the Corporation nor any of operations for the period from February 1, 1998 through June 30, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached to Section 3.4(b) of the USA Schedules and have been prepared in good faith in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specified. (c) As of the TMOL Balance Sheet Date, TMOL did not have its Subsidiaries has any material indebtednessIndebtedness, obligations or liabilities Liabilities of any kind (whether accrued, absolute, contingent or otherwise) which is of a nature required by GAAP to be reflected in a balance sheet and, in the case of audited balance sheets, the notes thereto, and whether due which is not accrued or to become due or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described in the TMOL Latest Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred liabilities or obligations (i) otherwise specifically disclosed in this Agreement or in the ordinary course of business consistent with past practiceDisclosure Schedules hereto or (ii) that are not, individually or in the aggregate, material to the Corporation and its Subsidiaries, taken as a whole.

Financial Statements; No Undisclosed Liabilities. (a) The unaudited Schedule 3.16(a) contains true and complete copies of (i) the audited balance sheet of TMOL the each of the SET Companies for which audited statements have been prepared (such entities, the "TMOL BALANCE SHEET") “SET Audited Entities”), on a stand alone basis, as of June 30December 31, 1998 (the "TMOL BALANCE SHEET DATE") 2006 and the related statements of operations and cash flows for the year ended December 31, 2006, including any notes thereto (the “Audited Financial Statements”) and (ii) (A) the unaudited consolidated and combined statistical report data with respect to the SET Business as of December 31, 2006, (B) the columnar spreadsheet titled the Sempra Energy Trading Corp. combined and consolidated balance sheet as of December 31, 2006, and the related consolidated and combined statements of operations for the annual period from February 1ending thereon, 1998 through June 30, 1998 are attached to Section 3.4(aand (C) the unaudited consolidated and combined balance sheets of the USA Schedules SET Companies as of March 31, 2007 and the related consolidated and combined statements of operations and cash flows for the quarterly period ending thereon, including any notes thereto, and in the case of each of the items described in clauses (A), (B) and (C), reconciled to exclude any items not related to the SET Business (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance conformity with GAAP (except in each case as described in the books notes thereto) and records fairly present, subject in the case of TMOL and the Unaudited Financial Statements to normal recurring year-end audit adjustments that are complete and correct not in the aggregate material in nature or amount, in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly the financial position condition and results of operations of TMOL each of the SET Business as of the respective dates thereof and for the respective periods specifiedindicated therein. (b) The unaudited pro forma statement of operations for SET Companies do not have any Liabilities that are required by GAAP to be reflected on the period from February 1, 1998 through June 30, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") Financial Statements that are attached to Section 3.4(b) of the USA Schedules and have been prepared in good faith in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specifiednot reflected thereon. (c) As Except as provided in the Related Agreements, since the date of the TMOL Balance Sheet Datelast Financial Statement, TMOL did there has not have been any material indebtedness, obligations (i) increase in the compensation or liabilities fringe benefits of any kind present or former director, manager, officer or employee of any of the SET Companies (whether accruedexcept as set forth on Schedule 3.16(c)(i) and except for increases in the Ordinary Course of Business that do not otherwise require the consent of Sempra Energy or its Subsidiaries (other than the SET Companies)), absolute(ii) grant of any severance or termination pay to any present or former director, contingent manager, officer or otherwiseemployee of any of the SET Companies (except for grants in the Ordinary Course of Business or as required under the Sempra Plans, that in either event do not otherwise require the consent of Sempra Energy or its Subsidiaries (other than the SET Companies)), (iii) loan or advance of money or other property to any of present or former directors, manager, officers or employees of any of the SET Companies (except for loans or advances of business expenses made in the Ordinary Course of Business pursuant to a Sempra Plan that do not otherwise require the consent of Sempra Energy or its Subsidiaries (other than the SET Companies)), (iv) establishment, adoption, entrance into, amendment or termination of any SET Company Plan, collective bargaining agreement (other than as may be required by the terms of an existing SET Company Plan or collective bargaining agreement, or as may be required by applicable law or in order to qualify under Sections 401 and whether due 501 or to become due comply with Section 409A of the Code and except those that do not otherwise require the consent of Sempra Energy or asserted or unassertedits Subsidiaries (other than the SET Companies)), which were not fully reflected in, reserved against or otherwise described in the TMOL Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or liabilities (v) grants of any kind (whether accrued, absolute, contingent equity or otherwise, and whether due or to become due or asserted or unasserted)equity-based awards, other than those incurred in the ordinary course of business consistent with past practice.

Financial Statements; No Undisclosed Liabilities. (a) The True and complete copies of the unaudited balance sheet of TMOL (the "TMOL BALANCE SHEET") Business as of June 30at December 31, 1998 (the "TMOL BALANCE SHEET DATE") 2012, December 31, 2011 and December 31, 2010, and the related unaudited statements statement of results of operations of the Business (including, for purposes of these financial statements, the period from February 1business of AHC California, 1998 through June 30the SoCal Printing Real Estate, 1998 the Classified Ventures Business and the North County Times Business) (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Business as at August 31, 2013 (the “Balance Sheet” and the date of the Balance Sheet, the “Balance Sheet Date”), and the related unaudited statement of results of operations of the Business (including, for purposes of these financial statements, the business of AHC California, the SoCal Printing Real Estate, the Classified Ventures Business and the North County Times Business) (collectively referred to as the “Interim Financial Statements”), are attached to Section 3.4(ahereto as Schedule 3.5(a) of the USA Schedules Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) have been prepared in accordance with the books and records of TMOL the Seller and are complete its Affiliates pertaining to the Business, the business of AHC California, the SoCal Printing Real Estate, the Classified Ventures Business and correct the North County Times Business, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in Schedule 3.5(a)(ii) of the Disclosure Schedules) and (iii) fairly present, in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly the consolidated financial position and results of operations of TMOL the Business (which includes, for purposes of this representation, the business of AHC California, the SoCal Printing Real Estate, the Classified Ventures Business and the North County Times Business) as of at the respective dates thereof and for the respective periods specifiedindicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes. Without limiting the generality of the foregoing, all transactions between the Seller, on the one hand, and any Affiliate of the Seller or any Related Party, on the other hand, are properly accounted for in the Financial Statements in accordance with GAAP. (b) The unaudited pro forma statement There are no debts, Liabilities or obligations owed to third parties, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of operations the Business of a nature required to be reflected on a balance sheet prepared in accordance with GAAP (other than for the period from February 1, 1998 through June 30, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached to Section 3.4(bsuch exceptions set forth on Schedule 3.5(a)(ii) of the USA Schedules and have been prepared in good faith in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specified. (c) As of the TMOL Balance Sheet Date, TMOL did not have any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described in the TMOL Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unassertedDisclosure Schedules), other than those any such debts, Liabilities or obligations (i) reflected or reserved against on the Interim Financial Statements, the Financial Statements or the notes thereto, (ii) incurred since the Balance Sheet Date in the ordinary course of business consistent with past practicethat would not, individually, reasonably be expected to exceed $100,000, (iii) that are Current Liabilities or (iv) set forth on Schedule 3.5(b) of the Disclosure Schedules.

Financial Statements; No Undisclosed Liabilities. (a) The Triller LLC 2024 S-1 sets forth (i) the audited balance sheets and statements of operations, cash flows, and equity of Triller LLC at and for the two fiscal years ended December 31, 2022 and 2021 and accompanying notes (the “Annual Financial Statements”). The Parent August 2024 Draft 14A sets forth (x) the audited balance sheets and statements of operations, cash flows, and equity of Triller LLC for the fiscal year ended December 31, 2023 and accompanying notes (together with the Annual Financial Statements, the “Audited Financial Statements”) and (y) an unaudited balance sheet sheet, statement of TMOL operations and statements of cash flows of Triller LLC at and for the three month period ended March 31, 2024 (the "TMOL BALANCE SHEET"“Interim Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (i) as of June 30are accurate, 1998 (the "TMOL BALANCE SHEET DATE") complete, and the related unaudited statements of operations for the period from February 1, 1998 through June 30, 1998 are attached to Section 3.4(a) of the USA Schedules and have been prepared in accordance consistent with the books and records of TMOL Triller LLC and are complete and correct in all material respectsthe Corporation, (ii) have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved GAAP on a basis consistent with prior accounting periods, and (iii) fairly present fairly the financial position and position, results of operations operations, and changes in financial position of TMOL Triller LLC as of the dates and for the periods specifiedindicated, subject, in the case of the Interim Financial Statements, solely to normal recurring period end adjustments. The unaudited balance sheet of Triller LLC as of March 31, 2024 (the “Corporation Balance Sheet Date”) is herein referred to as the “Corporation Balance Sheet.” The Company has no Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Corporation Balance Sheet, except Liabilities incurred since the Corporation Balance Sheet Date in the ordinary course of business and consistent with past practice. The Corporation is not a guarantor, indemnitor, surety, or other obligor of any indebtedness of any other Person. The Corporation has delivered to Parent accurate and complete copies of all management letters and other correspondence received from accountants of the Corporation relating to the Corporation’s financial statements, accounting controls, and all related matters. There has been no incidence of Fraud that involves any current or former Corporation Service Providers. (b) The unaudited pro forma statement Corporation maintains a system of operations for the period from February 1, 1998 through June 30, 1998 internal accounting controls sufficient to provide reasonable assurances that: (the "TMOL PRO FORMA FINANCIAL STATEMENTS"i) transactions are attached to Section 3.4(b) of the USA Schedules and have been prepared in good faith executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with applicable GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the books recorded accountability for assets is compared with the existing assets at reasonable intervals and records of TMOL appropriate action is taken with items of revenue from Distributors respect to any differences, and items of expense presented on a pro forma basis as if (v) the TMOL Business Agreement was in effect for the period specified. (c) As obligations of the TMOL Balance Sheet DateCorporation are satisfied in a timely manner and as required under the terms of each Contract to which the Corporation is a party or by which the Corporation is bound. To the Knowledge of the Corporation, TMOL did not have any the Corporation has no unremedied significant deficiencies or material indebtedness, obligations or liabilities of any kind weaknesses (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described as such terms are defined under GAAP) in the TMOL Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations design or liabilities operation of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred in the ordinary course of business consistent with past practiceinternal control over financial reporting.

Financial Statements; No Undisclosed Liabilities. Conopco has furnished SM with the unaudited consolidated financial statements (abalance sheet, income statement and statement of cash flows) The of Iluminage as of December 31, 2012 and the unaudited consolidated financial statements (balance sheet sheet, income statement and statement of TMOL cash flows) of Iluminage as of and for the nine (9) month period ended September 30, 2013, copies of which are attached hereto as Schedule 5.5 (together, the "TMOL BALANCE SHEETIluminage Financial Statements") as of June 30, 1998 (the "TMOL BALANCE SHEET DATE") and the related unaudited statements of operations for the period from February 1, 1998 through June 30, 1998 are attached to Section 3.4(a) of the USA Schedules and have been ). The Iluminage Financial Statements were prepared in accordance with the books and records of TMOL Iluminage, and are complete subject to matters resulting from audit procedures, fairly and correct accurately present in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly respects the financial position and results condition of operations of TMOL Iluminage as of the dates December 31, 2012 and for the periods specified. (b) The unaudited pro forma statement as of operations for the period from February 1, 1998 through June September 30, 1998 (2013, respectively. The books of account, ledgers, records and documents of Iluminage reflect in all material respects all information relating to the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached business of Iluminage, and the nature of all transactions giving rise to Section 3.4(b) the obligations or accounts receivable of Iluminage. On the USA Schedules date hereof, and have been prepared except as set forth in good faith the Iluminage Financial Statements or in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specified. (c) As of the TMOL Balance Sheet DateSchedule 5.5, TMOL did Iluminage does not have any material indebtednessliabilities, obligations debts or liabilities of any kind (obligations, whether accrued, absoluteabsolute or contingent, contingent it is not a guarantor of any debt or obligation of another, nor has it except as set forth in the Certificate of Incorporation and By-laws of the Company, given any indemnification (other than in Ordinary Course commercial agreements), loan, security or otherwise agreed to become directly or contingently liable for any obligation of any person, and no person has given any guarantee of, or security for, any obligation of Iluminage. Since January 1, 2013, and other than as set forth in Schedule 5.5 or reflected in the Iluminage Financial Statements, Iluminage has been operated in the ordinary and usual course of business and has not entered into any transaction which was not in the Ordinary Course, and other than as set forth in Schedule 5.5 there has not been: 5.5.1. any Material Adverse Change in the assets, liabilities, condition (financial or otherwise, and whether due ) or to become due or asserted or unasserted), which were not fully business of Iluminage from that reflected in, reserved against or otherwise described in the TMOL Balance SheetIluminage Financial Statements; 5.5.2. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations waiver by Iluminage of a valuable right or liabilities of a debt owed to it; 5.5.3. any satisfaction or discharge of any kind (whether accruedlien, absoluteclaim or encumbrance or payment of any obligation in excess of $25,000 by Iluminage, contingent except in the Ordinary Course; 5.5.4. any change or otherwiseamendment to a contract or arrangement by which Iluminage or any of its assets is bound or subject and that is material to the business of Iluminage; 5.5.5. any loans made by Iluminage to its employees, and whether due officers or to become due or asserted or unasserted)directors, other than those incurred advances on travel expenses; 5.5.6. any material change in any compensation arrangement or agreement with any employee of Iluminage; 5.5.7. any sale, transfer or lease of, or mortgage or pledge or imposition or lien on, any of Iluminage's assets, other than in the ordinary course Ordinary Course; 5.5.8. any change in the accounting methods or accounting principles or practices employed by Iluminage; 5.5.9. any other event or condition known to Iluminage and related to Iluminage that would have a Material Adverse Effect; or 5.5.10. any arrangement or commitment by Iluminage to do any of business consistent with past practicethe things described in this Section 5.5.

Financial Statements; No Undisclosed Liabilities. The Partnership, Talus and Mehlxxx xxxe delivered to the Purchaser (ai) The unaudited the balance sheet of TMOL Penn Dental as of July 31, 1995, together with the related statement of income and expenses, if any, for the period then ended, which financial statements (the "TMOL BALANCE SHEETPenn Dental Financial Statements") have been prepared by Penn Dental and (ii) the balance sheets of the offices of the Virginia Business as of June 30, 1998 1995, together with the related statements of earnings-cash basis for the period then ended, which financial statements (the "TMOL BALANCE SHEET DATEVirginia Financial Statements"; and together with the Penn Dental Financial Statements, the "Financial Statements") have been prepared by Mehlxxx. Xxe Financial Statements are true and the related unaudited statements of operations for the period from February 1, 1998 through June 30, 1998 are attached to Section 3.4(a) of the USA Schedules correct in all material respects and have been prepared in accordance with the books and records a cash basis method of TMOL and are complete and correct in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices applied consistently applied by TMOL throughout the periods involved involved. The Financial Statements fully and fairly present fairly the financial position condition of Penn Dental and the Virginia Business as at the dates thereof and the results of the operations of TMOL as of Penn Dental and the dates and Virginia Business for the periods specified. (b) indicated. The unaudited pro forma statement balance sheets contained in the Financial Statements fairly reflect all liabilities of operations the Business of the types normally reflected in cash basis balance sheets at the dates thereof and except to the extent set forth in or provided for in the period from February 1balance sheet of Penn Dental as of July 31, 1998 through 1995 and the balance sheets of the offices of the Virginia 15 12 Business as of June 30, 1998 1995 (collectively, the "TMOL PRO FORMA FINANCIAL STATEMENTS1995 Balance Sheet") are attached to Section 3.4(b) of included in the USA Schedules and have been prepared Financial Statements or as identified in good faith in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specified. (c) As of the TMOL Balance Sheet Date, TMOL did not have any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwiseExhibit C, and whether due or to become due or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described in the TMOL Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or except for current liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred in the ordinary course of business consistent with past practice.practices (and not materially different in type or amount), none of the Partnership, the Virginia Business or Penn Dental has any material liabilities or obligations of any nature, whether 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; provided, however, that no obligations of either the Virginia Business or Penn Dental are reflected in the Financial Statements, which would be reflected on accrual basis financial statements but not cash basis financial statements. The Partnership, Talus and Mehlxxx xxx not aware of any material omissions in the Financial Statements. The books and records of Penn Dental are auditable by Schotz, Miller, Footer & Magarick and the books and records of the Virginia Business are auditable by Stoy, Xxloxx & Xompany. A true and correct copy of the Financial Statements is attached hereto as Exhibit D.

Financial Statements; No Undisclosed Liabilities. (a) The Section 4.06(a) of the Company Disclosure Schedule contains copies of (i) the unaudited consolidated balance sheets of the Company and its Subsidiaries as of the end of the last three fiscal years and the related statements of operations, changes in shareholders’ equity and cash flows for the fiscal years then ended, and (ii) the unaudited consolidated balance sheet of TMOL (the "TMOL BALANCE SHEET") Company and its Subsidiaries as of June 30the last full month ended prior to the date hereof (collectively, 1998 the “Company Financial Statements”). The Company Financial Statements (the "TMOL BALANCE SHEET DATE"A) and the related unaudited statements of operations for the period from February 1, 1998 through June 30, 1998 are attached to Section 3.4(a) of the USA Schedules and have been prepared in accordance with GAAP applied on a consistent basis for the respective periods referred to in the Company Financial Statements, (B) have been derived from the books and records of TMOL the Company and are complete its Subsidiaries and correct (C) present fairly, in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly the financial position and results of operations of TMOL the Company and its Subsidiaries as of the respective dates and for the respective periods specifiedreferred to in the Company Financial Statements. (b) The unaudited pro forma statement Company and its Subsidiaries have no Liabilities, other than Liabilities (i) that are reflected or reserved against in the Company Financial Statements or (ii) incurred since December 31, 2020, in the ordinary course of operations for business and consistent with past practices. None of the period from February 1Company or its Subsidiaries has ever effected or otherwise been involved in any “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K under the Securities Exchange Act of 1934, 1998 through June 30as amended). Without limiting the generality of the foregoing, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached to except as set forth on Section 3.4(b4.06(b) of the USA Schedules and have been prepared in good faith in accordance with Company Disclosure Schedule, none of the books and records Company or its Subsidiaries has ever guaranteed any debt or other obligation of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specifiedany other Person. (c) As All of the TMOL Balance Sheet DateReceivables, TMOL did not have any material indebtedness, are (i) valid obligations owed to the Company or liabilities of any kind (whether accrued, absolute, contingent its Subsidiaries arising from sales actually made or otherwise, and whether due services actually performed by the Company or to become due or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described in the TMOL Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred its Subsidiaries in the ordinary course of business consistent with past practicepractices of the Company or its Subsidiaries, as the case may be, and (ii) are fully collectible and not disputed or subject to any counterclaim or right of setoff other than in the ordinary course of business consistent with past practices of the Company and its Subsidiaries. There is no default or delinquency in any payment of the Receivables that has not been reserved against in the Company Financial Statements (which reserves are adequate and consistent with past practices of the Company and its Subsidiaries). (d) Section 4.06(d) of the Company Disclosure Schedule sets forth a true, correct, and complete list of the Indebtedness of the Company and its Subsidiaries and the corresponding holders of such Indebtedness and a reasonably detailed description of any amounts owed by the Company to the IRS (the “Tax Obligation”), including the amount of the Tax Obligation. The Owner has delivered to the Purchaser copies of all Contracts and material correspondence related to the Tax Obligation.

Financial Statements; No Undisclosed Liabilities. (a) The True and complete copies of (i) the unaudited balance sheet combined and combining statements of TMOL (the "TMOL BALANCE SHEET") assets and liabilities for each Target owned by a Seller as of June 30at December 31, 1998 (the "TMOL BALANCE SHEET DATE") 2011, and the related unaudited combined and combining statements of operations revenues and expenses for each such Target for the period from February 1then ended, 1998 through and (ii) the unaudited combined and combining statements of assets and liabilities for each Target owned by such Seller as at June 30, 1998 are attached 2012 (the “Interim Balance Sheets”), and the related unaudited combined and combining statements of revenues and expenses for each Target for the period then ended (collectively referred to Section 3.4(aas the “Financial Statements”), shall be made available to the Buyer within five Business Days after the date hereof. The Financial Statements (i) of the USA Schedules and have been prepared in accordance with based on the books and records of TMOL such Target (except as may be indicated in the notes thereto), (ii) have been prepared on either a modified United States federal income tax basis of accounting or GAAP, as applicable, applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and are complete and correct (iii) fairly reflect, in all material respectsaspects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related assets, liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly the financial position and results of operations of TMOL such Target, as of at the respective dates thereof and for the respective periods specifiedindicated therein, except as otherwise noted therein. (b) The unaudited pro forma statement There are no debts, liabilities or obligations of operations for any Target owned by a Seller or any Subsidiary thereof of any nature, whether accrued or of a contingent nature, that would be required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the period from February 1Interim Balance Sheets or the notes thereto, 1998 through (ii) set forth in Section 3.7(b) of the Seller Disclosure Schedule, or (iii) incurred by such Target or Subsidiary in its ordinary course of business since June 30, 1998 (2012 that, individually or in the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached aggregate, have not resulted in or would not reasonably be expected to Section 3.4(b) of the USA Schedules and have been prepared result in good faith in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specifiedMaterial Adverse Effect. (c) The Sellers shall provide to the Buyer within five Business Days of the date hereof (i) available schedules reflecting for each month of 2010, 2011 and 2012 year-to-date all operating and capital expenditures and income, and (ii) available rent rolls for each of the Properties. To the Knowledge of the Sellers, such schedules and rent rolls are true and complete in all material respects. (d) As of the TMOL Balance Sheet Date, TMOL did not have any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, date the parties mutually determine the prorations and whether due or adjustments pursuant to become due or asserted or unassertedSection 2.5(a), which were not fully reflected inthe schedules provided by the Sellers to the Buyer in connection therewith will include a complete and correct list of all obligations, reserved against or otherwise described liabilities and expenses of the Properties that are the subject of the applicable Closing in the TMOL Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred excess of $10,000 for any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred in the ordinary course of business consistent with past practiceindividual Property.

Financial Statements; No Undisclosed Liabilities. (a) The unaudited Set forth in Section 4.3(a) of the Seller Disclosure Schedule are true and complete copies of the audited consolidated balance sheet and statements of TMOL income and cash flows for the fiscal year ended October 31, 2009 (the "TMOL BALANCE SHEET") as of June 30, 1998 (the "TMOL BALANCE SHEET DATE"“2009 Financial Statements”) and the related unaudited consolidated balance sheets and statements of operations income and cash flows for the period from February 1nine (9) months ended July 31, 1998 through June 302010 (the “2010 Financial Statements,” and together with the 2009 Financial Statements, 1998 are attached to Section 3.4(athe “Financial Statements”) of the USA Schedules Target Company. Except as otherwise indicated in the Financial Statements, and have been subject to the absence of footnote disclosure and normal year-end adjustments in the 2010 Financial Statements, the Financial Statements were prepared in accordance with GAAP, applied on a consistent basis, and consistent with past practice as at the books date and records of TMOL for and are complete during the periods involved, and correct fairly present, in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly the financial position condition of the Target Company as of October 31, 2009 and July 31, 2010, as applicable, and the results of its operations of TMOL as of the dates and cash flows for the periods specifiedthen ended. The Financial Statements have been prepared from the Books and Records of the Target Company. Except for the Seller Intercompany Debt, there are no assets, properties or liabilities of any Acquired Company recorded on any financial statements of Seller or any of its Affiliates (other than the Target Company) that are not reflected on the Financial Statements. (b) The unaudited pro forma statement of operations Except (i) as and to the extent set forth in the Financial Statements, (ii) for the period from February 1, 1998 through June 30, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached liabilities permitted by or incurred pursuant to Section 3.4(b) of the USA Schedules and have been prepared in good faith in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specified. (c) As of the TMOL Balance Sheet Date, TMOL did not have any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwisethis Agreement, and whether due or to become due or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described in the TMOL Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or (iii) for liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred in the ordinary course of business consistent with past practice since July 31, 2010, none of the Acquired Companies has directly or indirectly, since July 31, 2010, incurred any liabilities that would be required by GAAP (consistently applied in accordance with past practice) to be reflected on a balance sheet of the Target Company, which, individually or in the aggregate, are material and are not of the same character and nature as the liabilities set forth in the balance sheet included in the 2010 Financial Statements.

Financial Statements; No Undisclosed Liabilities. (a) The unaudited balance sheet statement of TMOL revenue and expenses for the Business for the twelve (12) month period ended December 31, 2020, the "TMOL BALANCE SHEET"statement of revenue and expenses for the Business for the six (6) as of month period ended June 30, 1998 (the "TMOL BALANCE SHEET DATE") 2021 and the related unaudited statements statement of operations for the period from February 1, 1998 through June 30, 1998 are attached to Section 3.4(a) current assets and current liabilities of the USA Schedules and Business as of March 31, 2021 (collectively, the “Financial Statements”) have been prepared in accordance with the books made available to Buyer. A true, correct and records complete copy of TMOL and are complete and correct in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly the financial position and results of operations of TMOL as of the dates and for Financial Statements is set forth on the periods specifiedFinancial Statements Schedule. (b) The unaudited pro forma Financial Statements (i) have been prepared based on the books, records and consolidated financial statements of the Company Group as of such applicable period(s), which were prepared in accordance with GAAP consistently applied throughout the periods covered thereby (in the case of the statement of operations revenue and expenses for the Business for the six (6) month period from February 1, 1998 through ended June 30, 1998 (2021 and the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached to Section 3.4(b) statement of current assets and current liabilities of the USA Schedules Business as of March 31, 2021, subject to the absence of footnote disclosures, which if presented would not be material and have been prepared normal and recurring year-end adjustments, which are not material individually or in good faith the aggregate) and (ii) present fairly in accordance with all material respects the books financial conditions and records results of TMOL with items operations of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specifiedrespective periods therein. (c) As of Except as set forth on the TMOL Balance Sheet DateLiabilities Schedule, TMOL did the Company Group does not have any material indebtedness, Liabilities with respect to the Business whether or not required by GAAP to be reflected in a consolidated balance sheet of such person except: (i) obligations or liabilities under Contracts to which any member of any kind the Company Group is a party; (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), which were not fully ii) Liabilities specifically reflected in, and adequately reserved against or otherwise described in the TMOL Balance Sheet. Since Financial Statements; (iii) Liabilities which have arisen after the TMOL Balance Sheet DateLookback Date in the Ordinary Course of Business (none of which is a liability for breach of contract, TMOL has not incurred breach of warranty, tort, infringement, violation of Law, or that relates to any material indebtednesscause of action, obligations claim or liabilities of any kind lawsuit); and (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), iv) Liabilities other than those incurred described in clauses (i) through (iii) that individually or in aggregate would not be considered material to the Company Group taken as a whole. (d) Except for the Contracts set forth on the Off Balance Sheet Arrangement Schedule, no member of the Company Group is a party to, or has any commitment to become a party to, any “off balance sheet arrangement.” (e) Each member of the Company Group maintains internal controls over financial reporting that provide reasonable assurance in all material respects that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company Group are being made only in accordance with authorization of management and directors of such member of the Company Group, if applicable, and that provide reasonable assurance in all material respects regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s (or such member of the Company Group’s) assets. (f) Since June 30, 2018, the Company Group has not identified and has not been advised by any member of the Company Group’s auditors of any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a role in such member of the Company Group’s internal controls over financial reporting. (g) The Company, Aerial Intermediate Holdings Corp., a Delaware corporation, and Aerial Acquisition Corp., a Delaware corporation, are each holding companies and were formed for the purpose of investing in Neustar, Inc., and each does not own or hold any assets except for the Equity Interests of its direct Subsidiary and other assets of de minimis value typical of a holding company and does not have any material liabilities (other than de minimis liabilities incidental to its operation as a holding company and liabilities set forth in the ordinary course organizational documents of business consistent with past practicesuch entities).

Financial Statements; No Undisclosed Liabilities. (a) The Attached to Schedule 3.06(a) are true, correct and complete copies of: (i) the unaudited consolidated balance sheet of TMOL the Company and its Subsidiaries as of September 30, 2020 (the "TMOL BALANCE SHEET") as of June 30, 1998 (the "TMOL BALANCE SHEET DATELatest Balance Sheet") and the related unaudited statement of income for the nine (9) month period then ended, and (ii) the audited consolidated balance sheets and statements of operations income and cash flows of the Company and its Subsidiaries for the period from February 1fiscal years ended December 31, 1998 through June 302019 and December 31, 1998 are attached to Section 3.4(a) of 2018 (the USA Schedules and have been prepared in accordance "Audited Financial Statements" and, collectively with the books Latest Balance Sheet and records related statement of TMOL and are complete and correct income for the nine (9) month period then ended, the "Financial Statements"). Except as set forth on Schedule 3.06(a), the Financial Statements present fairly in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices GAAP consistently applied by TMOL throughout the periods involved and present fairly applied, the financial position condition and results of operations of TMOL the Company and its Subsidiaries (taken as a whole) as of the dates and for the periods specifiedreferred to therein, subject in the case of the unaudited financial statements to (x) the absence of footnote disclosures and other presentation items and (y) changes resulting from year-end adjustments, in each case that are not, individually or in the aggregate, expected to be material to the Company and its Subsidiaries taken as a whole. (b) The unaudited pro forma statement Except as set forth on Schedule 3.06(b), neither the Company nor any of operations for the period from February 1its Subsidiaries has any liabilities, 1998 through June 30debts or obligations, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached whether or not of a type that would be required to Section 3.4(b) of the USA Schedules and have been be reflected or reserved against on a consolidated balance sheet prepared in good faith in accordance with GAAP consistently applied (collectively, "Liabilities"), except for (i) Liabilities reflected or reserved against on the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if Financial Statements or disclosed in the TMOL Business Agreement was in effect for notes thereto, (ii) Liabilities that have arisen since the period specified. (c) As date of the TMOL Latest Balance Sheet Date, TMOL did not have any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described in the TMOL Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred in the ordinary course of business consistent that are not, individually or in the aggregate, material, (iii) Liabilities arising in connection with past practicethe Transactions and (iv) other Liabilities which would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole.

Financial Statements; No Undisclosed Liabilities. (a) The Copies of the audited balance sheet of Seller as of December 31, 2012, December 31, 2011 and December 31, 2010, and the related audited statements of income, stockholder’s equity and cash flows of Seller, together with all related notes and schedules thereto, accompanied by the reports thereon of Seller’s independent auditors (collectively referred to as the “Seller Audited Financial Statements”) and the unaudited balance sheet of TMOL Seller as of March 31, 2013 (the "TMOL BALANCE SHEET") as of June 30“March 2013 Balance Sheet”), 1998 (the "TMOL BALANCE SHEET DATE") and the related unaudited statements of operations for income, stockholder’s equity and cash flows of Seller (collectively referred to as the period from February 1“Seller Interim Financial Statements” and together with the Seller Audited Financial Statements, 1998 through June 30, 1998 the “Seller Financial Statements”) are attached to set forth in Section 3.4(a3.04(a) of the USA Schedules Seller Disclosure Schedule. The balance sheet of Seller as of December 31, 2012 included in the Seller Audited Financial Statements is referred to herein as the “Seller Balance Sheet”). (b) Each of the Seller Audited Financial Statements and have the Seller Interim Financial Statements (i) has been prepared based on the books and records of Seller, (ii) has been prepared in accordance with US GAAP applied on a consistent basis throughout the books periods indicated and records of TMOL and are complete and correct (iii) fairly presents, in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly the consolidated financial position and position, results of operations operations, changes in stockholder’s equity and cash flows of TMOL Seller as of the respective dates thereof and for the respective periods specified. (b) The unaudited pro forma statement of operations for indicated therein, subject, in the period from February 1, 1998 through June 30, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached to Section 3.4(b) case of the USA Schedules Seller Interim Financial Statements, to normal and have been prepared recurring year-end adjustments and the absence of notes that will not, individually or in good faith in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specifiedaggregate, be material. (c) As There are no material debts, Liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the TMOL Balance Sheet Date, TMOL did not have any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described in the TMOL Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted)Seller, other than those any such debts, Liabilities or obligations (i) reflected or reserved against on the Seller Balance Sheet, (ii) incurred since the date of the Seller Balance Sheet in the ordinary course of business of Seller consistent with past practice, or (iii) incurred under, and in accordance with the terms of, the Existing Financing Facilities. (d) Seller has devised and maintained systems of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with US GAAP and to maintain proper accountability for items and (iii) access to their respective property and assets is permitted only in accordance with management’s general or specific authorization. (e) Seller is not and has not been required to file any registration statements, documents or other reports with the U.S. Securities and Exchange Commission (“SEC”) under applicable securities Laws, including under the Securities Act of 1933 (the “Securities Act”), the Exchange Act, and the respective rules and regulations promulgated thereunder by the SEC.

Financial Statements; No Undisclosed Liabilities. (a) The Seller has delivered or made available to Purchaser true and correct copies of Seller’s (i) audited balance sheet at December 31, 2011 (the “Financial Statement Date”), and the related audited statements of operations and cash flow for the year ended December 31, 2011 (collectively, the “Audited Financial Statements”), and (ii) unaudited balance sheet of TMOL (the "TMOL BALANCE SHEET"“Interim Balance Sheet”) as of June 30at August 31, 1998 2012 (the "TMOL BALANCE SHEET DATE") “Interim Balance Sheet Date”), and the related unaudited statements of operations and cash flow for the eight (8)-month period from February 1ended August 31, 1998 through June 302012 (the “Interim Financial Statements and together with the Audited Financial Statements, 1998 are attached to Section 3.4(a) of the USA Schedules and have been “Financial Statements”). The Financial Statements were prepared in accordance with GAAP applied on a consistent basis during the books periods indicated, and records of TMOL and are complete and correct presented fairly, in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly the financial position of Seller as of the respective dates thereof and the consolidated results of operations and cash flows of TMOL as Seller for the respective periods indicated therein (subject, in the case of the dates Interim Financial Statements, to the absence of footnotes and for year-end adjustments of a normal and recurring type which, individually or in the periods specified.aggregate, are not expected to have a Material Adverse Effect). SD\906843.15 (b) The unaudited pro forma statement There are no Liabilities of operations for Seller directly or indirectly related to the period from February 1, 1998 through June 30, 1998 (Business or the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached to Section 3.4(b) of the USA Schedules and have been prepared in good faith in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specified. (c) As of the TMOL Balance Sheet Date, TMOL did not have any material indebtedness, obligations or liabilities Purchased Assets of any kind (whatsoever, whether accrued, fixed, absolute, contingent contingent, known, unknown, determined, determinable or otherwise, otherwise (and whether due or to become due or asserted or unasserteddue), which were not fully of a nature required by GAAP to be reflected in, reserved against in financial statements other than (i) Liabilities disclosed or otherwise described provided for in the TMOL Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, Financial Statements and (ii) current Liabilities and obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred in the ordinary course of business and consistent with past practicepractice since the Financial Statement Date that, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect. (c) The amount accrued for the [***] Litigation as reflected on the Interim Balance Sheet is reasonable based on Seller’s good faith analysis of such litigation.

Financial Statements; No Undisclosed Liabilities. (a) The Schedule 2.5(a) to the Disclosure Memorandum sets forth (i) the unaudited balance sheets and statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet of TMOL (the "TMOL BALANCE SHEET") as of June 30, 1998 (the "TMOL BALANCE SHEET DATE") and the related unaudited statements of operations and cash flows of Seller at and for the three-month period from February 1ended March 31, 1998 through June 302024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, 1998 the “Financial Statements”). The Financial Statements (i) are attached to Section 3.4(a) of the USA Schedules accurate and have been complete except in di minimis respects, and prepared in accordance with based on the books and records of TMOL Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto), and are complete and correct (iii) fairly present in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly respects the financial position and position, results of operations operations, and changes in financial position of TMOL Seller as of the dates and for the periods specified. (b) indicated, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The unaudited pro forma statement balance sheet of operations for the period from February 1Seller as of March 31, 1998 through June 30, 1998 2024 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached to Section 3.4(b) of the USA Schedules and have been prepared in good faith in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specified. (c) As of the TMOL “Seller Balance Sheet Date, TMOL did not have any ”) is herein referred to as the “Seller Balance Sheet.” Seller has no material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), which were Liabilities that are not fully reflected inor reserved against, reserved against or otherwise described as prescribed by GAAP, in the TMOL Seller Balance Sheet. Since , except Excluded Liabilities incurred since the TMOL Seller Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred Date in the ordinary course of business consistent with past practice.Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken as

Financial Statements; No Undisclosed Liabilities. (a) The Section 3.6(a) of the Parent Disclosure Schedule sets forth true and complete copies of the unaudited balance sheet net asset statement for the Business as of TMOL January 31, 2009 (the "TMOL BALANCE SHEET") as of June 30, 1998 (the "TMOL BALANCE SHEET DATE"“Unaudited Net Asset Statement”) and the related unaudited statements of operations profit and loss statement for the Business for the three-month period from February 1, 1998 through June ended April 30, 1998 are attached to Section 3.4(a) 2009 (the “Unaudited P&L Statement”). Each of the USA Schedules and have foregoing financial statements (i) has been prepared in accordance with the books procedures set forth in Section 3.6(a) of the Parent Disclosure Schedule (including, in the case of the Unaudited Net Asset Statement, the procedures set forth in the Schedule to Unaudited Net Asset Statement attached thereto) and records of TMOL and are complete and correct (ii) fairly presents, in all material respects, have the net assets of the Business as of January 31, 2009 and the profits and losses of the Business for the three-month period ended April 30, 2009, subject to, in the case of the Unaudited P&L Statement, normal year-end adjustments (none of which adjustments, individually or in the aggregate, are material in amount or nature). With respect to each been of the accounts set forth in the Schedule to Unaudited Net Asset Statement attached to the Unaudited Net Asset Statement, the amounts included under the column entitled “Net Assets held for sale before adjustments” reflect the amounts included in Parent’s consolidated audited financial statements for its fiscal year ended January 31, 2009 and, therefore, were prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly the financial position and results of operations of TMOL as of the dates and for the periods specified. (b) The unaudited pro forma statement of operations for There are no Liabilities with respect to the period from February 1Business, 1998 through June 30except (i) Liabilities reflected on the Unaudited Net Asset Statement, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS"ii) are attached to Section 3.4(b) Liabilities of the USA Schedules and have been prepared in good faith in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented type not required under GAAP to be shown on a pro forma basis as if balance sheet due to the TMOL Business Agreement was in effect for contingent nature thereof, (iii) Liabilities which have arisen after the period specified. (c) As date of the TMOL Balance Sheet Date, TMOL did not have any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described in the TMOL Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred Unaudited Net Asset Statement in the ordinary course of business consistent (none of which is a liability for breach of contract, breach of warranty (other than for merchandise returns or exchanges), tort or infringement or a claim or lawsuit or a violation of Law, except as disclosed on Section 3.6(b) of the Parent Disclosure Schedules), (iv) Liabilities with past practicerespect to the Shared Service Functions and Assets, the Shared Contracts, the Intellectual Property License Agreement, the Quincy Sublease and/or the services to be provided pursuant to the Transition Services Agreement, (v) Liabilities disclosed on Section 3.6(b) of the Parent Disclosure Schedule, (vi) the Excluded Liabilities and (vii) other undisclosed Liabilities which would not, individually or in the aggregate, reasonably be expected to be material.

Financial Statements; No Undisclosed Liabilities. (a) The Schedule 4.6(a) contains, and Seller has made available to Buyer true, correct and complete copies of the unaudited financial statements for the Business consisting of the balance sheet as at December 31 in each of TMOL (the "TMOL BALANCE SHEET") as of June 30years 2017, 1998 (the "TMOL BALANCE SHEET DATE") 2018 and 2019 and the related unaudited statements of operations income for the period from February 1years then ended (the “Annual Financial Statements”), 1998 through June and unaudited financial statements for the Business consisting of the balance sheet as at September 30, 1998 are attached to Section 3.4(a) 2020 and the related statements of income for the USA Schedules nine-month period then ended (the “Interim Financial Statements” and together with the Annual Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Annual Financial Statements). To the Knowledge of Seller, the Financial Statements have been prepared based on the books and records of TMOL the Business, and are complete and correct fairly present in all material respectsrespects the financial condition of the Business as of the respective dates they were prepared and the results of the operations of the Business for the periods indicated. The balance sheet of the Business as of December 31, have each been prepared 2019 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Business as of September 30, 2020 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. Seller maintains a standard system of accounting for the Business established and administered in accordance with generally accepted GAAP. None of Seller or its personnel who have a role in the preparation of financial statements or the internal accounting principles controls utilized by Seller has identified or been made aware of ("GAAP"i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Seller, (with ii) any fraud, whether or not material, that involves the exception that no footnotes management of Seller or tax provisions and tax related liabilities have been providedany of its personnel or (iii) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly the financial position and results of operations of TMOL as any claim or allegation regarding any of the dates and for the periods specifiedforegoing. (b) The unaudited pro forma statement of operations for the period from February 1, 1998 through June 30, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached to Section 3.4(b) of the USA Schedules and have been prepared in good faith in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specified. (c) As of the TMOL Balance Sheet Date, TMOL did not have any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described in the TMOL Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred in the ordinary course of business consistent with past practice.

Financial Statements; No Undisclosed Liabilities. SM has furnished the unaudited consolidated financial statements (abalance sheet, income statement, statement of cash flows and statement of operations) The of SB and the SB Subsidiaries as of December 31, 2012 and the unaudited consolidated financial statements (balance sheet sheet, income statement, statement of TMOL cash flows and statement of operations) of SB and the SB Subsidiaries as of and for the nine (9) month period ended September 30, 2013, copies of which are attached hereto as Schedule 4.5 (together, the "TMOL BALANCE SHEETFinancial Statements") as of June 30, 1998 (the "TMOL BALANCE SHEET DATE") and the related unaudited statements of operations for the period from February 1, 1998 through June 30, 1998 are attached to Section 3.4(a) of the USA Schedules and have been ). The Financial Statements were prepared in accordance with the books and records of TMOL and are complete and correct in all material respects, have each been prepared in accordance with United States generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL on a consistent basis throughout the periods involved and present fairly the financial position and results of operations of TMOL as of the dates and for the periods specified. (b) The unaudited pro forma statement of operations for the period from February 1indicated, 1998 through June 30, 1998 (the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached to Section 3.4(b) of the USA Schedules and have been prepared in good faith in accordance with the books and records of TMOL with items SB and the SB Subsidiaries, and subject to matters resulting from audit procedures, fairly and accurately present in all material respects the financial condition of revenue from Distributors SB and items the SB Subsidiaries as of expense presented on a pro forma basis December 31, 2012 and as if of September 30, 3013, respectively. The books of account, ledgers, records and documents of SB and the TMOL Business Agreement was SB Subsidiaries reflect all material information relating to the business of SB and the SB Subsidiaries, and the nature of all transactions giving rise to the obligations or accounts receivable of SB and the SB Subsidiaries. On the date hereof, and except as set forth in effect for the period specified. (c) As of Financial Statements or in Schedule 4.5, SB and the TMOL Balance Sheet Date, TMOL did SB Subsidiaries do not have any material indebtednessliabilities, obligations debts or liabilities of any kind (obligations, whether accrued, absoluteabsolute or contingent, contingent are not a guarantor of any debt or otherwiseobligation of another, nor have they given any indemnification (other than in Ordinary Course commercial agreements), loan, security or otherwise agreed to become directly or contingently liable for any obligation of any person, and whether due no person has given any guarantee of, or security for, any obligation of SB or any SB Subsidiary. Without limitation of the foregoing, SB and the SB Subsidiaries do not have any liabilities, debts or obligations (including without limitation any obligation to make any payments in cash or to become due issue any securities) arising out of or asserted relating to [****]. No claim, suit, action, demand, or unasserted)judgment has been brought or entered against SB or any of the SB Subsidiaries arising out of or relating to the [****] nor, which were not fully reflected into the Knowledge of SM and SB, reserved against or otherwise described in is there any basis for any of the TMOL Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred in the ordinary course of business consistent with past practiceforegoing.

Financial Statements; No Undisclosed Liabilities. (a) The unaudited True and complete copies of the audited consolidated balance sheets of Seller and its Subsidiaries as at December 31, 2004, together with consolidated statements of income and cash flows for the fiscal year ended December 31, 2004 and audited consolidated balance sheet and statements of TMOL income and cash flows of Seller as of and for the nine months ended September 30, 2005 (“Most Recent Fiscal Month End”) are included in the Company Disclosure Schedule, in each case together with an unqualified report thereon by an independent certified public accounting firm (the "TMOL BALANCE SHEET") as of June 30, 1998 (the "TMOL BALANCE SHEET DATE") and the related unaudited statements of operations for the period from February 1, 1998 through June 30, 1998 are attached to Section 3.4(a) of the USA Schedules and “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the books periods covered thereby and records of TMOL and are complete and correct fairly present in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly respects the financial position condition and results of operations of TMOL Seller and its Subsidiaries as of the respective dates thereof and for the respective periods specifiedindicated. (b) The unaudited pro forma statement Except as and to the amount disclosed in the Company Disclosure Schedule, the Company has no material Liabilities, individually or in the aggregate, except for (i) those Liabilities accrued or disclosed on the face of operations for the period from February 1, 1998 through June balance sheet as of September 30, 1998 2005, (the "TMOL PRO FORMA FINANCIAL STATEMENTS"ii) are attached to Section 3.4(b) of the USA Schedules and have been prepared in good faith in accordance with the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specified. (c) As of the TMOL Balance Sheet DateLiabilities incurred since September 30, TMOL did not have any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), which were not fully reflected in, reserved against or otherwise described in the TMOL Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred 2005 in the ordinary course of business consistent with past practice, and (iii) Liabilities under Contracts which, in accordance with GAAP, are not required to be disclosed in the Financial Statements (none of which arise out of a breach of any such Contract). (c) The Company Disclosure Schedule sets forth a list of all notes, bonds, indentures and other instruments and agreements evidencing, creating or otherwise relating to Company Debt, including the outstanding principal amount (other than any increases permitted under Section 6.2(f)), interest rate as in effect between the Balance Sheet Date and the Closing Date and payment schedule of principal and interest thereon. The Company has delivered to the Buyer true, correct and complete copies of the Credit Agreement, Second Amended and Restated Subordinated Note Agreement and Senior Secured Subordinated Note Agreement. Other than amounts accrued on the balance sheet for the Most Recent Fiscal Month End or as set forth on the Company Disclosure Schedule, the Company will not be required to pay any prepayment penalty, fee or amount other than principal and accrued interest thereon (other than default interest) at Closing to extinguish the Company Debt in full.

Financial Statements; No Undisclosed Liabilities. SM has furnished the unaudited consolidated financial statements (abalance sheet, income statement, statement of cash flows and statement of operations) The unaudited balance sheet of TMOL (SB and the "TMOL BALANCE SHEET") SB Subsidiaries as of June December 31, 2012 and the unaudited consolidated financial statements (balance sheet, income statement, statement of cash flows and statement of operations) of SB and the SB Subsidiaries as of and for the nine (9) month period ended September 30, 1998 2013, copies of which are attached hereto as Schedule 4.5 (together, the "TMOL BALANCE SHEET DATE"“Financial Statements”). The Financial Statements were prepared in accordance with United States generally accepted accounting principles (“GAAP”) and the related unaudited statements of operations for applied on a consistent basis throughout the period from February 1indicated, 1998 through June 30, 1998 are attached to Section 3.4(a) of the USA Schedules and have been prepared in accordance with the books and records of TMOL SB and are complete the SB Subsidiaries, and correct subject to matters resulting from audit procedures, fairly and accurately present in all material respects, have each been prepared in accordance with generally accepted accounting principles ("GAAP") (with the exception that no footnotes or tax provisions and tax related liabilities have been provided) in conformity with the practices consistently applied by TMOL throughout the periods involved and present fairly respects the financial position condition of SB and results of operations of TMOL the SB Subsidiaries as of the dates December 31, 2012 and for the periods specified. (b) The unaudited pro forma statement as of operations for the period from February 1, 1998 through June September 30, 1998 (3013, respectively. The books of account, ledgers, records and documents of SB and the "TMOL PRO FORMA FINANCIAL STATEMENTS") are attached SB Subsidiaries reflect all material information relating to Section 3.4(b) the business of SB and the USA Schedules SB Subsidiaries, and have been prepared the nature of all transactions giving rise to the obligations or accounts receivable of SB and the SB Subsidiaries. On the date hereof, and except as set forth in good faith the Financial Statements or in accordance with Schedule 4.5, SB and the books and records of TMOL with items of revenue from Distributors and items of expense presented on a pro forma basis as if the TMOL Business Agreement was in effect for the period specified. (c) As of the TMOL Balance Sheet Date, TMOL did SB Subsidiaries do not have any material indebtednessliabilities, obligations debts or liabilities of any kind (obligations, whether accrued, absoluteabsolute or contingent, contingent are not a guarantor of any debt or otherwiseobligation of another, nor have they given any indemnification (other than in Ordinary Course commercial agreements), loan, security or otherwise agreed to become directly or contingently liable for any obligation of any person, and whether due no person has given any guarantee of, or security for, any obligation of SB or any SB Subsidiary. Without limitation of the foregoing, SB and the SB Subsidiaries do not have any liabilities, debts or obligations (including without limitation any obligation to make any payments in cash or to become due issue any securities) arising out of or asserted relating to [****]. No claim, suit, action, demand, or unasserted)judgment has been brought or entered against SB or any of the SB Subsidiaries arising out of or relating to the [****] nor, which were not fully reflected into the Knowledge of SM and SB, reserved against or otherwise described in is there any basis for any of the TMOL Balance Sheet. Since the TMOL Balance Sheet Date, TMOL has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred in the ordinary course of business consistent with past practiceforegoing.