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

Financial Statements; No Undisclosed Liabilities. (a) Set forth on Schedule 3.7(a) are: (i) the audited combined balance sheets of the Company and Sierra Mountain as of December 31, 2021 and 2022; (ii) the related audited combined statements of income for the years ended December 31, 2021 and 2022; (iii) the related audited combined statements of cash flows for the years ended December 31, 2021 and 2022; (iv) an unaudited combined balance sheet of the Company and Sierra Mountain as of June 30, 2022 and 2023 (the “Interim Balance Sheet”); and (v) the related unaudited combined income statement and statement of cash flows for the six (6) months ended June 30, 2022 and 2023 (the foregoing financial statements, collectively, the “Financial Statements”). The Financial Statements (i) except as set forth on Schedule 3.7(a)(i), have been prepared from the books and records of the Company in accordance with GAAP, (ii) are correct in all material respects, and (iii) present fairly, in all material respects, changes in shareholders equity, the financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of the unaudited Financial Statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes. The books and records of the Company are correct, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statements. (b) As of the date of this Agreement, the Company does not have any Liabilities, except: (i) Liabilities reflected on, or reserved against in, the Financial Statements; (ii) Liabilities that have arisen since the date of the Interim Balance Sheet in the Ordinary Course of Business, none of which is a Liability resulting from or arising out of any breach of contract, breach of warranty, tort, infringement, misappropriation, or violation of Law; (iii) Liabilities not required by GAAP to be included in the Company’s Financial Statements; (iv) executor obligations under Contracts which have been made available to Purchaser; and (v) Liabilities set forth on Schedule 3.7(b). (c) The Company maintains internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has never been (x) any significant deficiency or material weakness in any system of internal accounting controls used by the Company, (y) any fraud or other wrongdoing that involves any of the management or other employees of the Company who have a role in the preparation of financial statements or the internal accounting controls used by the Company, or (z) any claim or allegation regarding any of the foregoing. (d) Schedule 3.7(d)(i) sets forth a correct list of all Indebtedness of the Company and identifies for each item of Indebtedness the outstanding amount thereof as of the date of this Agreement. Schedule 3.7(d)(ii) sets forth a correct list of Closing Date Indebtedness of the Company as of the date of this Agreement, and identifies for each item of the Closing Date Indebtedness the outstanding amount thereof, in each case, as of the date of this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) Set Section 4.06(a) of the Company Disclosure Schedule sets forth on Schedule 3.7(a) are: (i) the audited combined unaudited balance sheets sheet, together with related statement of income, for the Company and Sierra Mountain as of December 31and for the four (4)-months ended February 29, 2021 2024 (such balance sheet, the “Reference Date Balance Sheet”), and 2022; (ii) the audited balance sheet, together with related audited combined statements statement of income and cash flow, for the Company as of and for the years ended December October 31, 2021 and 2022; (iii) the related audited combined statements of cash flows for the years ended December 31, 2021 and 2022; (iv) an unaudited combined balance sheet of the Company and Sierra Mountain as of June 30, 2022 and October 31, 2023 (the “Interim Balance Sheet”); clauses (i) and (v) the related unaudited combined income statement and statement of cash flows for the six (6) months ended June 30, 2022 and 2023 (the foregoing financial statementsii), collectively, the “Financial Statements”). The Financial Statements (iA) except as set forth on Schedule 3.7(a)(i), have been prepared in accordance with U.S. GAAP consistently applied (except as may be noted therein), (B) are derived from the books and records of the Company in accordance with GAAP, (ii) are correct in all material respectson a consistent basis, and (iiiC) present fairlyfairly present, in all material respects, changes in shareholders equity, the financial condition position and results of operations of the Company as of the respective dates date thereof and or for the respective periods covered thereby, set forth therein; subject, in the case of the unaudited Financial Statements, to normal and recurring year-end adjustments (the effect adjustments, none of which will not, individually or in the aggregate, shall be material) , and the absence of footnotesfootnotes in accordance with U.S. GAAP. The books and records Section 4.06(a) of the Company are correct, have been maintained in accordance with sound business practices, Disclosure Schedule includes an accurate and accurately reflect in complete itemized list of all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession Indebtedness of the Company. No financial statements Company as of any Person other than the Company are required by GAAP to be included in the Company’s financial statementsClosing Date. (b) As of the date of this Agreement, the The Company does not have any has no Liabilities, except: except for Liabilities (i) Liabilities reflected on, stated or reserved against inin the Reference Date Balance Sheet, the Financial Statements; (ii) Liabilities that have arisen incurred by the Company since the date of the Interim Reference Date Balance Sheet in the Ordinary Course of Business, none (iii) incurred as a result of which is a Liability resulting from or arising out of any breach of contractthe transactions contemplated by this Agreement, breach of warranty, tort, infringement, misappropriation, or violation of Law; (iii) Liabilities not required by GAAP to be included in the Company’s Financial Statements; (iv) executor obligations under Contracts which have been made available to Purchaser; in the Ordinary Course of Business that are not resulting from the breach or violation by the Company of any such Contracts, and (v) Liabilities set forth on Schedule 3.7(b). (cin Section 4.06(b) The Company maintains internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has never been (x) any significant deficiency or material weakness in any system of internal accounting controls used by the Company, (y) any fraud or other wrongdoing that involves any of the management or other employees of the Company who have a role in the preparation of financial statements or the internal accounting controls used by the Company, or (z) any claim or allegation regarding any of the foregoingDisclosure Schedule. (d) Schedule 3.7(d)(i) sets forth a correct list of all Indebtedness of the Company and identifies for each item of Indebtedness the outstanding amount thereof as of the date of this Agreement. Schedule 3.7(d)(ii) sets forth a correct list of Closing Date Indebtedness of the Company as of the date of this Agreement, and identifies for each item of the Closing Date Indebtedness the outstanding amount thereof, in each case, as of the date of this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) Set forth on Schedule 3.7(a) are: (i) the audited combined balance sheets The Company has delivered to Buyer true and complete copies of the Company and Sierra Mountain Company's consolidated Financial Statements as of December 31, 2021 and 2022; (ii) the related audited combined statements of income for the years ended December 31, 2021 2010, 2011 and 2022; 2012 (iiicollectively the “Company Financial Statements"), and said Company Financial Statements are attached hereto as Schedule 3.8(a). Except as set forth in Schedule 3.8(a) hereto, such Company Financial Statements present fairly in all material respects the related audited combined statements Company's consolidated financial condition, results of operations and cash flows for the years ended December 31, 2021 and 2022; (iv) an unaudited combined balance sheet of the Company and Sierra Mountain as of June 30, 2022 and 2023 (the “Interim Balance Sheet”); and (v) the related unaudited combined income statement and statement of cash flows for the six (6) months ended June 30, 2022 and 2023 (the foregoing financial statements, collectively, the “Financial Statements”). The Financial Statements (i) except as set forth on Schedule 3.7(a)(i), have been prepared from the books and records of the Company dates or periods indicated thereon in accordance with GAAP, (ii) are correct in all material respects, and (iii) present fairly, in all material respects, changes in shareholders equity, the financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of the unaudited Financial Statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes. The books and records of the Company are correct, have been maintained in accordance with sound business practices, and accurately reflect GAAP applied in all material respects all on a consistent basis throughout the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statementsperiods indicated. (b) As of the date of this Agreement, the Company does not have any Liabilities, except: Except for (i) Liabilities the liabilities reflected onon the Company's December 31, or reserved against in, 2012 balance sheet included with the Company Financial Statements; (ii) Liabilities that have arisen since the date of the Interim Balance Sheet in the Ordinary Course of Business, none of which is a Liability resulting from or arising out of any breach of contract, breach of warranty, tort, infringement, misappropriation, or violation of Law; (iii) Liabilities not required by GAAP to be included in the Company’s Financial Statements; (iv) executor obligations under Contracts which have been made available to Purchaser; and (v) Liabilities set forth on Schedule 3.7(b). (c) The Company maintains internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation Funded Indebtedness, trade payables, accrued expenses and other liabilities incurred by the Entities since December 31, 2012 in the ordinary course of financial statements business (it being agreed that liabilities resulting from any breach of Contract or violation of Legal Requirements shall in conformity with GAAP and to maintain accountability for assetsno event be deemed incurred in the ordinary course of business), (iii) access executory contract obligations under (x) Contracts listed in Schedule 3.13(a) hereto, and/or (y) Contracts not required to assets is permitted only be listed in accordance with management’s general or specific authorizationSchedule 3.13(a) hereto, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has never been (x) any significant deficiency or material weakness in any system of internal accounting controls used by the Company, (y) any fraud or other wrongdoing that involves any liabilities of the management Entities set forth in Schedule 3.8(b) hereto, the Entities do not have any material liabilities or other employees of the Company who have a role in the preparation of financial statements obligations (whether accrued, absolute, contingent, known, unknown, asserted or the internal accounting controls used by the Companyunasserted, determined, determinable or (z) any claim or allegation regarding any of the foregoing. (d) Schedule 3.7(d)(i) sets forth a correct list of all Indebtedness of the Company and identifies for each item of Indebtedness the outstanding amount thereof as of the date of this Agreement. Schedule 3.7(d)(ii) sets forth a correct list of Closing Date Indebtedness of the Company as of the date of this Agreementotherwise, and identifies for each item whether or not of the Closing Date Indebtedness the outstanding amount thereof, a nature required to be reflected or reserved against in each case, as of the date of this Agreementa balance sheet in accordance with GAAP).

Financial Statements; No Undisclosed Liabilities. (a) Set forth on Section 3.06(a) of the Company Disclosure Schedule 3.7(a) are: contains copies of (i) the audited combined unaudited balance sheets sheet of the Company and Sierra Mountain as of December 31, 2021 2020 and 2022; the related statements of operations and cash flows for the fiscal year then ended and (ii) the related audited combined statements of income for the years ended December 31, 2021 and 2022; (iii) the related audited combined statements of cash flows for the years ended December 31, 2021 and 2022; (iv) an unaudited combined balance sheet of the Company and Sierra Mountain as of June 30July 31, 2022 2021 and 2023 (the “Interim Balance Sheet”); and (v) the related unaudited combined income statement statements of operations and statement of cash flows for the six seven (6) months 7)-month period then ended June 30, 2022 and 2023 (the foregoing financial statements, collectively, the “Company Financial Statements”). The Company Financial Statements (iA) except as set forth on Schedule 3.7(a)(i)in Section 3.06(a) of the Company Disclosure Schedule, 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 the Company in accordance with GAAP, (ii) are correct in all material respects, and (iiiC) present fairly, in all material respects, changes in shareholders equity, the financial condition and results of operations position of the Company as of the respective dates thereof and for the respective periods covered thereby, subject, referred to in the case Company Financial Statements, subject to normal, year-end audit adjustments (none of which will be material) and the absence of footnotes and other presentation items. (b) Except as set forth on Section 3.06(b) of the unaudited Company Disclosure Schedule, the Company has no Liabilities that would be required by GAAP, applied on a basis consistent with the Company Financial Statements, to normal recurring year-end adjustments be reflected or reserved against in a balance sheet prepared as of the date hereof, other than Liabilities (i) that are reflected or reserved against in the effect Company Financial Statements, (ii) incurred since December 31, 2020 in the ordinary course of which will business, (iii) that are not, individually or in the aggregate, be material) and the absence of footnotes. The books and records of material to the Company are correct, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statements. (b) As of the date of this Agreement, the Company does not have any Liabilities, except: (i) Liabilities reflected on, or reserved against in, the Financial Statements; (ii) Liabilities that have arisen since the date of the Interim Balance Sheet in the Ordinary Course of Business, none of which is a Liability resulting from or arising out of any breach of contract, breach of warranty, tort, infringement, misappropriation, or violation of Law; (iii) Liabilities not required by GAAP to be included in the Company’s Financial Statements; (iv) executor obligations under Contracts which have been made available to Purchaser; and incurred after the date hereof as permitted or contemplated by this Agreement (v) Liabilities set forth on Schedule 3.7(bincluding Section 5.01). (c) The Company maintains internal accounting controls sufficient to provide reasonable assurances that (iSection 3.06(c) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has never been (x) any significant deficiency or material weakness in any system of internal accounting controls used by the Company, (y) any fraud or other wrongdoing that involves any of the management or other employees of the Company who have a role in the preparation of financial statements or the internal accounting controls used by the Company, or (z) any claim or allegation regarding any of the foregoing. (d) Disclosure Schedule 3.7(d)(i) sets forth a true, correct and complete list of all Indebtedness of amounts owed by the Company and identifies for each item of Indebtedness the outstanding amount thereof as of the date of this Agreement. Schedule 3.7(d)(ii) sets forth a correct list of Closing Date Indebtedness of the Company as of the date of this Agreement, and identifies for each item of the Closing Date Indebtedness the outstanding amount thereof, in each case, to Jupiter as of the date of this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) Set forth on Schedule 3.7(a) are: (i) The Companies and the audited combined Shareholder have delivered to the Purchaser the Companies' balance sheets of the Company and Sierra Mountain as of at December 31, 2021 1996, December 31, 1997, December 31, 1998 10 and 2022; (ii) the related audited combined statements of income operations, retained earnings and cash flows for the years 12-month periods then ended, which in the case of such statements for the year ended December 31, 2021 and 2022; 1998 are audited (iii) the related audited combined statements of cash flows for the years ended December 31, 2021 and 2022; (iv) an unaudited combined balance sheet of the Company and Sierra Mountain as of June 30, 2022 and 2023 (the “Interim Balance Sheet”); and (v) the related unaudited combined income statement and statement of cash flows for the six (6) months ended June 30, 2022 and 2023 (the foregoing financial statements, collectively, the “"Annual Financial Statements”"), and the Companies' balance sheet as at February 28, 1999 (the "Balance Sheet") and the related statement of operations for the 2-month period then ended (the "Interim Financial Statements" and collectively with the Annual Financial Statements and the financial statements required to be delivered pursuant to Section 10.14, the "Financial Statements"). The Financial Statements (i) except as set forth on Schedule 3.7(a)(i)are complete and correct in all material respects, have been prepared from the books and records of each of the Company Companies and in accordance with GAAP consistently applied and maintained throughout the periods indicated, and fairly present the financial condition of each of the Companies as at their respective dates and the results of their respective operations for the periods covered thereby. (b) Except to the extent set forth in or reserved against in the Balance Sheet or as identified in the Disclosure Schedule, and except for current liabilities (determined in accordance with GAAP, (iiconsistently applied) are correct incurred since the Balance Sheet Date in all material respectsthe ordinary course of business consistent with past practices, neither of the Companies has liabilities or obligations of any nature, whether accrued, absolute, known or unknown, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account or not, and (iii) present fairly, in all material respects, changes in shareholders equity, whether the financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of the unaudited Financial Statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes. The books and records of the Company are correct, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statements. (b) As of the date of this Agreement, the Company does not have any Liabilities, except: (i) Liabilities reflected on, or reserved against in, the Financial Statements; (ii) Liabilities that have arisen since the date of the Interim Balance Sheet in the Ordinary Course of Business, none of which is a Liability resulting from or arising out of any breach of contract, breach of warranty, tort, infringement, misappropriation, or violation of Law; (iii) Liabilities not required by GAAP to be included in the Company’s Financial Statements; (iv) executor obligations under Contracts which have been made available to Purchaser; and (v) Liabilities set forth on Schedule 3.7(b). (c) The Company maintains internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has never been (x) any significant deficiency or material weakness in any system of internal accounting controls used by the Company, (y) any fraud or other wrongdoing that involves any of the management or other employees of the Company who have a role in the preparation of financial statements or the internal accounting controls used by the Company, or (z) any claim or allegation regarding any of the foregoing. (d) Schedule 3.7(d)(i) sets forth a correct list of all Indebtedness of the Company and identifies for each item of Indebtedness the outstanding amount thereof as of the date of this Agreement. Schedule 3.7(d)(ii) sets forth a correct list of Closing Date Indebtedness of the Company as of the date of this Agreement, and identifies for each item of the Closing Date Indebtedness the outstanding amount thereof, in each case, as of the date of this Agreementis readily ascertainable or not.

Financial Statements; No Undisclosed Liabilities. (a) Set forth on Schedule 3.7(a) are: (i) the audited combined balance sheets of the Company and Sierra Mountain West Coast as of December 31, 2021 and 2022; (ii) the related audited combined statements of income for the years ended December 31, 2021 and 2022; (iii) the related audited combined statements of cash flows for the years ended December 31, 2021 and 2022; (iv) an unaudited combined balance sheet of the Company and Sierra Mountain West Coast as of June 30, 2022 30,2022 and 2023 (the “Interim Balance Sheet”); and (v) the related unaudited combined income statement and statement of cash flows for the six (6) months ended June 30, 2022 and 2023 (the foregoing financial statements, collectively, the “Financial Statements”). The Financial Statements (i) except as set forth on Schedule 3.7(a)(i), have been prepared from the books and records of the Company in accordance with GAAP, (ii) are correct in all material respects, and (iii) present fairly, in all material respects, changes in shareholders equity, the financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of the unaudited Financial Statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes. The books and records of the Company are correct, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statements. (b) As of the date of this Agreement, the Company does not have any Liabilities, except: (i) Liabilities reflected on, or reserved against in, the Financial Statements; (ii) Liabilities that have arisen since the date of the Interim Balance Sheet in the Ordinary Course of Business, none of which is a Liability resulting from or arising out of any breach of contract, breach of warranty, tort, infringement, misappropriation, or violation of Law; (iii) Liabilities not required by GAAP to be included in the Company’s Financial Statements; (iv) executor obligations under Contracts which have been made available to Purchaser; and (v) Liabilities set forth on Schedule 3.7(b). (c) The Company maintains internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has never been (x) any significant deficiency or material weakness in any system of internal accounting controls used by the Company, (y) any fraud or other wrongdoing that involves any of the management or other employees of the Company who have a role in the preparation of financial statements or the internal accounting controls used by the Company, or (z) any claim or allegation regarding any of the foregoing. (d) Schedule 3.7(d)(i) sets forth a correct list of all Indebtedness of the Company and identifies for each item of Indebtedness the outstanding amount thereof as of the date of this Agreement. Schedule 3.7(d)(ii) sets forth a correct list of Closing Date Indebtedness of the Company as of the date of this Agreement, and identifies for each item of the Closing Date Indebtedness the outstanding amount thereof, in each case, as of the date of this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) Set Section 7.6 of the Disclosure Schedule sets forth on Schedule 3.7(a) are: true and complete copies of (i) the audited combined balance sheets of the Company and Sierra Mountain as of December 31, 2021 and 2022; (ii) the related audited combined statements of income for the years ended December 31, 2021 and 2022; (iii) the related audited combined statements of cash flows for the years ended December 31, 2021 and 2022; (iv) an unaudited combined balance sheet of the Company as at December 31, 2007, and Sierra Mountain as of June 30, 2022 and 2023 (the “Interim Balance Sheet”); and (v) the related unaudited combined audited income statement and statement of changes in cash flows of the Company for its fiscal year then ended, together with the reports thereon of the external auditors of the Company, and (ii) unaudited balance sheet of the Company as at July 31, 2008 and the related unaudited income statement and statement of changes in cash flows of the Company for the six seven months then ended (6) months ended June 30, 2022 and 2023 (the foregoing all such financial statements, collectively, statements being collectively referred to herein as the “Financial Statements”). The Financial Statements (ia) except as set forth on Schedule 3.7(a)(i), have been prepared from are in accordance with the books and records of the Company in accordance with GAAPCompany, (iib) are true, correct in all material respects, and (iii) present fairly, in all material respects, changes in shareholders equity, the financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of the unaudited Financial Statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes. The books and records of the Company are correct, have been maintained in accordance with sound business practices, and accurately reflect complete in all material respects all and present fairly the transactions and actions therein described. At the Closing, all such books and records will be in the possession financial condition of the Company. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statements. (b) As of at the date or dates therein indicated and the results of this Agreementoperations for the period or periods therein specified, and (c) have been prepared in accordance with generally accepted accounting principles of Korea (“GAAP”) applied on a consistent basis. Specifically, but not by way of limitation, the Company does not have any Liabilitiesdebts, except: liabilities and obligations of any nature, whether due or to become due (iincluding, without limitation, absolute liabilities, accrued liabilities, and contingent liabilities) Liabilities except as reflected onon the July 31, 2008 Balance Sheet or reserved against in, the Financial Statements; (ii) Liabilities that have arisen since the date of the Interim Balance Sheet in the Ordinary Course of BusinessBusiness of the Company since July 31, none of which is a Liability resulting from or arising out of any breach of contract, breach of warranty, tort, infringement, misappropriation, or violation of Law; (iii) Liabilities not required by GAAP 2008. The Company has good and marketable title to be included in the Company’s Financial Statements; (iv) executor obligations under Contracts which have been made available to Purchaser; and (v) Liabilities all assets set forth on Schedule 3.7(b). (c) The Company maintains internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has never been (x) any significant deficiency or material weakness in any system of internal accounting controls used by the Company, (y) any fraud or other wrongdoing that involves any balance sheets of the management Financial Statements, except for such assets as have been spent, sold or other employees of the Company who have a role transferred in the preparation ordinary course of financial statements or the internal accounting controls used by the Company, or (z) any claim or allegation regarding any of the foregoingbusiness since their respective dates. (d) Schedule 3.7(d)(i) sets forth a correct list of all Indebtedness of the Company and identifies for each item of Indebtedness the outstanding amount thereof as of the date of this Agreement. Schedule 3.7(d)(ii) sets forth a correct list of Closing Date Indebtedness of the Company as of the date of this Agreement, and identifies for each item of the Closing Date Indebtedness the outstanding amount thereof, in each case, as of the date of this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) Set forth on Section 5.06(a) of the Company Disclosure Schedule 3.7(a) are: contains copies of (i) the audited combined unaudited balance sheets sheet of the Company and Sierra Mountain as of December 31, 2021 and 2022; (ii) the related audited combined statements of income for the years ended 2019, December 31, 2021 2020 and 2022; (iii) the related audited combined statements of operations and cash flows for the fiscal years then ended December 31, 2021 and 2022; (iv) an unaudited combined balance sheet of the Company and Sierra Mountain as of June 30, 2022 and 2023 (the “Interim Balance Sheet”); and (v) the related unaudited combined income statement and statement of cash flows for the six (6) months ended June 30, 2022 and 2023 (the foregoing financial statements, collectively, the “Company Financial Statements”). The Company Financial Statements (iA) except as set forth on Schedule 3.7(a)(i)in Section 5.06(a) of the Company Disclosure Schedule, 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 the Company in accordance with GAAP, (ii) are correct in all material respects, and (iiiC) present fairly, in all material respects, changes in shareholders equity, the financial condition and results of operations position of the Company as of the respective dates thereof and for the respective periods covered thereby, subject, referred to in the case Company Financial Statements, subject to normal, year-end audit adjustments (none of which will be material) and the absence of footnotes and other presentation items. (b) Except as set forth on Section 5.06(b) of the unaudited Company Disclosure Schedule, the Company has no Liabilities that would be required by GAAP, applied on a basis consistent with the Company Financial Statements, to normal recurring year-end adjustments be reflected or reserved against in a balance sheet prepared as of the date hereof, other than Liabilities (i) that are reflected or reserved against in the effect Company Financial Statements, (ii) incurred since December 31, 2020 in the ordinary course of which will business, (iii) that are not, individually or in the aggregate, be material) and the absence of footnotes. The books and records of material to the Company are correct, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statements. (b) As of the date of this Agreement, the Company does not have any Liabilities, except: (i) Liabilities reflected on, or reserved against in, the Financial Statements; (ii) Liabilities that have arisen since the date of the Interim Balance Sheet in the Ordinary Course of Business, none of which is a Liability resulting from or arising out of any breach of contract, breach of warranty, tort, infringement, misappropriation, or violation of Law; (iii) Liabilities not required by GAAP to be included in the Company’s Financial Statements; (iv) executor obligations under Contracts which have been made available to Purchaser; and incurred after the date hereof as permitted or contemplated by this Agreement (v) Liabilities set forth on Schedule 3.7(bincluding Section 7.01). (c) The Company maintains internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has never been (x) any significant deficiency or material weakness in any system of internal accounting controls used by the Company, (y) any fraud or other wrongdoing that involves any of the management or other employees of the Company who have a role in the preparation of financial statements or the internal accounting controls used by the Company, or (z) any claim or allegation regarding any of the foregoing. (d) Schedule 3.7(d)(i) sets forth a correct list of all Indebtedness of the Company and identifies for each item of Indebtedness the outstanding amount thereof as of the date of this Agreement. Schedule 3.7(d)(ii) sets forth a correct list of Closing Date Indebtedness of the Company as of the date of this Agreement, and identifies for each item of the Closing Date Indebtedness the outstanding amount thereof, in each case, as of the date of this Agreement.