Common use of Financial Statements; Undisclosed Liabilities Clause in Contracts

Financial Statements; Undisclosed Liabilities. (a) The unaudited balance sheet of the Company as of June 30, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 (the “Audited Balance Sheet”) and the audited statements of operations, cash flows and stockholders’ equity of the Company for the year then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively referred to herein as the “Financial Statements.” (b) Except as set forth on Schedule 3.5, the Financial Statements fairly present in all material respects the financial position of the Company at the dates thereof and the results of the operations of the Company for the respective periods indicated. The Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout the periods involved, except to the extent disclosed therein. (c) The Company does not have any Liabilities required to be included in the Financial Statements (including the notes thereto) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities (i) incurred in the ordinary course of business since the date of the Audited Balance Sheet and (ii) relating to the bonuses and fees contemplated by Section 5.1(q). (d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effects, or events that, individually or in the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The unaudited balance sheet Company has made available to Parent true and complete copies of (i) the audited consolidated statements of financial position of the Company as of June 30December 31, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, 2013 and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 (the “Audited Balance Sheet”) and the audited consolidated statements of operationsoperations and comprehensive loss, changes in equity and cash flows and stockholders’ equity of the Company for the year then ended, together with the auditor’s reports thereon (such audited statements, including the related notes and schedules thereto, are referred to herein as the “Audited Financial Statements”) and (ii) the unaudited consolidated statements of financial position of the Company as of July 4, 2014 and the related notes theretoconsolidated statements of operations and comprehensive loss, are included changes in the Annual Report on Form 10-KSB equity and cash flows of the Company filed with for the SEC on May 15six (6) month period then ended (such unaudited statements are referred to herein as the “Unaudited Financial Statements”, 2006. All of and together the foregoing audited Audited Financial Statements and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, Unaudited Financial Statements are collectively referred to herein as the “Financial Statements”). The Financial Statements (including the related notes and schedules) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of Unaudited Financial Statements, to normal year-end audit adjustments).” (b) Except (i) as set forth on Schedule 3.5, reflected or reserved against in the Financial Statements fairly present in all material respects the Company’s unaudited consolidated statements of financial position as of the Company at the dates thereof and the results of the operations of the Company for the respective periods indicated. The Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout the periods involvedJuly 4, except to the extent disclosed therein. (c) The Company does not have any Liabilities required to be 2014 included in the Unaudited Financial Statements Statements, (including the notes theretoii) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities (i) for liabilities and obligations incurred since July 4, 2014 in the ordinary course of business since the date of the Audited Balance Sheet and (iiiii) relating to the bonuses for liabilities and fees contemplated obligations incurred as permitted by Section 5.1(q). (d) Since the date of the Audited Balance Sheetthis Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (iwhether accrued, absolute, contingent or otherwise) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effects, or events that, individually or in the aggregate, have resulted in had or would reasonably be reasonably likely expected to result in have a Company Material Adverse Effect. (c) None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. (e) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements. (f) Since January 1, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company. (g) None of the Company or its Subsidiaries is, or has at any time since January 1, 2013 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Financial Statements; Undisclosed Liabilities. (a) The Section 3.05(a) of the Seller Letter sets forth complete and correct copies of the following financial statements (collectively, the “Financial Statements”): (i) the audited combined consolidated balance sheets of the Business as of December 31, 2005 and 2006, and the related audited combined consolidated statements of income, net investment and cash flows for the fiscal years then ended (including the notes contained therein or annexed thereto) (the financial statements described in this clause (i) are referred to as the “Audited Financial Statements”) and (ii) the unaudited combined consolidated balance sheet of the Company Business as of June 30August 31, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended2007, and the related notes theretounaudited combined consolidated statement of income, are included in net investment and cash flows for the Quarterly Report on Form 10-QSB eight month period then ended and for the corresponding period of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 prior year (the “Audited Balance Sheet”) and the audited statements of operations, cash flows and stockholders’ equity of the Company for the year then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth described in the aforementioned Form 10-QSB and Form 10-KSB, this clause (ii) are collectively referred to herein as the “Unaudited Financial Statements”). The Financial Statements have been prepared in conformity with GAAP as consistently applied to the Business (except in each case as described in the notes thereto) and fairly present in accordance with GAAP (subject to, in the case of the Unaudited Financial Statements, (A) normal, recurring year-end audit adjustments which adjustments will be similar in nature to those made in connection with the Audited Financial Statements and will not be material to the Business as compared to those made in connection with the Audited Financial Statements and (B) the absence of footnotes) the combined consolidated financial condition, assets, liabilities, results of operations and cash flows of the Business as of the dates thereof and for the periods indicated.” (b) Except No Transferred Entity has any liability or obligation of any nature (whether accrued, absolute, contingent unasserted or otherwise), except (i) as set forth disclosed or reserved against on Schedule 3.5, the Financial Statements fairly present in all material respects the financial position face of the Company at the dates thereof and the results of the operations of the Company for the respective periods indicated. The Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout the periods involved, except to the extent disclosed therein. (c) The Company does not have any Liabilities required to be included in the Financial Statements (including Balance Sheet or the notes thereto, (ii) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities (i) for liabilities and obligations incurred in the ordinary course of business since the date of the Audited Balance Sheet and (ii) relating to the bonuses and fees contemplated by Section 5.1(q). (d) Since the date of the Audited Balance Sheet, the Company (iiii) has conducted its business in all material respects in the ordinary course of business except as disclosed herein for Taxes and (iiiv) has not incurred or suffered any changes, circumstances, effects, or events liabilities and obligations that, individually or and in the aggregate, have resulted in or would be are not reasonably likely to result in have a Material Adverse Effectmaterial adverse effect on the Business.

Financial Statements; Undisclosed Liabilities. (a) The Schedule 2.4 contains (a) a true and complete copy of each Company’s unaudited consolidated balance sheet of the Company as of June 30, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 2018 and consolidated income statements for the twelve months then ended (collectively, the “Annual Financial Statements”) and (b) a true and complete copy of each Company’s unaudited consolidated balance sheet as of March 31, 2019 and consolidated income statement for the three months then ended (the “Audited Balance SheetInterim Financial Statements”) and the audited statements of operations, cash flows and stockholders’ equity of the Company for the year then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSBAnnual Financial Statements, are collectively referred to herein as the “Financial Statements.” (b) Except as set forth on Schedule 3.5, the ). The Financial Statements were prepared in accordance with GAAP in effect at the time of such preparation (except for the absence of footnotes in the case of the Interim Financial Statements or as disclosed in the notes thereto in the case of the Annual Financial Statements), applied on a consistent basis throughout the periods involved and fairly present in all material respects the consolidated financial position of the Company at the dates thereof and the results of the operations of the each applicable Company as of such date and for the respective periods indicatedcovered thereby, subject to normal period-end adjustments that are not material in amount or effect in the case of the Interim Financial Statements. The Financial Statements reflect consistent application were prepared from, and in accordance with, books and records of U.S. generally accepted the applicable Company that have been maintained in material compliance with applicable legal and accounting principles throughout the periods involvedrequirements and reasonable business practices. Since May 1, except 2016, no Company has been required to report any significant deficiency or material weakness in such Company’s accounting system with respect to the extent disclosed thereinreporting of gaming revenues to Gaming Authorities. (cb) The No Company does has any Liabilities, whether or not have any Liabilities accrued or unaccrued or contingent, required to be included reflected, or reserved against, on a balance sheet prepared in the Financial Statements (including the notes thereto) under accordance with GAAP that are not reflected on the Audited Balance Sheet other than Liabilities (i) reflected, or reserved against, on the balance sheet included in the Interim Financial Statements, (ii) incurred in the ordinary course Ordinary Course of business since Business after the date of the Audited Balance Sheet and Interim Financial Statements, (iiiii) relating to incurred in connection with the bonuses and fees transactions contemplated by Section 5.1(q). hereby or (div) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effects, or events that, individually or in the aggregate, have resulted in or would not be reasonably likely material to result in the Companies taken as a Material Adverse Effectwhole.

Financial Statements; Undisclosed Liabilities. (a) The unaudited Attached to Section 3.6(a) of the Disclosure Schedule are copies of the following: (i) the audited balance sheet of the Company as of June 30, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 2011 (the “Audited Balance Sheet”) and the related audited statements of operationsincome, changes in stockholders equity and cash flows for the fiscal year then ended (collectively, the “Annual Financial Statements”) and stockholders’ equity (ii) the unaudited balance sheet of the Company for the year then ended, and the related notes theretounaudited statements of income, are included changes in stockholders equity and cash flows, including related notes, if any, as of and for the Annual Report on Form 10-KSB of nine (9) month period ended September 29, 2012 (the Company filed with the SEC on May 15, 2006. All of the foregoing audited “Interim Financial Statements” and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSBAnnual Financial Statements, are collectively referred to herein as the “Financial Statements.” (b) Except as set forth on Schedule 3.5, the ). The Financial Statements (including the notes thereto, if applicable) (x) have been prepared from the books and records of the Company, (y) fairly present in all material respects the financial position of the Company at the dates thereof condition and the results of the operations and cash flows of the Company as of the dates and for the respective periods indicated. The Financial Statements reflect consistent application of U.S. indicated and (z) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied consistently throughout the periods involvedperiod covered thereby; provided that the Interim Financial Statements are subject to normal recurring year-end adjustments, except none of which are expected to the extent disclosed thereinbe material, and do not include footnotes. (cb) The To the Knowledge of the Company, the Company does not have any material Liabilities required to be included other than (i) as set forth on or accrued or reserved for in the Financial Statements Statements, or (including the notes theretoii) under GAAP that are not reflected on the Audited Balance Sheet other than for Liabilities (i) incurred in the ordinary course of business since the date of the Audited Balance Sheet and (ii) relating to the bonuses and fees contemplated by Section 5.1(q)December 31, 2011. (dc) Since the date of the Audited Balance SheetDecember 31, the Company 2011, (i) no event has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) occurred or fact or circumstance arisen that has not incurred or suffered any changes, circumstances, effects, or events that, individually or in the aggregate, have resulted in had or would reasonably be reasonably likely expected to result in a Material Adverse EffectEffect and (ii) no action has been taken that if taken after the date hereof but prior to the Closing Date would require the Buyer’s consent under Section 5.1 of the Agreement.

Financial Statements; Undisclosed Liabilities. (a) The Section 3.05(a) of the Disclosure Schedule sets forth the following: (i) unaudited consolidated balance sheet sheets of the Company as of June 30, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December May 31, 2005 2024 (the “Audited Latest Balance Sheet”) and the audited related unaudited consolidated statements of operationsincome, cash flows and comprehensive income, stockholders’ equity and cash flows for the twelve-month period then ended; and (ii) the audited consolidated balance sheets of the Company for the year then endedas of May 31, 2022 and May 31, 2023 and the related notes theretoaudited consolidated statements of income, are included comprehensive income, stockholders’ equity and cash flows for the years then ended (all such financial statements referred to in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15foregoing clauses (i) through (ii), 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively referred to herein as the “Financial Statements”).” (b) Except as set forth on Schedule 3.5, the The Financial Statements fairly were prepared from the books and records of the Acquired Entities and present fairly, in all material respects respects, the consolidated financial position of the Company Acquired Entities at the respective dates thereof and the results of the operations and cash flows of the Company Acquired Entities for the respective periods indicated. The Financial Statements reflect covered thereby in accordance with GAAP applied on a consistent application of U.S. generally accepted accounting principles basis throughout the periods involved, covered except to (i) for the extent absence of notes and (ii) as disclosed therein. (c) The Company does Except as would not have any Liabilities required and would not reasonably be expected to be included result in, individually or in the Financial Statements aggregate, a Material Adverse Effect, since June 1, 2021, none of the Acquired Entities nor, to the Company’s Knowledge, any of their respective auditors, accountants or other representatives has received written notice (or, to the Company’s Knowledge, oral notice) of any complaint, allegation or claim regarding the accounting practices, procedures, methodologies or methods of the Acquired Entities, including any complaint, allegation or claim that any Acquired Entity has engaged in fraudulent or questionable accounting practices. (d) No Equity Interest of any Acquired Entity is registered under the notes theretoSecurities Act or the Exchange Act or is listed on any securities exchange. No Acquired Entity is subject to the periodic reporting requirements of the Exchange Act or the periodic reporting or corporate governance requirements of any foreign Governmental Authority that performs a similar function to that of the SEC or the requirements of any securities exchange or quotation system. (e) under GAAP that are Except as would not reflected on be and would not reasonably be expected to result in, individually or in the Audited Balance Sheet aggregate, a Material Adverse Effect, no Acquired Entity has any Liability, other than Liabilities (i) any Liability disclosed, reflected or reserved for in the Latest Balance Sheet, (ii) any Liability incurred in the ordinary course of business since the date of the Audited Latest Balance Sheet and or (iiiii) relating to the bonuses and fees contemplated by Section 5.1(q). (d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects performance obligations under Contracts entered into in the ordinary course of business except or Permits, which obligations, in accordance with the terms thereof, are required to be discharged following the Closing (except, in each case, to the extent any such Liability arises from an Acquired Entity’s breach of Contract or violation of Applicable Law). (f) The Company has implemented and maintains a system of internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements in accordance with GAAP and no material weaknesses in internal controls or reportable conditions exist as disclosed herein of the Balance Sheet Date. (g) The accounts receivable of the Acquired Entities reflected on the balance sheets included in the Financial Statements and the accounts receivable of the Acquired Entities arising after the date of the Financial Statements (i) have arisen from bona fide transactions entered into by the Acquired Entities involving the sale of goods, rendering of services, or vendor incentive program in the ordinary course of business, (ii) constitute only valid, undisputed claims of the Acquired Entities not subject to claims of set-off or other defenses or counterclaims, except for normal cash discounts accrued in the ordinary course of business and merchandise returns which may have not been recorded or recognized, which in the aggregate are immaterial, (iii) are free and clear of all Liens (except for Permitted Liens) and (iv) are subject to an allowance for uncollectable accounts as described in the following sentence. The allowance for uncollectable accounts shown on the Latest Balance Sheet or, with respect to accounts receivable arising thereafter, on the accounting records of the Acquired Entities, has been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. (h) All accounts payable and notes payable by the Acquired Entities to third parties reflected on the Financial Statements have arisen from the purchase of goods and services in the ordinary course of business, accurately reflect, in all material respects, all amounts owed by the Acquired Entities with respect to trade accounts due and other payables as of the Balance Sheet Date. (i) All inventory of the Acquired Entities, whether or not incurred reflected in the balance sheet included in the Financial Statements, is of a quality and quantity usable and salable in the ordinary course of business and, to the Company’s Knowledge, is fit for the purpose for which it was procured or suffered any changesmanufactured, circumstancesexcept for obsolete, effectsdamaged, defective, or events that, individually slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Acquired Entities free and clear of all Liens (except for Permitted Liens). No such inventory is held on a consignment basis. The quantities of each such item of inventory are not excessive but are reasonable in the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse Effectpresent circumstances of the Acquired Entities.

Financial Statements; Undisclosed Liabilities. (a) The unaudited balance sheet Borrower has furnished or caused to be furnished to the Administrative Agent as of the Company as of June 30Closing Date, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 (the “Audited Balance Sheet”) and the audited statements of operations, cash flows and stockholders’ equity of the Company for the year then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth described in the aforementioned Form 10-QSB Section 3.1(a)(ix), all of which (other than Projections) have been prepared in accordance with GAAP and Form 10-KSB, are collectively referred to herein as the “Financial Statements.” (b) Except as set forth on Schedule 3.5, the Financial Statements present fairly present in all material respects the consolidated financial position of the Company Borrower on and as at the such dates thereof and the results of operations for the operations periods then ended (subject to normal year-end and audit adjustments and the absence of footnotes and supplementing information). The consolidated financial statements of the Company Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders subsequent to the Closing Date under Sections 6.1 and 6.2 have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries on and as at such dates and the consolidated results of operations for the respective periods indicatedthen ended (subject, in the case of unaudited financial statements, to normal year-end and audit adjustments and the absence of footnotes and supplementing information). The Financial Statements reflect consistent application None of U.S. generally accepted accounting principles throughout the periods involvedBorrower nor any of its Subsidiaries has any Indebtedness or other material obligations or liabilities, except to the extent disclosed therein. (c) The Company does not have any Liabilities contingent or otherwise, in each case that would be required to be included disclosed on such financial statements in accordance with GAAP on the date of the most recent financial statements referred to in the Financial Statements (including the notes thereto) under GAAP that are not reflected on the Audited Balance Sheet preceding sentence other than Liabilities (i) incurred as disclosed in the most recent financial statements, or arising in the ordinary course of business since the date of the Audited Balance Sheet and (ii) relating business, or as set forth or referred to the bonuses and fees contemplated by Section 5.1(q). (d) Since the date of the Audited Balance Sheetin this Agreement, the Company (i) has conducted its business in all material respects subject, in the ordinary course case of business except as disclosed herein unaudited financial statements, to normal year-end and (ii) has not incurred or suffered any changes, circumstances, effects, or events that, individually or in audit adjustments and the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse Effectabsence of footnotes and supplementing information.

Financial Statements; Undisclosed Liabilities. (a) The Company has previously furnished to the Purchaser: (i) the unaudited balance sheet consolidated accounts as of December 31, 2017 of the Company and its Subsidiaries, comprising a balance sheet and profit and loss account (the “Latest Balance Sheet”), (ii) the audited consolidated accounts as of June 30December 31, 2006 2016 of the Company and its Subsidiaries, comprising a balance sheet, profit and loss account, auditor’s report and notes thereto (collectively, the “Audited Accounts”) and (iii) the unaudited monthly consolidated accounts of the Company and its Subsidiaries (A) for each month of the calendar year 2017 and (B) as of each of January 31, 2018, February 28, 2018 and March 31, 2018, in each case comprising a balance sheet and profit and loss account (collectively, the “Management Accounts”). Each of the Latest Balance Sheet and the unaudited statements Management Accounts have been prepared in good faith in accordance with the Accounting Principles, show with reasonable accuracy and do not materially misstate (x) the state of operationsaffairs, consolidated financial condition, cash flows and stockholders’ equity results of operations of the Company **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission and its Subsidiaries as of the date referred to therein and (y) the Company and its Subsidiaries’ assets and liabilities for the six months then endedperiod referred to therein, and the related notes theretois not affected by any extraordinary, are included exceptional or non-recurring items, subject in each case, in the Quarterly Report on Form 10-QSB case of the Company filed Latest Balance Sheet and the Management Accounts to the absence of footnote disclosures and other presentation items and changes resulting from normal year-end adjustments in accordance with the SEC on August 18Accounting Principles. The Audited Accounts have been prepared in accordance with the Accounting Principles, 2006, have been certified without reservations by the Company’s auditors and the audited balance sheet show a true and fair view of the Company at December 31state of affairs, 2005 (the “Audited Balance Sheet”) and the audited statements of operationsconsolidated financial condition, cash flows and stockholders’ equity results of operations of the Company for the year then ended, and its Subsidiaries and the related notes thereto, are included in the Annual Report on Form 10-KSB profits/losses of the Company filed with the SEC on May 15, 2006. All and its Subsidiaries as of the foregoing audited times and unaudited financial statements, together with for the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively periods referred to herein as the “Financial Statementstherein.” (b) Except as set forth Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, except for liabilities or obligations (i) reflected or reserved against on Schedule 3.5the Latest Balance Sheet (including any notes thereto), (ii) incurred after the Financial Statements fairly present in all material respects the financial position date of the Company at Latest Balance Sheet in the dates thereof and the results ordinary course of business, (iii) as expressly contemplated by this Agreement or otherwise arising directly as a result of the operations of Transactions, (iv) disclosed on the Company for Disclosure Schedule or (v) not otherwise covered by the respective periods indicated. The Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout foregoing clauses (i) through (iv) that do not exceed £2,500,000, individually or in the periods involved, except to the extent disclosed thereinaggregate. (c) The Company does not have any Liabilities required and its Subsidiaries maintain internal accounting controls designed to be included in the Financial Statements (including the notes thereto) under GAAP provide reasonable assurances that are not reflected on the Audited Balance Sheet other than Liabilities (i) incurred transactions are executed in the ordinary course of business since the date of the Audited Balance Sheet accordance with management’s general or specific authorizations and (ii) relating transactions are recorded as necessary to permit preparation of financial statements in accordance with the Accounting Principles. The Company and its Subsidiaries have disclosed in writing to the bonuses Company’s auditors (A) any significant deficiencies and fees contemplated by Section 5.1(q). (d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects weaknesses in the ordinary course design or operation of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effects, or events that, individually or in the aggregate, have resulted in or would be internal controls over financial reporting that are reasonably likely to result adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud that involves management or other employees who have a significant role in a Material Adverse Effectthe Company’s internal controls over financial reporting.

Financial Statements; Undisclosed Liabilities. The Members have delivered to Buyer correct and complete copies of (ai) The the balance sheets of the Acquired Companies as of December 31, 2020, and related statements of income, cash flows and changes in all members’ equity of the Acquired Companies for the years then ended, together with the related notes thereto (the “Year-End Financial Statements”), and (ii) the unaudited balance sheet of the Company Acquired Companies as of June 30December 31, 2006 2020, and the unaudited related statements of operationsincome, cash flows and stockholderschanges in members’ equity of the Company Acquired Companies for the six months two (2) month period then endedended (the “Interim Financial Statements”, and together with the Year-End Financial Statements, the “Financial Statements”, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 (the “Audited Balance Sheet”) and the audited statements of operations, cash flows and stockholders’ equity of the Company for the year then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively most recent Financial Statements referred to herein as the “Most Recent Financial Statements.” ). The Financial Statements have been prepared and 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 (bthe effect of which will not be materially adverse) Except as set forth on Schedule 3.5and the absence of notes (that, if presented, would not differ materially from those presented in the Year-End Financial Statements). The Financial Statements fairly present in all material respects the Acquired Companies’ financial position as of the Company at the dates thereof indicated and the their operating results of the operations of the Company and cash flows for the respective periods period indicated. The Acquired Companies have no Liabilities of the type required to be reflected on a balance sheet prepared in accordance with GAAP, except (a) those which are adequately reflected or reserved against in the balance sheet as of the Most Recent Financial Statements, and (b) those Current Liabilities which have been incurred in the Ordinary Course consistent with past practice since the Most Recent Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout the periods involved, except to the extent disclosed therein. and (c) The Company does not have any Liabilities required to be included those Permitted Encumbrances described reflected in the Financial Statements (including the notes thereto) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities (i) incurred in the ordinary course of business since the date 4.9 of the Audited Balance Sheet and (ii) relating to the bonuses and fees contemplated by Section 5.1(q)disclosure schedule. (d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effects, or events that, individually or in the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. Section 4.07 of the Seller Disclosure Schedule sets forth (a) The the unaudited balance sheet statement of assets of the Company as of July 31, 2011 (the “Balance Sheet”), and the unaudited statement of profit and loss before taxes of the Company for the period ended July 31, 2011, and (b) the unaudited statement of assets of the Company as of June 30, 2006 2010, and the unaudited statements statement of operations, cash flows profit and stockholders’ equity loss before taxes of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at years ended December 31, 2005 2010 (the “Audited Balance Sheet”financial statements described in clauses (a) and the audited statements of operations(b) above, cash flows and stockholders’ equity of the Company for the year then endedcollectively, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively referred to herein as the “Financial Statements.” (b) Except as set forth on Schedule 3.5, the ). The Financial Statements fairly have been prepared in conformity with the Seller Accounting Policies consistently applied, but have not been prepared in accordance with GAAP, and do not include allocations for corporate overhead or other costs or inter-company revenue items, and taking into account all of the foregoing qualifications, on that basis present in all material respects the consolidated financial position of the Company at the dates thereof condition and the results of the operations of the Company as of the respective dates thereof and for the respective periods indicated. The Except for matters reflected or reserved against in the Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout Statements, the periods involved, except to the extent disclosed therein. (c) The Company does not have any Liabilities liabilities (whether absolute, accrued, contingent, fixed or otherwise) of any nature that would be required under GAAP, as in effect on the date of this Agreement, to be included in the Financial Statements (including the notes thereto) under GAAP that are not reflected on a consolidated balance sheet of the Audited Balance Sheet other than Liabilities Company, except liabilities that (iA) were incurred since the date of such balance sheet in the ordinary course of business since provided such liabilities do not exceed $100,000 in the date of aggregate, (B) are incurred in connection with the Audited Balance Sheet and (ii) relating to the bonuses and fees transactions contemplated by Section 5.1(q). this Agreement or (dC) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effects, or events thatwould not, individually or in the aggregate, reasonably be expected to have resulted in or would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The unaudited Company Disclosure Letter sets forth true and complete copies of (i) the audited consolidated balance sheet of the Company and the Company Subsidiaries as of September 30, 2005 (the “Balance Sheet”) and the related audited consolidated statements of income and cash flow of the Company and the Company Subsidiaries for the fiscal year ended on such date, together with the notes thereto (the “2005 Company Financial Statements”), (ii) the audited consolidated balance sheet of the Company and the Company Subsidiaries as of September 30, 2004 and the related audited consolidated statements of income and cash flow of the Company and the Company Subsidiaries for the fiscal year ended on such date, together with the notes thereto (the “2004 Company Financial Statements” and, together with the 2005 Company Financial Statements, the “Annual Financial Statements”) and (iii) unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of June 30, 2006 and the unaudited related consolidated statements of operations, income and cash flows and stockholders’ equity flow of the Company and the Company Subsidiaries for the six months then ended, and the related notes thereto, are included in the Quarterly Report nine-month period ending on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 such date (the “Audited Balance Sheet”) and the audited statements of operations, cash flows and stockholders’ equity of the Company for the year then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statementsInterim Financial Statements” and, together with the Annual Financial Statements, the “Company Financial Statements”). The Company Financial Statements (i) were prepared in accordance with the books of account and other financial statements set forth records of the Company and the Company Subsidiaries and (ii) have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) consistently applied (except in each case as described in the aforementioned Form 10-QSB and Form 10-KSBnotes thereto and, are collectively referred to herein as in the “case of the Interim Financial Statements.” (b) Except as set forth on Schedule 3.5, subject to normal year-end adjustments and the absence of footnotes). The Company Financial Statements fairly present in all material respects the consolidated financial position condition, results of operations and cash flows of the Company at and the Company Subsidiaries as of the respective dates thereof and the results of the operations of the Company for the respective periods indicated. . (b) The Financial Statements books of account and other financial records of the Company and the Company Subsidiaries: (i) reflect all items of income and expense and all assets and liabilities required to be reflected therein in accordance with GAAP applied on a basis consistent application with the past practices of U.S. generally accepted accounting principles throughout the periods involvedCompany and Company Subsidiaries, except to the extent disclosed thereinrespectively and (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies. (c) The Company does and the Company Subsidiaries do not have any Liabilities material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise, and whether or not required by GAAP to be included reflected on a consolidated balance sheet of the Company or in the Financial Statements (including the notes thereto) under GAAP that are not reflected on in the Audited Balance Sheet other than Liabilities (i) or the Interim Financial Statements or incurred in the ordinary course of business since the date of the Audited Balance Sheet and (ii) relating to the bonuses and fees contemplated by Section 5.1(q)business. (d) Since the date None of the Audited Balance Sheet, Company or any of the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effectsSubsidiaries is, or events thathas at any time been, individually or in subject to the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse Effectreporting requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934.

Financial Statements; Undisclosed Liabilities. (a) The unaudited Seller has made available to Buyer true and complete copies of (i) the audited consolidated balance sheet of the Company as of June 30December 31, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, 2013 and the related notes theretoaudited consolidated statement of income and cash flows for the year ended December 31, are included in 2013 and (ii) the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited unaudited consolidated balance sheet of the Company at December 31Company, 2005 as of April 30, 2014 (collectively, the “Audited Balance SheetCompany Financial Statements”) and the audited statements of operations, cash flows and stockholders’ equity of the ). The Company for the year then ended, and the related notes thereto, Financial Statements are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSBSchedule 3.6(a), are collectively referred to herein as consistent with the “Financial Statements.” (b) Except as set forth on Schedule 3.5Books and Records of the Company, the Financial Statements have been prepared in accordance with GAAP consistently applied, and fairly present in all material respects the financial position condition and the results of operations and cash flows of the Company at as of the dates thereof and the results of its operations for the operations periods covered thereby. (b) Seller has made available to Buyer the unaudited pro forma balance sheet and statement of income of the Marketing Company for Group as of May 31, 2014 (collectively, the respective periods indicated“Marketing Company Group Financial Statements” and together with the Company Financial Statements, the “Financial Statements”). The Marketing Company Group Financial Statements reflect are set forth in Schedule 3.6(b), are consistent application with the Books and Records of U.S. generally accepted accounting principles throughout the periods involvedCompany, have been prepared in accordance with GAAP consistently applied and fairly presents in all material respects the financial condition of the Marketing Company Group as of the date thereof, except to that (i) no statement of cash flows, shareholders equity or comprehensive income have been included and no footnotes have been included and (ii) certain pro forma adjustments have been made as are noted on the extent disclosed thereinMarketing Company Group Financial Statements. (c) The Company does not have Except as set forth on Schedule 3.6(c), no Acquired Entity has any Liabilities required to be included in the Financial Statements liability or obligation (including the notes theretowhether accrued, absolute, contingent or otherwise) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities (i) incurred in the ordinary course of business since the date of the Audited Balance Sheet and (ii) relating to the bonuses and fees contemplated by Section 5.1(q). (d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effects, or events thatwhich, individually or in the aggregate, is material to the Marketing Company Group other than (i) liabilities reflected or reserved against in the Financial Statements, (ii) liabilities or obligations that have resulted arisen since December 31, 2013, in the ordinary course of business, none of which would reasonably be expected to have, individually or would be reasonably likely to result in the aggregate, a Material Adverse Effect, (iii) liabilities or obligations arising from the transactions and positions disclosed on the Initial Customer List or the Initial Position Report delivered to Buyer pursuant to this Agreement (or the updated Customer List or Position Report delivered pursuant to Section 5.16 prior to the Closing, as applicable), and incurred in accordance with the terms of the applicable underlying Contract, or (iv) liabilities or obligations incurred in accordance with the terms of this Agreement or any Material Contract. (d) Except with respect to Seller Credit Support and expenses incurred under Affiliate Contracts which are reimbursed by, or otherwise passed through to, an Acquired Entity, Seller and its Affiliates (other than the Acquired Entities) do not maintain in their -21- respective financial Books and Records any material liability or expense reserves or similar financial accounts relating to the business of the Marketing Company Group.

Financial Statements; Undisclosed Liabilities. (a) The unaudited balance sheet Company has made available or otherwise provided to IIAC a true and complete copy of (i) the audited consolidated statements of financial position of the Company Group Companies (consolidated) as of June 30, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 2018, December 31, 2019 and December 31, 2020 (the “Audited Latest Balance Sheet”) and (ii) the audited consolidated statements of operations, profit and cash flows and stockholders’ equity of the Company Group Companies (consolidated) for the year twelve (12) month periods then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively referred to herein as ended (the “Financial Statements.” (b), which are attached as Section 3.4(a) Except as set forth on Schedule 3.5, the Financial Statements fairly present in all material respects the financial position of the Company at the dates thereof Disclosure Schedule and the results contain an unqualified report of the operations Company’s auditors. Each of the Company for the respective periods indicated. The Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout the periods involved, except to the extent disclosed therein. (c) The Company does not have any Liabilities required to be included in the Financial Statements (including the notes thereto) under GAAP that are not reflected (A) was prepared in accordance with IFRS and with applicable Law applied on a consistent basis throughout the Audited Balance Sheet other than Liabilities periods indicated (except as may be indicated in the notes thereto), and (B) fairly present the financial position, results of operations and cash flows of the Group Companies (consolidated) as at the date thereof and for the period indicated therein. (b) Except (i) as reflected or reserved against in the Financial Statements or disclosed in the notes thereto, (ii) for Liabilities incurred in the ordinary course of business since the date of the Audited Balance Sheet and (ii) relating to the bonuses and fees contemplated by Section 5.1(q). (d) Since the date of the Audited Latest Balance Sheet, (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document to which it is or will be a party or the consummation of the transactions contemplated hereby or thereby (including, for the avoidance of doubt, the Company Expenses) or otherwise related to the Transactions, (iiv) has conducted its business in all material respects in the ordinary course of business except as disclosed herein for executory obligations under Contracts and (iiv) has for Liabilities that are not incurred or suffered any changes, circumstances, effects, or events thatand would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (c) The Group Companies have resulted established and maintain systems of internal accounting controls that are designed to provide reasonable assurances regarding the reliability of the financial reporting and the preparation of the Financial Statements in accordance with IFRS and other Laws as applicable to the Group Companies. The Group Companies maintain and, for all periods covered by the Financial Statements, have maintained books and records of the Group Companies in compliance, in all material respects, with applicable Laws that accurately reflect, in all material respects, all transactions required to be recorded therein in accordance with such Laws. (d) Since January 1, 2018, to the Company’s knowledge, no Group Company has received any written complaint, allegation, assertion or would be reasonably likely to result claim that there is (A) a deficiency in the Group Companies’ internal accounting controls that were described in Section 3.4(c) or (B) fraud, whether or not material, that involves management or other employees of the Group Companies who have a Material Adverse Effectsignificant role in the internal accounting controls of the Group Companies.

Financial Statements; Undisclosed Liabilities. (a) The unaudited balance sheet of the Company as of June 30, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 (the “Audited Balance Sheet”) and the audited statements of operations, cash flows and stockholders’ equity of the Company for the year then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively referred to herein as the “Financial Statements.” (b) Except as set forth on Schedule 3.54.9, the Target Companies have furnished Purchasers true and complete copies of the audited combined balance sheet and the related audited combined statements of income, shareholders’ equity and cash flows of the Subject Companies for each of the fiscal years ended as of and for December 31, 2005 and 2006, the related opinion of E&Y, the independent accountants of the Subject Companies and the unaudited combined balance sheet and the related unaudited combined statements of income, shareholders’ equity and cash flows of the Subject Companies as of and for the nine months ended September 30, 2007 and 2006 as well as the audited statutory balance sheets of Techneon as per December 31, 2005 and 2006 and the related audited statutory statements of income together with the relevant audit reports (collectively, together with the related notes thereto, the “Financial Statements”). (b) The Financial Statements fairly present in all material respects the financial position of the Company at the dates thereof and the results of the operations of the Company Subject Companies as of the respective dates thereof and for the respective periods indicatedthen ended. The Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout have been prepared in accordance with GAAP consistently applied during the periods involved, except to as otherwise noted therein or in the extent disclosed thereinnotes thereto. The Financial Statements have been prepared in accordance with the books and records of the Subject Companies consistent with past practice. (c) The Company does not have any Liabilities required to be included Except as set forth in Schedule 4.9 and (i) as reflected or adequately reserved against in the Financial Statements (including the notes thereto) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities (i) incurred in the ordinary course of business since the date of the Audited Balance Sheet and (ii) relating for liabilities which have been incurred since December 31, 2006 in the Ordinary Course of Business, there are no liabilities or obligations, secured or unsecured (whether absolute, accrued, contingent or otherwise), matured or unmatured that are, or would reasonably be expected to be, material to the bonuses and fees Subject Companies or that would materially delay the consummation of the transactions contemplated by Section 5.1(q)this German SPA. (d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effects, or events that, individually or in the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The Attached hereto as Schedule 2.6(a) are (i) audited balance sheets of the Company at December 31, 2001, December 31, 2002 and December 31, 2003 and audited statements of income and shareholders’ equity and cash flows for each of the three (3) years then ended, in each case together with the audit reports thereon of the Company’s independent certified public accountants and (ii) the unaudited balance sheet of the Company as of June 30December 31, 2006 2004 (including the notes thereto, the “Base Balance Sheet”), and the unaudited statements of operationsincome, shareholder’s equity and cash flows and stockholders’ equity flow of the Company for the six months twelve (12) month period then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 ended (the “Audited Balance Sheet”financial statements referred to in (i) and the audited statements of operations(ii), cash flows and stockholders’ equity of the Company for the year then endedtogether, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively referred to herein as the “Financial Statements”). All of such unaudited financial statements have been reviewed by the Company’s independent certified public accountants and by the Company’s chief financial officer.” (b) Except as set forth on Schedule 3.5, All of such financial statements (i) have been prepared in accordance with GAAP using the Financial Statements accrual method of accounting applied consistently during the periods covered thereby (except that the Company’s unaudited financial statements do not include footnote disclosure and are subject to normal year-end audit adjustments that are not in the aggregate material) and (ii) present fairly present in all material respects the financial position condition of the Company Company, at the dates thereof of said statements and the results of the its operations of the Company for the respective periods indicated. The Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout covered thereby (except that the periods involvedCompany’s unaudited financial statements do not include footnote disclosure and are subject to normal year-end audit adjustments that, except to in the extent disclosed thereinaggregate, are not material). (c) The As of the date of the Base Balance Sheet, the Company had no liabilities of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for Taxes due or then accrued or to become due or contingent or potential liabilities relating to activities of the Company or its conduct of their Business prior to the date of the Base Balance Sheet regardless of whether claims in respect thereof had been asserted as of such date), except liabilities (i) stated or reserved against on the Base Balance Sheet, or (ii) set forth on Schedule 2.6(c) hereto. (d) As of the date hereof and as of the Closing Date, the Company does not and will not have any Liabilities liabilities of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent or potential liabilities relating to activities of the Company or the conduct of its business prior to the date hereof, regardless of whether claims in respect thereof had been asserted as of such date), whether or not of a type required to be included shown on a balance sheet prepared in the Financial Statements accordance with GAAP, except liabilities (including the notes theretoi) under GAAP that are not reflected stated or reserved against on the Audited Base Balance Sheet other than Liabilities (ionly to the extent of the amount provided for therein), or (ii) incurred in the ordinary course of business since after the date of the Audited Base Balance Sheet and (ii) relating to the bonuses and fees contemplated by Section 5.1(q)Sheet. (de) Since Except as set forth on Schedule 2.6(e), as of the date hereof and as of the Audited Balance SheetClosing, the Company does not and will not have any indebtedness for borrowed money (i) has conducted its business including without limitation, obligations under leases required to be capitalized in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effects, or events that, individually or in the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse Effectaccordance with GAAP).

Financial Statements; Undisclosed Liabilities. (a) The unaudited Company has provided to Purchaser copies of the audited consolidated balance sheet sheets of the Company as of June 30, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company Subsidiaries as at December 31, 2004, 2005 (the “Audited Balance Sheet”) and 2006 and the related audited statements of operations, cash flows and stockholders’ equity for the years ended December 31, 2004, 2005 and 2006 (collectively, the “Company Financial Statements”). The consolidated balance sheet of the Company for the year then ended, and the related Company Subsidiaries as at December 31, 2006 (including the notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively ) is hereinafter referred to herein as the “Financial Statements.Balance Sheet” (b) Except as set forth on Schedule 3.5, the . The Company Financial Statements fairly present in all material respects the financial position consolidated assets and liabilities of the Company at the dates thereof and the consolidated results of the operations of the Company and the Company Subsidiaries for the respective periods indicated. The Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout , all in accordance with Brazilian GAAP consistently applied over the periods involvedpresented except as provided in the notes to the Company Financial Statements, except to as set forth in Schedule 3.3(a) of the extent disclosed thereinCompany Disclosure Letter. (cb) The Neither the Company does not have nor any Liabilities required to be included in the Financial Statements (including the notes thereto) under GAAP that are not reflected on the Audited Balance Sheet Company Subsidiary has any Liabilities, other than Liabilities (i) Liabilities that will not be applicable to the Company or any Company Subsidiary after Closing, (ii) Liabilities disclosed on Schedule 3.3(b) of the Company Disclosure Letter, (iii) Liabilities reserved for or reflected in the Balance Sheet, (iv) Liabilities incurred in the ordinary course of business since the date of the Audited Balance Sheet and (ii) relating to the bonuses and fees contemplated by Section 5.1(q). (d) Since the date of the Audited Balance SheetDecember 31, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has 2006 that have not incurred or suffered any changes, circumstances, effectshad, or events thatwould not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (v) such other Liabilities as have resulted in not had, or would not reasonably be reasonably likely expected to result have, individually or in the aggregate, a Company Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The unaudited Each Purchaser has heretofore been furnished with complete and correct copies of each of the following: (i) the audited consolidated balance sheet of the Company and its Subsidiaries as of June 30December 31, 2006 and 1999 ("Balance Sheet Date"); and (ii) the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited pro forma consolidated balance sheet of the Company at December 31, 2005 (the “Audited Balance Sheet”) and the audited statements of operations, cash flows and stockholders’ equity its Subsidiaries as of the Company for Balance Sheet Date, taking into account the year then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB issuance of all of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively referred to herein Series B Preferred Stock as the “Financial Statementscontemplated hereby.” (b) Except The Company's audited consolidated balance sheet as set forth on Schedule 3.5, the Financial Statements fairly present in all material respects the financial position of the Company at the dates thereof and the results of the operations of the Company for the respective periods indicated. The Financial Statements reflect consistent application of U.S. Balance Sheet Date was prepared in accordance with generally accepted accounting principles throughout and fairly presents the periods involvedfinancial condition of the Company and its Subsidiaries as at the Balance Sheet Date. Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, which are not described in such audited balance sheet except for liabilities that may have arisen in the ordinary and usual course of business since the Balance Sheet Date and that individually or in the aggregate do not have and could not reasonably be expected to have a material adverse effect on the extent Company and its Subsidiaries, taken as a whole, and other liabilities and obligations expressly disclosed thereinin the Schedules to this Agreement. (c) The pro forma consolidated balance sheet of the Company does not referred to in Section 4.7(a)(ii) has been prepared by management of the Company on a reasonable basis taking into consideration the effect of the transactions contemplated hereby as of the Closing Date and none of the Company and its management is aware of any fact which casts doubt on the accuracy or completeness thereof. After giving effect to the transactions contemplated hereby and by the Related Agreements, neither the Company nor any of its Subsidiaries will have any Liabilities material liabilities, contingent or otherwise, which are not referred to in such balance sheet or in the notes thereto other than liabilities not required to be included disclosed in accordance with generally accepted accounting principles and liabilities arising under this Agreement or the Financial Statements (including the notes thereto) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities (i) incurred in the ordinary course of business since the date of the Audited Balance Sheet and (ii) relating to the bonuses and fees contemplated by Section 5.1(q)Related Agreements. (d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effects, or events that, individually or in the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The unaudited Attached hereto as Schedule 3.3(a) are the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheet of the Company Group Companies as of June 30December 31, 2006 2020 and the unaudited statements of operationsDecember 31, cash flows and stockholders’ equity of the Company for the six months then ended, 2019 and the related notes thereto, are included in audited consolidated statements of income and member’s equity and cash flows for the Quarterly Report on Form 10-QSB of fiscal years then ended; and (ii) the Company filed with the SEC on August 18, 2006, and the audited unaudited consolidated balance sheet of the Company at December Group Companies as of August 31, 2005 2021 (the “Audited Latest Balance Sheet”) and the audited related unaudited consolidated statements of operations, income and cash flows and stockholders’ equity of the Company for the year year-to-date period then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively referred to herein as the “Financial Statements.” (b) Except as set forth on Schedule 3.53.3(b), the Financial Statements fairly present have been prepared in all material respects the financial position of the Company at the dates thereof and the results of the operations of the Company for the respective periods indicated. The Financial Statements reflect accordance with GAAP, applied on a consistent application of U.S. generally accepted accounting principles basis throughout the periods involvedcovered thereby, except as may be indicated in the notes thereto and subject, in the case of unaudited Financial Statements, to the extent disclosed therein. (c) The Company does not have any Liabilities required to be included in the Financial Statements (including the absence of notes thereto) under GAAP and normal year-end adjustments that are not reflected on the Audited Balance Sheet other than Liabilities (i) incurred in the ordinary course of business since the date of the Audited Balance Sheet and (ii) relating to the bonuses and fees contemplated by Section 5.1(q). (d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effects, or events thatmaterial, individually or in the aggregate. The Financial Statements fairly present, in all material respects, the consolidated financial condition, results of operations, statement of members’ equity and cash flows of the Group Companies as of the dates thereof and for the periods therein referred to (subject, in the case of unaudited Financial Statements, to the absence of notes and normal year-end adjustments that are not material, individually or in the aggregate). The Financial Statements are based on the books and records of the Group Companies and the allocation of charges and credits contained in the Financial Statements were made on a consistent basis for the periods indicated and arose out of bona fide licenses, sales and deliveries of goods, performance of services or other bona fide business transactions. (c) Except as set forth on Schedule 3.3(c), no Group Company has incurred any material Liability or obligation of any kind or nature, and there is no Claim against any Group Company, except for liabilities and obligations (i) to the extent reflected or reserved for on the Latest Balance Sheet or disclosed in the notes thereto, or (ii) that have arisen since the date of the Latest Balance Sheet in the Ordinary Course of Business of the Group Companies and which are not material, individually or in the aggregate (none of which in each of clause (i) and clause (ii) include Liabilities or obligations arising from breach of Contract, breach of representation or warranty, infringement, tort or violation of Law). No Group Company maintains any “off-balance sheet arrangements” within the meaning of Item 303 of Regulation S-K of the Securities Act of 1933. (d) All Accounts Receivable of the Group Companies (i) resulted from bona fide sales in the Ordinary Course of Business, (ii) represent the genuine, valid and legally enforceable obligations of the account debtor, (iii) to the knowledge of the Group Companies, are subject to no defense, set-off or counterclaim and (iv) subject to a reserve for bad debts shown on the Latest Balance Sheet or, with respect to Accounts Receivable arising after the date of the Latest Balance Sheet, on the accounting records of the Group Companies, are collectible in full within ninety (90) days after billing. There has been no written assertion or, to the knowledge of the Group Companies, threat (written or oral) to the validity of any Accounts Receivable by any debtor thereof that has not been resolved. All reserves provided for Accounts Receivable in the Latest Balance Sheet, and in the accounts since the date of the Latest Balance Sheet, have resulted been computed in accordance with GAAP. (e) All Inventory, whether or would not reflected in the Financial Statements, (i) consists of a quality and quantity usable and salable in the Ordinary Course of Business, (ii) is in good and marketable condition, and (iii) is not damaged or defective and complies with all contractual commitments and all express and implied warranties subject, in each case, to allowances in accordance with GAAP, if any, to the extent expressly reflected in the Financial Statements for obsolete, damaged, defective, excess or slow-moving items. All such Inventory is, and (iii) is owned by the Group Companies free and clear of all Liens, other than Permitted Liens. Except as set forth on Schedule 3.3(e), no Inventory is held on consignment. The Inventory set forth on the Latest Balance Sheet was valued at the lower of cost and market value and was properly stated therein in accordance with GAAP. None of the Inventory is in the possession of others, except Inventory in transit in the Ordinary Course of Business. No Group Company has received written or, to the knowledge of the Group Companies, oral notice that it will experience in the foreseeable future any difficulty in obtaining, in the desired quantity and quality and at a reasonable price and upon reasonable terms and conditions, the raw materials, supplies or component products required for the production and distribution of its products. (f) The Group Companies maintain a system 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 preparation of financial statements in conformity with GAAP, and with the books of account and other financial records of the Group Companies (except as may be reasonably likely indicated in the notes thereto), and to result maintain accountability therefor, (iii) access to assets is permitted only in accordance with management’s authorization, (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, (v) the obligations of the Group Companies are satisfied in a Material Adverse Effecttimely manner and as required under the terms of any applicable Contract and (vi) the Group Companies are in compliance with all applicable anti-corruption Laws. All books, records and accounts of the Group Companies are materially accurate and complete and are maintained in all material respects in accordance with good business practices and all applicable Laws and have been made available to Purchaser. (g) As of the date hereof, the only Funded Indebtedness of the Group Companies of the type described in clauses (a), (b), (c), (d) or (e) of the definition of “Funded Indebtedness” is set forth on Schedule 3.3(g).

Financial Statements; Undisclosed Liabilities. (a) The unaudited balance sheets of the Company as of December 31, 2013 and as of December 31, 2014, and the related statements of income for the years then ended (the “Previous Accounts”) are as set forth in Section 2.6(a)(i) of the Disclosure Letter. The Previous Accounts have been prepared in accordance with GAAP. The unaudited balance sheet of the Company as of June September 30, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, 2015 and the related notes thereto, are included in the Quarterly Report on Form 10-QSB statement of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 (the “Audited Balance Sheet”) and the audited statements of operations, cash flows and stockholders’ equity of the Company income for the year nine-month period then ended, and the related notes thereto, ended are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements as set forth in Section 2.6(a)(ii) of the aforementioned Form 10Disclosure Letter. The Most Recent Financial Statements were properly prepared in accordance with GAAP, as modified or supplemented by the accounting principles and policies set forth on Section 2.6(a)(iii) of the Disclosure Letter, and subject to year-QSB end adjustments that will not be material and Form 10-KSB, the lack of footnotes thereto. (b) The financial statements described in Section 2.6(a) are collectively referred to herein as the “Financial Statements.” The Financial Statements as of and for the nine-month period ended September 30, 2015 are referred to as the “Most Recent Financial Statements” and the balance sheet included therein is referred to as the “Most Recent Balance Sheet.” (bc) Except as set forth on Schedule 3.5, the The Financial Statements fairly present fairly, in all material respects respects, the financial position of the Company at the respective dates thereof and the results of operations and cash flows for the operations periods indicated therein in accordance with GAAP, as modified or supplemented by the accounting principles and policies set forth on Section 2.6(a)(iii) of the Disclosure Letter. (d) All accounts receivable, notes receivable, and other receivables of the Company for the respective periods indicatedare reflected properly on its Books and Records and are valid receivables subject to no setoffs or counterclaims. The accounts payable and accruals of the Company have arisen in bona fide arm’s-length transactions in the ordinary course of business, and the Company has been paying its accounts payable as and when due. There are no unpaid invoices or bills representing amounts alleged to be owed by the Company, or other alleged obligations of the Company, which the Company has disputed or determined to dispute or refuse to pay. The Books and Records have been kept in accordance with reasonable business practices, have complied in all material respects with all applicable Legal Requirements, and reflect only actual transactions. True, correct and complete copies of the Books and Records have been made available to Buyer and its representatives. (e) The system of internal controls over financial reporting used by the Company is sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout the periods involved, except Statements. (f) Other than to the extent disclosed therein. (c) The Company does not have any Liabilities required to be included and accrued for in the Most Recent Financial Statements (including Statements, the notes thereto) under GAAP that are not reflected on the Audited Balance Sheet other than Company has no Liabilities except for: (i) Liabilities incurred in the ordinary course of business since the date of the Audited Balance Sheet Most Recent Financial Statements and that will be fully reflected in or reserved for in the Final Adjustment Amount and the calculation thereof; (ii) relating to the bonuses and fees contemplated by Section 5.1(q). (d) Since the date Liabilities identified in, or arising under, Contracts of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects in the ordinary course of business except (but not Liabilities for breaches by the Company or Seller, as the case may be); (iii) Liabilities that would not have been required to be disclosed herein in, provided for, reflected in, reserved against or otherwise described in the Financial Statements (including any notes thereto) in accordance with GAAP; and (iiiv) has not incurred or suffered any changes, circumstances, effectsLiabilities resulting from pending, or events that, individually or (to the Company’s Knowledge) threatened Legal Proceedings disclosed in Section 2.6(f) the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse EffectDisclosure Letter.

Financial Statements; Undisclosed Liabilities. (a) The unaudited Seller has delivered to Buyer the audited consolidated balance sheet sheets of the Company Seller as of June 30December 31, 2005, 2006 and 2007 and the unaudited related statements of operations, cash flows and changes in stockholders’ equity of the Company for the six months fiscal years then endedended (collectively, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 (the “Audited Balance Sheet”) and the audited statements of operations, cash flows and stockholders’ equity of the Company for the year then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively referred to herein as the “Financial Statements.” (b) Except as set forth on Schedule 3.5, the ). The Financial Statements fairly present present, in all material respects accordance with United States generally accepted accounting principles applicable to companies that do not have securities registered under the Securities Exchange Act of 1934 (“GAAP”), the consolidated financial position condition of Seller and its subsidiaries as of the Company at the respective dates thereof of, and the consolidated results of the operations and cash flows of the Company Seller and its subsidiaries for the respective periods indicatedperiods, presented in such Financial Statements. The Financial Statements reflect the consistent application of U.S. generally accepted such accounting principles throughout the periods involved, except to the extent involved other than as otherwise disclosed therein. The Financial Statements have been prepared in accordance with the accounting records of Company Group. (cb) The There are no liabilities (whether known, unknown, contingent or otherwise) of Company does not have any Liabilities Group required to be included reflected on a consolidated balance sheet prepared in accordance with GAAP other than (i) liabilities or obligations reflected on the Financial Statements (including or in the notes thereto, (ii) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities (i) liabilities or obligations incurred since December 31, 2007 in the ordinary course of business since the date of the Audited Balance Sheet and (ii) relating to the bonuses and fees contemplated by Section 5.1(q). (d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effectsconsistent with past practice, or events that(iii) liabilities that would not, individually or in the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse Effect. To Seller’s knowledge, Schedule 4.17(b) is a true and correct list of all liabilities required to be disclosed pursuant to the preceding sentence but not so disclosed because they fall within the scope of clause (iii) of the preceding sentence, each of which liabilities individually exceeds $100,000.

Financial Statements; Undisclosed Liabilities. (a) The Section 3.5(a) of the Company Disclosure Schedule sets forth the unaudited consolidated balance sheet of the Company Group Companies as of June 30December 31, 2006 2023 and the related unaudited statements consolidated statement of income for the nine months then ended (collectively, the “Financial Statements”). (b) The Financial Statements (i) fairly present, in all material respects, the financial position, results of operations, cash flows and stockholders’ equity of the Company applicable Group Companies as of the dates and for the six months then endedperiods indicated therein, (ii) have been prepared in accordance with GAAP, except for the absence of footnotes and the related notes thereto, are included customary year-end audit adjustments (which shall not be material individually or in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 (the “Audited Balance Sheet”aggregate in amount or significance) and the audited statements of operations, cash flows and stockholders’ equity of the Company for the year then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements or as set forth in the aforementioned Form 10-QSB Accounting Principles, consistently applied throughout the periods covered thereby and Form 10-KSB, (iii) are collectively referred to herein as derived from and are in accordance with the “Financial Statements.” (b) Except as set forth on Schedule 3.5, the Financial Statements fairly present in all material respects the financial position books and records of the Company at the dates thereof and the results of the operations of the Company for the respective periods indicated. The Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout the periods involved, except to the extent disclosed thereinGroup. (c) The Except for those assets acquired or disposed of since the Company does not have any Liabilities required Balance Sheet Date in the Ordinary Course of Business or as expressly set forth in the Pre-Closing Actions, all tangible and intangible properties and assets material to be included the present operations of the Group Companies are reflected in the Financial Statements (including the notes thereto) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities (i) incurred in the ordinary course of business since the date of the Audited Balance Sheet and (ii) relating to the bonuses and fees contemplated by Section 5.1(q)Statements. (d) Since the date of the Audited Balance SheetApril 1, 2021, the Company Group has maintained a system of internal accounting controls, internal controls over financial reporting and disclosure controls and procedures adequate for a company at the same stage of development as the Company Group to ensure (i) that books, records and accounts accurately and fairly reflect, in reasonable detail, the transactions and dispositions of any Group Company’s assets, (ii) that the integrity of their financial statements and information contained therein is maintained and (iii) that access to financial accounts is permitted only in accordance with management’s general or specific authorizations. With regard to the Financial Statements, none of the Company Group, the Company Group’s independent accountants, the Company’s board of directors (or similar governing body) or the audit committee (if any) of the Company’s board of directors (or similar committee) has conducted its business in all material respects received any written, or to the Company’s knowledge, oral, notification of any (A) “significant deficiency” in the internal controls over financial reporting of the Company Group which could affect in a material manner any Group Company’s ability to record, process, summarize and report financial data, (B) “material weakness” in the internal controls over financial reporting of the Company Group, (C) fraud, whether or not material, that involves management or other employees or consultants or contractors of the Company Group who have a role in the preparation of the financial statements or the internal controls over financial reporting of the Company Group, or (D) any claim or allegation regarding any of the foregoing. (e) No cash of the Company Group is subject to restrictions, limitations or Taxes on use or distribution by Law, Contract or otherwise, including restrictions on dividends and repatriations or any other form of restriction. (f) The accounts receivable of any Group Company reflected on the Financial Statements, and all accounts receivable arising subsequent to the Company Balance Sheet Date, (i) arose from bona fide transactions in the Ordinary Course of Business and are payable on ordinary course of business except as disclosed herein trade terms and (ii) to the Company’s knowledge, are legal, valid and binding obligations of the respective debtors enforceable in accordance with their respective terms, in each case, except as would not be material to the Company Group, taken as a whole. (g) Section 3.5(g) of the Disclosure Schedule sets forth (i) all outstanding indebtedness for borrowed money of the Company Group and identifies the debtor, the principal amount outstanding as of the Agreement Date, the creditor and the maturity date and (ii) all outstanding letters of credit, fidelity bonds and surety bonds of the Company Group. All letters of credit, fidelity bonds and surety bonds of the Company Group are in full force and effect and will continue in full force and effect immediately following the consummation of the Transactions. No default (or an event which with notice or lapse of time or both would become a default) exists with respect to the obligations of the Company Group under any such letters of credit, fidelity bonds or surety bonds and the Company Group has not received any notification of cancellation of any of such letters of credit, fidelity bonds or surety bonds, except for where such default or failure to receive any notification or cancellation would not be material to the Company Group, taken as a whole. (h) Except for those liabilities that (i) have been incurred in the Ordinary Course of Business since the Company Balance Sheet Date (none of which is a liability for violations of Law or suffered any changesfor tort, circumstances, effects, infringement or events thatbreach of Contract or warranty) and would not reasonably be expected to, individually or in the aggregate, be material to the Company Group, (ii) have resulted been incurred in connection with the preparation, execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the Transactions and constitute Closing Debt or Company Transaction Expenses as set forth in the Closing Spreadsheet, (iii) are described in Section 3.5(h) of the Company Disclosure Schedule or (iv) are executory obligations under any Contract of any Group Company set forth in the Company Disclosure Schedule that have not arisen from a breach thereof or thereunder, the Company Group has no liabilities accrued, contingent or otherwise (known or unknown and asserted or unasserted). (i) Section 3.5(i) of the Company Disclosure Schedule sets forth an accurate and complete list of the names of all banks and financial institutions in which any Group Company has an account, deposit, safe-deposit box, line of credit or other loan facility or relationship, or lock box or other arrangement for the collection of accounts receivable, with the names as of the Agreement Date of all Persons authorized to draw or borrow thereon or to obtain access thereto (pursuant to a power of attorney or otherwise). (j) As of the Closing, after giving effect to the Pre-Closing Actions, no Group Company has any obligation to pay any deferred purchase price (including any seller notes, earnout obligations, indemnities and post-closing adjustments or contingent deferred obligations), bonuses or other amounts due to any Person, including any current or former employee of the Company Group, except as set forth in Schedule 1.1(c), which amounts shall be borne Parent pursuant to Section 2.3(e). (k) The Group Companies do not have assets in Canada with an aggregate value that exceeds CAD $93 million; nor do the gross revenues from sales in or would be reasonably likely from Canada generated from the assets in Canada of the Group Companies exceed CAD $93 million; all as determined pursuant to result in a Material Adverse EffectPart IX of the Competition Act (Canada) and the Notifiable Transactions Regulations (Canada) promulgated thereunder.

Financial Statements; Undisclosed Liabilities. (a) The Company has provided to Parent true, complete and correct copies of the audited balance sheet of the Company as at December 31, 2006, December 31, 2005 and December 31, 2004 and the related audited consolidated statements of income, cash flow and stockholders’ equity for the fiscal year then ended, certified by the Company’s independent public accountants and accompanied by a copy of such auditor’s report (the “Year-End Financial Statements”), and the unaudited balance sheet of the Company as of June September 30, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 2007 (the “Audited Interim Balance Sheet”) and the audited related unaudited consolidated statements of operationsincome, cash flows flow and stockholders’ equity of the Company for the year nine months then ended, and ended (the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements“Interim Financial Statements” and, together with the other financial statements set forth in the aforementioned Form 10Year-QSB and Form 10-KSBEnd Financial Statements, are collectively referred to herein as the “Financial Statements.” (b) Except as set forth on Schedule 3.5, the ). The Financial Statements were prepared in accordance with the books and records of the Company and fairly present in all material respects the financial position condition of the Company at as of the dates thereof indicated, and the results of the operations and cash flows of the Company for the respective periods indicated. The Financial Statements reflect consistent application of , in accordance with U.S. generally accepted accounting principles (“GAAP”), applied on a consistent basis throughout the periods involvedindicated (unless otherwise required by GAAP) except that the Interim Financial Statements are subject to customary inter-period and year-end adjustments (which will not, except to individually or in the extent disclosed thereinaggregate, be material in magnitude) and do not contain all footnotes required by GAAP. (cb) The Except as otherwise noted in the Financial Statements, the accounts and notes receivable of the Company does not have any Liabilities required to be reflected on the balance sheets included in the Financial Statements (i) arose from bona fide transactions in the ordinary course of business and are payable on ordinary trade terms, (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally, and by general equitable principles, (iii) are not subject to any valid set-off or counterclaim except to the extent set forth in such balance sheet contained therein, and (iv) are not the subject of any Actions brought by or on behalf of the Company. (c) Significant deficiencies in the financial reporting of the Company which are reasonably likely to materially and adversely affect the ability to record, process, summarize and report financial information, letters to the Company from the accountants, and any fraud whether or not material that involves management or other employees who have a significant role in financial reporting, have been adequately and promptly disclosed to the independent accountants and management of the Company as required by applicable Law. (d) Except for liabilities identified as such in the Interim Financial Statements (including the notes footnotes thereto) under GAAP that are not the Company has no accrued, contingent or other Liabilities of any nature, either matured or unmatured and whether due or to become due of a type required to be reflected on the Audited Balance Sheet in financial statements prepared in accordance with GAAP, other than Liabilities (i) liabilities or obligations incurred in the ordinary course of business and consistent with past practice in nature and amount since the date of the Audited Balance Sheet and September 30, 2007, (ii) relating Transaction Expenses, (iii) liabilities not yet due under Company Contracts, to the bonuses extent the nature and fees contemplated magnitude of such liabilities can be specifically ascertained by reference to the text of such Company Contracts, and (iv) liabilities identified in Section 5.1(q). (d3.13(d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effects, or events that, individually or in the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse EffectCompany’s Disclosure Schedule.

Financial Statements; Undisclosed Liabilities. (a) The unaudited balance sheet Company has previously delivered to the Investors complete and accurate copies of the audited financial statements of the Company as of June 30December 31, 2006 2008 Latest Financial Statements and the unaudited financial statements of operations, cash flows and stockholders’ equity of the Company for the six months then endedended June 30, and the related notes thereto2009 all, are as included in the Quarterly Report on Form 10-QSB SEC Documents ( the “Latest Financial Statements”). The Latest Financial Statements are based upon the information contained in the books and records of the Company filed with and fairly and accurately present the SEC on August 18, 2006, and the audited balance sheet financial condition of the Company at December 31, 2005 (the “Audited Balance Sheet”) and the audited statements as of operations, cash flows and stockholders’ equity of the Company for the year then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively referred to herein as the “Financial Statements.” (b) Except as set forth on Schedule 3.5, the Financial Statements fairly present in all material respects the financial position of the Company at the dates thereof and the results of operations for the periods referred to therein. The Latest Financial Statements have been prepared in accordance with GAAP (as defined herein). The financial statements for the period ended June 30, 2009 have been prepared in accordance with GAAP applicable to unaudited interim financial statements and thus may not contain all notes and may not contain prior period comparative data which are required by GAAP for audited financial statements)They reflect all adjustments necessary to a fair and accurate statement of the financial condition and results of operations of the Company for the respective interim periods indicated. The Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout the periods involvedpresented. (b) All accounts, except books and ledgers related to the extent disclosed thereinbusiness of the Company and its subsidiaries are properly and accurately kept, are complete in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein subject to the year end adjustments made by the outside accountant which shall be in accordance with prior practice. (c) The Except as and to the extent reflected in the Latest Financial Statements subject to year end adjustments made in accordance with prior practice, the Company does not have any Liabilities required (as defined herein) of any nature (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to be included in the Financial Statements (including the notes thereto) under GAAP that are not reflected on the Audited Balance Sheet become due, and regardless of when asserted), other than Liabilities (i) incurred in the ordinary course Ordinary Course of business Business (as defined herein) since the date of the Audited Balance Sheet Latest Financial Statements and (ii) relating to Liabilities arising in connection with this Agreement and the bonuses and fees transactions contemplated by Section 5.1(q)herein. (d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effects, or events that, individually or in the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The Section 3.5(a) of the Company Disclosure Letter sets forth true, complete and correct copies of: (i) the audited combined balance sheet of the OEG Business, a carve-out of Ultimate Parent, as of December 31, 2020 and December 31, 2019, and the related audited consolidated statements of operations of the Company for the fiscal years then ended (the “Audited Financial Statements”); and (ii) the unaudited combined balance sheet of the Company as of June September 30, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 2021 (the “Audited Balance Sheet Date” and such balance sheet, the “Most Recent Balance Sheet”) and the audited related unaudited consolidated statements of operations, cash flows and stockholders’ equity operations of the Company for the year nine-month period then ended, ended (the “Interim Financial Statements” and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSBAudited Financial Statements, are collectively referred to herein as the “Financial Statements”).” (b) There shall be no Closing Indebtedness or Company Transaction Expenses, in each case, as of the Closing (after giving effect to the transactions contemplated hereby), other than as reflected in Closing Indebtedness or Company Transaction Expenses taken into account in the Purchase Price or as would not reasonably be expected to have, individually or in the aggregate, a Transaction Material Adverse Effect. (c) Ultimate Parent and its Subsidiaries have, with respect to the OEG Business, in all material respects (i) maintained systems of internal accounting controls sufficient to provide reasonable assurances regarding the preparation and fair presentation of the Financial Statements that are free from material misstatement and (ii) implemented reasonable disclosure controls and procedures designed to ensure that material information that could have a material effect on the Financial Statements is made known to the management of the OEG Business. (d) No auditor has withdrawn, or has stated in writing to Ultimate Parent or any of its Subsidiaries an intention to withdraw, any audit opinion contained in the Financial Statements, and neither Ultimate Parent nor any of its Subsidiaries has determined that it will or must restate any Financial Statements. (e) The Financial Statements (i) are derived from the books and records of the Company and the OEG Subsidiaries, (ii) have been prepared in accordance with GAAP (except that the Interim Financial Statements do not have notes and are subject to normal recurring year-end adjustments, the effect of which are not, individually or in the aggregate, material) and (iii) fairly present, in all material respects, the financial position of the OEG Business and the consolidated results of operations of the OEG Business as of the respective dates thereof and for the periods covered thereby, except for the fact that the Company has not historically operated as a separate standalone entity and has received certain allocated charges and credits, which allocations may not accurately reflect the amounts that would have resulted from arms’ length transactions or the actual costs that would have been incurred if the Company and its Subsidiaries had been independently operated during such periods. (f) Except as set forth on Schedule 3.5, the Financial Statements fairly present in all material respects the financial position Section 3.5(f) of the Company at the dates thereof and the results of the operations of Disclosure Letter, neither the Company for the respective periods indicated. The Financial Statements reflect consistent application nor any OEG Subsidiary has any material liabilities of U.S. generally accepted accounting principles throughout the periods involvedany kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, except to the extent disclosed therein. for liabilities (ca) The Company does not have any Liabilities required to be included specifically reflected or reserved against as liabilities in the Financial Statements Most Recent Balance Sheet, (including the notes thereto) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities (ib) incurred in the ordinary course of business since the date of the Audited Balance Sheet and Date (ii) relating it being understood that in no event shall any liability resulting from tortious conduct, infringement, violations of any applicable Legal Requirement or breach of Contract be deemed to the bonuses and fees contemplated by Section 5.1(q). (d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects have been incurred in the ordinary course of business except business), (c) in respect of transaction expenses or incurred in connection with the transactions contemplated hereby or the Debt Financing to the extent included as disclosed herein a Company Transaction Expense to the extent not paid at the Closing and (iid) has that would not incurred or suffered any changes, circumstances, effects, or events thatreasonably be expected to have, individually or in the aggregate, have resulted in or would be reasonably likely to result in a Transaction Material Adverse Effect. Neither the Company nor any OEG Subsidiary has any material liabilities of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising out of or related to any business (including the conduct and activities of any business) of Ultimate Parent or its Subsidiaries (excluding the Company and any OEG Subsidiary) other than the OEG Business (and the conduct and activities of the OEG Business), except for liabilities (x) pursuant to the Intercompany Note and the Intercompany Revolver, as set forth on Section 5.10 of the Company Disclosure Letter or intercompany amounts that will be satisfied at Closing pursuant to Section 2.7, or (y) pursuant to the Services Agreement or any other Ancillary Agreement. (g) Circle does not have any indebtedness for borrowed money.

Financial Statements; Undisclosed Liabilities. (a) The unaudited December Financials Set forth on Schedule 3.2(a) is the combined balance sheet of the Company Xxxxxx Group as of June 30December 31, 2006 and 2004 (the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended“December Balance Sheet“), and the related notes thereto, are included in the Quarterly Report on Form 10-QSB combined statement of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 (the “Audited Balance Sheet”) and the audited statements of operations, cash flows and stockholders’ equity of the Company operations for the year then ended, and as prepared by UNOVA (collectively, the related “December Financials“). Except as otherwise disclosed on Schedule 3.2(a), the December Financials have been prepared in conformity with GAAP consistently applied throughout the periods covered, except as may be indicated in the notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively referred to herein as the “Financial Statements.” (b) Except as set forth on Schedule 3.5, the Financial Statements present fairly present in all material respects the combined financial position of the Company at the dates thereof and the combined results of the Xxxxxx Group operations of the Company for the respective periods indicated. The Financial Statements reflect consistent application year then ended, excluding reclassifications required at the corporate level because of U.S. generally accepted accounting principles throughout the periods involved, except discontinued operations status and excluding allocated costs related to restricted stock and pensions allocated to the extent disclosed thereinXxxxxx Group in UNOVA’s consolidation level adjustments to its reported financial statements. (cb) The Company does not have any Liabilities required to be included in June Financials (i) Set forth on Schedule 3.2(b)(i) is the Financial Statements combined balance sheet of the Xxxxxx Group as of June 30, 2005 (the “June Balance Sheet“) and the related combined statement of operations for the period then ended, as prepared by UNOVA (collectively, the “June Financials“). Except as otherwise disclosed on Schedule 3.2(b)(i), the June Financials (including the notes thereto) under have been prepared in conformity with GAAP that are not reflected on consistently applied throughout the Audited Balance Sheet other than Liabilities (i) incurred period covered, except as may be indicated in the ordinary course of business since the date of the Audited Balance Sheet notes thereto, and (ii) relating to the bonuses and fees contemplated by Section 5.1(q). (d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business present fairly in all material respects the combined financial position and the combined results of their operations for the period then ended, excluding reclassifications required at the corporate level because of discontinued operations status and excluding allocated costs related to restricted stock and pensions allocated to the Xxxxxx Group in the ordinary course of business except as disclosed herein and UNOVA’s consolidation level adjustments to its reported financial statements. (ii) has not incurred or suffered any changes, circumstances, effects, or events that, individually or The aggregate amount of all FAS 106 liabilities for post-retirement medical benefits with respect to the Business reflected in the aggregateJune Balance Sheet has been calculated in accordance with GAAP using the method and assumptions set forth on Schedule 3.2(b)(ii). Since June 30, have resulted 2005, none of the Selling Entities has exercised any discretion or power to increase the benefits payable under the Retiree Medical Plan. (c) UNOVA UK’s Accounts Set forth on Schedule 3.2(c) are the audited balance sheet as of December 31, 2004 (the “Accounts Date“) and the audited profit and loss account for the financial year ended December 31, 2004 of UNOVA UK (the “Accounts“). With respect to the Accounts, UNOVA UK has received an opinion from the independent accounting firm that audited the Accounts that the audited balance sheet presents fairly, in or would be reasonably likely to result in a Material Adverse Effectall material respects, the financial position of UNOVA UK as of the Accounts Date.

Financial Statements; Undisclosed Liabilities. Section 4.07 of the Seller Disclosure Schedule sets forth (a) The unaudited the audited consolidated balance sheet sheets of the Company as of June 30, 2006 2011 (the “Balance Sheet”) and June 30, 2010, and the unaudited related audited consolidated statements of operations, operations and audited consolidated statements of cash flows and stockholders’ equity of the Company for the six months then endedyears ended June 30, 2011 and June 30, 2010, together with the notes to such financial statements, and (b) the unaudited balance sheet trial balance of the Company as of June 30, 2012 (the “Reference Balance Sheet”), and the related notes thereto, are included in the Quarterly Report on Form 10-QSB unaudited statement of the Company filed with the SEC on August 18, 2006, profit and the audited loss trial balance sheet of the Company at December 31, 2005 (the “Audited Balance Sheet”) and the audited statements of operations, cash flows and stockholders’ equity of the Company for the year then endedtwelve months ended June 30, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements2012, together with the other notes to such financial statements set forth (the financial statements described in clauses (a) and (b) above, together with the aforementioned Form 10-QSB and Form 10-KSBnotes to such financial statements, are collectively referred to herein as collectively, the “Financial Statements.” (b) Except as set forth on Schedule 3.5, the ). The Financial Statements fairly have been prepared in conformity with the Seller Accounting Policies consistently applied (except in each case as described in the notes thereto), but have not been prepared in accordance with GAAP, and do not include allocations for corporate overhead or other costs or inter-company revenue items, and taking into account all of the foregoing qualifications, on that basis present in all material respects the consolidated financial position of the Company at the dates thereof condition and the results of the operations of the Company as of the respective dates thereof and for the respective periods indicated. The Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout the periods involvedExcept for matters, except and only to the extent disclosed therein. (c) The Company does not have any Liabilities required to be included extent, reflected or reserved against in the Financial Statements Statements, neither the Company nor any of the Company Subsidiaries has any liabilities (whether absolute, accrued, contingent, fixed or otherwise) of any nature that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company (including the notes thereto), except liabilities that (A) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities (i) were incurred since June 30, 2011 in the ordinary course of business since business, (B) are incurred in connection with the date of the Audited Balance Sheet and (ii) relating to the bonuses and fees transactions contemplated by Section 5.1(q). this Agreement or (dC) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effects, or events thatwould not, individually or in the aggregate, reasonably be expected to have resulted in or would be reasonably likely to result in a Material Adverse Effect. As of the Closing Date, the Company and the Company Subsidiaries will have no outstanding Indebtedness.

Financial Statements; Undisclosed Liabilities. (a) The unaudited balance sheet Attached as Section 4.5(a) of the Company Seller’s Disclosure Schedule are true and complete copies of (i) the Audited Financial Statements and (ii) the Interim Financial Statements. Except as of June 30, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 (the “Audited Balance Sheet”) and the audited statements of operations, cash flows and stockholders’ equity of the Company for the year then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB notes thereto or as disclosed in Section 4.5 of the Seller’s Disclosure Schedule, all such financial statements (including the footnotes thereto) were prepared in accordance with GAAP and Form 10-KSB, are collectively referred to herein as the “Financial Statements.” (b) Except as set forth on Schedule 3.5, the Financial Statements fairly present in all material respects the consolidated financial position condition, results of operations and changes in cash flows and stockholder’s equity as of the Company at the respective dates thereof and the results of the operations of the Company for the respective periods indicated. The covered thereby, subject to, in the case of the Interim Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout the periods involvedStatements, except normal recurring year-end adjustments to the extent consistent with GAAP (the effect of which is not expected to be material individually or in the aggregate) and the absence of footnotes. (b) Seller does not have any liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise, liquidated or unliquidated, or due or to become due) related to the Division or the Assets other than (i) liabilities reflected and reserved against on the balance sheet included in the Interim Financial Statements, (ii) liabilities disclosed thereinin Section 4.5(b) of the Seller’s Disclosure Schedule, (iii) current liabilities incurred since October 1, 2006 in the ordinary course of business, consistent with Seller’s past practice, or (iv) liabilities and obligations that remain with Seller following consummation of the transactions contemplated by this Agreement. (c) The Company does not have any Liabilities required projections prepared by Seller with respect to the Business and delivered by Seller to Buyer were prepared in good faith and based on assumptions believed by Seller to be included in the Financial Statements (including the notes thereto) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities (i) incurred in the ordinary course reasonable as of business since the date of the Audited Balance Sheet and (ii) relating to the bonuses and fees contemplated by Section 5.1(q)such projections. (d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effects, or events that, individually or in the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The unaudited December Financials Set forth on Schedule 3.2(a) is the combined balance sheet of the Company Xxxxxx Group as of December 31, 2004 (the “December Balance Sheet”), and the related combined statement of operations for the year then ended, as prepared by UNOVA (collectively, the “December Financials”). Except as otherwise disclosed on Schedule 3.2(a), the December Financials have been prepared in conformity with GAAP consistently applied throughout the periods covered, except as may be indicated in the notes thereto, and present fairly in all material respects the combined financial position and the combined results of the Xxxxxx Group operations for the year then ended, excluding reclassifications required at the corporate level because of discontinued operations status and excluding allocated costs related to restricted stock and pensions allocated to the Xxxxxx Group in UNOVA’s consolidation level adjustments to its reported financial statements. (b) June Financials (i) Set forth on Schedule 3.2(b)(i) is the combined balance sheet of the Xxxxxx Group as of June 30, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 (the “Audited June Balance Sheet”) and the audited statements related combined statement of operations, cash flows and stockholders’ equity of the Company operations for the year period then ended, and the related notes theretoas prepared by UNOVA (collectively, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively referred to herein as the “Financial Statements.June Financials” (b) ). Except as set forth otherwise disclosed on Schedule 3.53.2(b)(i), the Financial Statements fairly present in all material respects the financial position of the Company at the dates thereof and the results of the operations of the Company for the respective periods indicated. The Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout the periods involved, except to the extent disclosed therein. (c) The Company does not have any Liabilities required to be included in the Financial Statements June Financials (including the notes thereto) under have been prepared in conformity with GAAP that are not reflected on consistently applied throughout the Audited Balance Sheet other than Liabilities (i) incurred period covered, except as may be indicated in the ordinary course of business since the date of the Audited Balance Sheet notes thereto, and (ii) relating to the bonuses and fees contemplated by Section 5.1(q). (d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business present fairly in all material respects the combined financial position and the combined results of their operations for the period then ended, excluding reclassifications required at the corporate level because of discontinued operations status and excluding allocated costs related to restricted stock and pensions allocated to the Xxxxxx Group in the ordinary course of business except as disclosed herein and UNOVA’s consolidation level adjustments to its reported financial statements. (ii) has not incurred or suffered any changes, circumstances, effects, or events that, individually or The aggregate amount of all FAS 106 liabilities for post-retirement medical benefits with respect to the Business reflected in the aggregateJune Balance Sheet has been calculated in accordance with GAAP using the method and assumptions set forth on Schedule 3.2(b)(ii). Since June 30, have resulted 2005, none of the Selling Entities has exercised any discretion or power to increase the benefits payable under the Retiree Medical Plan. (c) UNOVA UK’s Accounts Set forth on Schedule 3.2(c) are the audited balance sheet as of December 31, 2004 (the “Accounts Date”) and the audited profit and loss account for the financial year ended December 31, 2004 of UNOVA UK (the “Accounts”). With respect to the Accounts, UNOVA UK has received an opinion from the independent accounting firm that audited the Accounts that the audited balance sheet presents fairly, in or would be reasonably likely to result in a Material Adverse Effectall material respects, the financial position of UNOVA UK as of the Accounts Date.

Financial Statements; Undisclosed Liabilities. (a) The Included in Section 3.7(a) of the Company Disclosure Schedule are the true and complete copies of the (i) annual audited consolidated financial statements consisting of (A) the annual audited consolidated balance sheets of the Company Group as of December 31, 2012 (the “Most Recent Audited Financial Statements Date”) and December 31, 2011, and the related annual consolidated statements of income and cash flows for each of the fiscal years then ended (including in each case the notes or other supplementary information thereto) (collectively, the “Audited Financial Statements”) and (ii)(A) the unaudited consolidated balance sheet of the Company as of June 30, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 (the “Audited Balance Sheet”) as of March 31, 2013 (such date, the “Balance Sheet Date”) and (B) the audited related unaudited and consolidated statements of operations, income and cash flows and stockholders’ equity of the Company for the year three month period then ended, ended (the “Unaudited Financial Statements,” and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed together with the SEC on May 15Audited Financial Statements, 2006the “Financial Statements”). All of the foregoing audited Financial Statements (x) have been prepared from and unaudited financial statements, together are consistent and in accordance with the other financial statements set forth books and records of the Company Group (which are in turn accurate and complete in all material respects), (y) have been prepared in accordance with GAAP applied by the Company on a consistent basis throughout the periods covered; provided, however, that the Balance Sheet is subject to normal and recurring year-end adjustments (which adjustments will not be material individually or in the aforementioned Form 10-QSB aggregate), and Form 10-KSB, are collectively referred to herein (z) fairly present in all material respects the consolidated financial condition of the Company Group as of the “Financial Statementsrespective dates therein indicated and the consolidated results of operations and cash flows of the Company Group for the respective periods therein specified.” (b) Except as set forth on Schedule 3.5, the Financial Statements fairly present in all material respects the financial position Section 3.7(b) of the Company at the dates thereof and the results of the operations of Disclosure Schedule, neither the Company for the respective periods indicated. The Financial Statements reflect consistent application nor any of U.S. generally accepted accounting principles throughout the periods involved, except to the extent disclosed therein. (c) The Company does not have its Subsidiaries has any Liabilities required to be included in the Financial Statements (including the notes thereto) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities (i) those set forth in the Balance Sheet, (ii) those incurred in the ordinary course of business since the date Business (none of which is for a breach of contract, tort or violation of Law) and (iii) those incurred by the Company Group in connection with the execution of this Agreement. (c) Section 3.7(c) of the Audited Balance Sheet Company Disclosure Schedule sets forth the names and (ii) relating locations of all banks, trust companies, savings and loan associations and other financial institutions at which the Company and its Subsidiaries maintain accounts and the names of all persons authorized to the bonuses and fees contemplated by Section 5.1(q)draw thereon or make withdrawals therefrom. (d) Since the date Section 3.7(d) of the Audited Balance SheetCompany Disclosure Schedule accurately lists all Debt of the Company Group, including, for each item of Debt, the Company (i) has conducted its business in all material respects in agreement governing the ordinary course of business except as disclosed herein Debt and (ii) has not incurred the interest rate, maturity date and any assets or suffered any changes, circumstances, effects, or events that, individually or in the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse Effectproperties securing such Debt.

Financial Statements; Undisclosed Liabilities. (a) The unaudited Attached hereto as Part I of Schedule 2.06 are the consolidated balance sheet of the Company as of June 30March 31, 2006 1999, and the unaudited related consolidated statements of operations, cash flows and stockholders’ ' equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 (the “Audited Balance Sheet”) and the audited statements of operations, cash flows and stockholders’ equity of the Company for the year then ended, including the notes thereto (collectively, the "Financial Statements"), audited and certified by Ernst & Young LLP, the related notes thereto, are included in independent auditors retained by the Annual Report on Form 10-KSB Company. The Financial Statements fairly present the consolidated financial position and stockholders' equity of the Company filed with the SEC on May 15, 2006. All and its Subsidiaries as of the foregoing audited dates specified therein and unaudited financial statements, together the consolidated results of operations of the Company and its Subsidiaries for the period then ended in conformity with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively referred to herein as the “Financial Statementsgenerally accepted accounting principles applied on a consistent basis.” (b) Except as set forth on in Part II of Schedule 3.52.06 hereto, the Financial Statements fairly present in all material respects the financial position as of the Company at the dates thereof and the results of the operations of Closing Date neither the Company for the respective periods indicated. The Financial Statements reflect consistent application nor any of U.S. generally accepted accounting principles throughout the periods involvedits Subsidiaries has any material obligation or liability (whether accrued, except absolute, contingent, unliquidated or otherwise, whether or not known to the extent disclosed therein. Company or any Subsidiary, whether due or to become due and regardless of when asserted) other than: (ci) The Company does not have any Liabilities required to be liabilities set forth or reflected on the balance sheet included in the Financial Statements Statements, (including ii) liabilities and obligations which have arisen after the notes thereto) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities (i) incurred date of such balance sheet in the ordinary course of business since the date (none of the Audited Balance Sheet which is a liability arising from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iiiii) relating liabilities and obligations which have been disclosed and approved by the representatives to the bonuses Company's Board of Directors designated by WCAS VII and fees contemplated by Section 5.1(q). (d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effects, or events that, individually or in the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse Effect.GTCR Fund V.

Financial Statements; Undisclosed Liabilities. (a) The True and complete copies of the following are set forth on Schedule 4.06(a): (i) the unaudited combined balance sheet of the Company Acquired Companies (without giving effect to the Restructuring on a pro forma basis) as of June 30, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 2013 (the “Audited Balance Sheet”) and the audited statements of operationssuch balance sheet as at December 31, cash flows and stockholders’ equity of the Company for the year then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively 2013 being referred to herein as the “Latest Balance Sheet,” and such date being referred to herein as the “Balance Sheet Date”) and the related unaudited combined statements of income and cash flows of the Acquired Companies (without giving effect to the Restructuring on a pro forma basis) for the year ended December 31, 2013 (the “2013 Unaudited Financial Statements”), and (ii) the unaudited combined balance sheet of the Acquired Companies (without giving effect to the Restructuring on a pro forma basis) as at February 28, 2014 and the related unaudited combined statement of income of the Acquired Companies (without giving effect to the Restructuring on a pro forma basis) for the two-month period ended February 28, 2014 (the financial statements described in this clause (ii), together with the 2013 Unaudited Financial Statements, the “Unaudited Financial Statements”). Except as set forth on Schedule 4.06(a) of the Disclosure Schedules, the Unaudited Financial Statements were prepared in accordance with GAAP, consistently applied throughout the periods involved, and present fairly in all material respects the combined financial condition, results of operations, and cash flows of the Acquired Companies taken as a whole (without giving effect to the Restructuring on a pro forma basis) as of the times and for the periods referred to therein, subject to the absence of footnote disclosures and other presentation items (none of which, individually or in the aggregate, would be material). The Restructuring, when completed in accordance with Schedule A, will not result in any material change in the financial condition of the Acquired Companies as reflected in the Unaudited Financial Statements.” (b) Each of the Audited Financial Statements, when delivered to Buyer pursuant to Section 6.08(a), will be prepared in accordance with GAAP, consistently applied throughout the periods involved and will present fairly in all material respects the combined financial condition, results of operations, and cash flows of the Transferred Business (taken as a whole) as of the times and for the periods referred to therein. (c) The Unaudited Financial Statements were, and each of the Audited Financial Statements, when delivered to Buyer pursuant to Section 6.08(a) will be, prepared in all material respects in accordance with the books and records of each Acquired Company. (d) Except as set forth on Schedule 3.5, the Financial Statements fairly present in all material respects the financial position 4.06(d) of the Disclosure Schedules, since May 4, 2012, no Acquired Company at the dates thereof and the results has received any written notification from its auditors of any “significant deficiency” or “material weakness” in such Acquired Company’s internal controls over financial reporting (for purposes of the operations of the Company for foregoing, “significant deficiency” and “material weakness” have the respective periods indicatedmeanings assigned to them by the American Institute of Certified Public Accountants, as in effect on the date of this Agreement). The Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout the periods involvedThere are no inquiries in writing or investigations pending or, except to the extent disclosed thereinKnowledge of Seller, threatened regarding any material accounting practices of Seller which relate to the Acquired Companies. (ce) The Company does Acquired Companies do not have any material obligations or Liabilities that are required by GAAP to be included in reflected or reserved against on a balance sheet of the Financial Statements Acquired Companies, except (including the notes theretoi) under GAAP that are not Liabilities reflected on the Audited Latest Balance Sheet other than Sheet, (ii) Liabilities (i) incurred in the ordinary course of business since the date Balance Sheet Date, (iii) performance obligations pursuant to the terms of Contracts (1) in effect as of the Audited Balance Sheet and date hereof or (ii2) relating to entered into after the bonuses and fees contemplated by Section 5.1(qdate hereof not in violation of this Agreement, or (iv) set forth on Schedule 4.06(e). (d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effects, or events that, individually or in the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The Section 3.05(a) of the Seller Letter sets forth complete and correct copies of the following financial statements (collectively, the “Financial Statements”): (i) the audited combined consolidated balance sheets of the Business as of December 31, 2005 and 2006, and the related audited combined consolidated statements of income, net investment and cash flows for the fiscal years then ended (including the notes contained therein or annexed thereto) (the financial statements described in this clause (i) are referred to as the “Audited Financial Statements”) and (ii) the unaudited combined consolidated balance sheet of the Company Business as of June 30August 31, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended2007, and the related notes theretounaudited combined consolidated statement of income, are included in net investment and cash flows for the Quarterly Report on Form 10-QSB eight month period then ended and for the corresponding period of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 prior year (the “Audited Balance Sheet”) and the audited statements of operations, cash flows and stockholders’ equity of the Company for the year then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth described in the aforementioned Form 10-QSB and Form 10-KSB, this clause (ii) are collectively referred to herein as the “Unaudited Financial Statements”). The Financial Statements have been prepared in conformity with GAAP as consistently applied to the Business (except in each case as described in the notes thereto) and fairly present in accordance with GAAP (subject to, in the case of the Unaudited Financial Statements, (A) normal, recurring year-end audit adjustments which adjustments will be similar in nature to those made in connection with the Audited Financial Statements and will not be material to the Business as compared to those made in connection with the Audited Financial Statements and (B) the absence of footnotes) the combined consolidated financial condition, assets, liabilities, results of operations and cash flows of the Business as of the dates thereof and for the periods indicated.” (b) Except No Transferred Entity has any liability or obligation of any nature (whether accrued, absolute, contingent, unasserted or otherwise), except (i) as set forth disclosed or reserved against on Schedule 3.5, the Financial Statements fairly present in all material respects the financial position face of the Company at the dates thereof and the results of the operations of the Company for the respective periods indicated. The Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout the periods involved, except to the extent disclosed therein. (c) The Company does not have any Liabilities required to be included in the Financial Statements (including Balance Sheet or the notes thereto, (ii) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities (i) for liabilities and obligations incurred in the ordinary course of business since the date of the Audited Balance Sheet and (ii) relating to the bonuses and fees contemplated by Section 5.1(q). (d) Since the date of the Audited Balance Sheet, the Company (iiii) has conducted its business in all material respects in the ordinary course of business except as disclosed herein for Taxes and (iiiv) has not incurred or suffered any changes, circumstances, effects, or events liabilities and obligations that, individually or and in the aggregate, have resulted in or would be are not reasonably likely to result in have a Material Adverse Effectmaterial adverse effect on the Business.

Financial Statements; Undisclosed Liabilities. (a) The unaudited balance sheet Attached as Section 3.8(a) of the Company as Disclosure Schedule are copies of June 30, 2006 and the unaudited following financial statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited Acquired Business: (i) unaudited combined balance sheet of the Company sheets as at December 31, 2005 (the “Audited Balance Sheet”) 2000 and the audited statements of operationsDecember 31, cash flows and stockholders’ equity of the Company for the year then ended, 2001 and the related notes thereto, are included in the Annual Report on Form 10-KSB unaudited combined statements of operations for each of the Company filed with the SEC on May 15two years ended December 31, 2006. All of the foregoing audited 2000 and December 31, 2001 (such unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively referred to herein as the “Financial Statements”), and (ii) an unaudited combined balance sheet as at November 30, 2002 and the related unaudited combined statement of operations for the eleven (11) months ended November 30, 2002 (such unaudited financial statements referred to herein as the “Interim Financial Statements”). Except as described in the Disclosure Schedule, the Financial Statements and the Interim Financial Statements were prepared from the books and records of the Company and Sellers in a manner consistent with the Accounting Policies and comply with United States generally accepted accounting principles (“GAAP”) in all material respects and are true, complete and correct in all material respects, and fairly present the financial condition as of the dates indicated and results of operations for the periods indicated, of the Acquired Business. Without intending to limit the generality of the foregoing, the Accounting Policies are true, complete and correct and comply in all material respects with GAAP.” (b) Except as set forth on Schedule 3.5, the Financial Statements fairly present in all material respects the financial position of the Company at the dates thereof and the results of the operations of the Company for the respective periods indicated. The Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout the periods involved, except to the extent disclosed therein. (cset forth in Section 3.8(b) The of the Disclosure Schedule, neither the Company does not have nor Sellers relating to the Acquired Business has any Liabilities required to be included in the Financial Statements (including the notes thereto) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities material obligations or liabilities, past, present or deferred, accrued or unaccrued, fixed, absolute, contingent or other, regardless of when asserted, except (i) as disclosed in the balance sheet forming part of the Interim Financial Statements, or (ii) incurred since the date of such balance sheet in the ordinary course of business since the date consistent with past practice of the Audited Balance Sheet Acquired Business and (ii) relating to the bonuses and fees contemplated by Section 5.1(q). (d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has which will not incurred or suffered any changes, circumstances, effects, or events that, individually or in the aggregate, have resulted in or would be reasonably likely to result in a Company Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. Seller has furnished or made available to Buyer true and correct copies of (ai) The an audited balance sheet of Seller at December 31, 2008, and the related audited statements of income, shareholders’ equity, and cash flows for the 12 months then ended, including the notes thereto and together with the report thereon (the “Annual Financial Statements”), and (ii) an unaudited balance sheet of the Company as of June 30, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company Seller at December October 31, 2005 2009 (the “Audited Interim Balance Sheet”) and the audited related statements of operations, cash flows and stockholders’ equity of the Company income for the year 10 months then ended, ended (such interim income statement and the related notes thereto, are included in Interim Balance Sheet being referred to as the “Interim Financial Statements” and the Interim Financial Statements and the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are Financial Statements being collectively referred to herein as the “Financial Statements.” (b) Except ). All of the Financial Statements are true and complete in all material respects and fairly present the assets, liabilities, financial condition and results of operations of Seller at such dates and for such periods, and, except as set forth on Schedule 3.5, the Financial Statements fairly present in all material respects the financial position Section 6(f) of the Company at the dates thereof and the results of the operations of the Company for the respective periods indicated. The Financial Statements reflect consistent application of Seller Disclosure Schedule, all in accordance with U.S. generally accepted accounting principles consistently applied throughout the periods involved, involved (“GAAP”) (except to that the extent disclosed therein. (c) The Company does not have any Liabilities required to be included in the Interim Financial Statements do not contain footnotes and are subject to normal year-end adjustments). Seller has no liabilities, obligations, or contingencies (including the notes theretowhether absolute, accrued, or contingent) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities (each a “Liability” and collectively, “Liabilities”) except (i) incurred Liabilities that are accrued or reserved against on the Interim Balance Sheet; (ii) additional Liabilities since the date of the Interim Balance Sheet (the “Balance Sheet Date”) that have arisen in the ordinary course of business since (consistent with past practice); (iii) additional Liabilities that are expressly provided for in any Contracts that are not required to be reflected in the date Financial Statements; and (iv) Liabilities disclosed on Section 6(f) of the Audited Seller Disclosure Schedule. Seller’s warranty reserve maintained on the Interim Balance Sheet is adequate based on past claim experience, and (ii) relating Seller has no reason to believe that any warranty claims arising following the bonuses and fees contemplated by Section 5.1(q)Closing will exceed such warranty reserve amount. (d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effects, or events that, individually or in the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) Attached to Section 3.5(a) of the Company Disclosure Schedule are true and complete copies of (i) the audited consolidated financial statements of (A) Oneida Ltd. and its Subsidiaries ("Oneida") and (B) Anchor Holdings, Inc. and its Subsidiaries ("Anchor") (including the balance sheet and the related statements of income, stockholders' equity and cash flows) as of and for the years ended December 31, 2010, and 2011 (the "Audited Financial Statements"), and (ii) the unaudited consolidated financial statements of the Company and its Subsidiaries as of and for the twelve (12) month period ended December 31, 2012 (collectively with the Audited Financial Statements, the "Company Financial Statements"). The Company Financial Statements were prepared on the basis of and in accordance with the books and records of the Company and its Subsidiaries (or, in the case of the Audited Financial Statements, on the basis of and in accordance with the books and records of Oneida or Anchor and their respective Subsidiaries, as the case may be). The Company Financial Statements (including in each case, the notes thereto, if any) have been prepared in accordance with GAAP and present fairly the consolidated financial position and results of operations and cash flows of the Company and its Subsidiaries (or, in the case of the Audited Financial Statements, the consolidated financial position and results of operations and cash flows of Oneida or Anchor and their respective Subsidiaries, as the case may be) as of the dates thereof and for the periods covered thereby; provided, however, that the unaudited Company Financial Statements do not include all footnotes or normal year-end closing adjustments in accordance with GAAP (none of which are or would reasonably be expected to be material individually or in the aggregate determined as of the date of and for the periods which are the subject of such unaudited Company Financial Statements). (b) Except for matters reflected or reserved against in (i) the unaudited consolidated balance sheet of the Company as of June 30, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at twelve (12) month period ended December 31, 2005 (the “Audited Balance Sheet”) 2012 and the audited statements of operations, cash flows and stockholders’ equity of the Company for the year then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively referred to herein as the “Financial Statements.” (b) Except except as set forth on Schedule 3.5, the Financial Statements fairly present in all material respects the financial position Section 3.5(b) of the Company at the dates thereof and the results of the operations Disclosure Schedule, none of the Company for the respective periods indicated. The Financial Statements reflect consistent application nor any of U.S. generally accepted accounting principles throughout the periods involved, its Subsidiaries has any liabilities of any nature except to the extent disclosed therein. (c) The Company does not have any Liabilities required to be included in the Financial Statements (including the notes thereto) under GAAP liabilities that are not reflected on the Audited Balance Sheet other than Liabilities (i) were incurred since the date of such balance sheet in the ordinary course of business since the date of the Audited Balance Sheet and business, (ii) relating to were incurred in connection with the bonuses and fees transactions contemplated by Section 5.1(q). this Agreement or the Ancillary Agreements, (diii) Since the date of the Audited Balance Sheet, were otherwise disclosed in the Company Disclosure Schedule or (iiv) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has do not incurred or suffered any changes, circumstances, effects, or events that, individually or exceed $4,000,000 in the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The Company has made available to Parent (i) the audited, consolidated balance sheets of the Company as at December 31, 2010, December 31, 2009, and December 31, 2008, the related audited consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended December 31, 2010, December 31, 2009, and December 31, 2008, together with the opinion of Xxxxx, Xxxxxxxx + Co. LLP, and (ii) the interim unaudited consolidated balance sheet of the Company and its Subsidiaries (the “Interim Balance Sheet”) as at September 30, 2011 (the “Balance Sheet Date”), and the related interim unaudited consolidated statements of income, stockholders’ equity and cash flows, retained earnings and changes in financial position for the nine months then ended. The financial statements referred to above, including the footnotes thereto (the “Financial Statements”), except as described therein, and in the case of interim Financial Statements, except for the absence of notes thereto and subject to normal year-end audit adjustments which will not be material, have been prepared in accordance with GAAP consistently followed throughout the periods indicated. (b) The audited balance sheets of the Company referred to in Section 3.5(a)(i) fairly present, in all material respects, the financial position of the Company and its Subsidiaries as of their respective dates, and the related statements of income, stockholders’ equity and cash flows fairly present, in all material respects, the results of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries for the fiscal years then ended. The unaudited balance sheet of the Company as of June 30, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 (the “Audited Balance Sheet”) and the audited statements of operations, cash flows and stockholders’ equity of the Company for the year then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively referred to herein as the “Financial Statements.” (bin Section 3.5(a)(ii) Except as set forth on Schedule 3.5fairly presents, the Financial Statements fairly present in all material respects respects, the financial position of the Company and its Subsidiaries as at the dates date thereof and the related statements of income, stockholders’ equity and cash flows, retained earnings and changes in financial position fairly present, in all material respects, the results of the operations operations, stockholders’ equity and cash flows of the Company and its Subsidiaries and the changes in their financial position for the respective periods period indicated. The Financial Statements reflect consistent application of U.S. generally accepted accounting principles throughout the periods involved, except to the extent disclosed therein. (c) The Company does not have any Except for Liabilities required to be included in the Financial Statements (including the notes thereto) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities and obligations (i) incurred in the ordinary course of business and consistent with past practice since the date of the Audited Balance Sheet and Date, (ii) relating that are set forth or adequately reserved for in the Interim Balance Sheet, or (iii) the Company Transaction Expenses, neither the Company nor any of its Subsidiaries has any Liabilities (whether contingent or absolute, direct or indirect, known or unknown to the bonuses and fees contemplated Company or matured or unmatured or otherwise) that would be required by Section 5.1(qGAAP to be reflected on a balance sheet of the Company or any of its Subsidiaries (including, in each case, the notes thereto). There are no off balance sheet arrangements to which the Company or any of its Subsidiaries is a party or otherwise involving the Company or any of its Subsidiaries. (d) Since the date of the Audited Balance SheetSheet Date, neither the Company nor any of its Subsidiaries has taken any action reasonably likely to accelerate the payment of accounts receivables (iincluding shortening payment terms, providing incentives for early payment or otherwise) has conducted its business in all material respects or to delay the payment on accounts payable to suppliers, vendors, any Governmental Authority or others, other than in the ordinary course of business except and consistent with past practice. (e) The 2011 Bookings of the Company and its Subsidiaries as disclosed herein and (iiof the Balance Sheet Date were as are set forth on Section 3.5(e) has not incurred or suffered any changes, circumstances, effects, or events that, individually or in of the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse EffectCompany Disclosure Schedule.

Financial Statements; Undisclosed Liabilities. (a) The Parent has previously furnished to Buyer the Company Group’s unaudited consolidated balance sheet of the Company as of June 30February 25, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 2018 (the “Audited Latest Balance Sheet”) and the audited statements as of operationsFebruary 26, cash flows 2017 and stockholders’ equity of the Company for the year then endedFebruary 28, 2016, and the related notes theretoconsolidated statement of operations for the twelve-month periods then ended (collectively, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively referred to herein as the “Financial Statements.” (b) Except as set forth on Schedule 3.5, the ). The Financial Statements have been prepared, in each case, in conformity in all material respects with GAAP, consistently applied, and present fairly present in all material respects the financial position of the Company at the dates thereof condition and the results of the operations of the Company Group (taken as whole) as of the dates and for the respective periods indicated. The Financial Statements reflect referred to therein consistent application with the books and records of U.S. generally accepted accounting principles throughout Parent and each member of the periods involvedCompany Group, except subject to (x) the extent disclosed thereinabsence of footnote disclosures and other presentation items and (y) changes resulting from year-end adjustments. (cb) The As of the date hereof, no member of the Company does not have Group has any Liabilities material liabilities that would be required to be included reflected or reserved against on a consolidated balance sheet of the Company Group prepared in the Financial Statements (including the notes thereto) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities accordance with GAAP, except for liabilities (i) reflected or reserved against on the Latest Balance Sheet (including any notes thereto or in the notes to the other Financial Statements), (ii) incurred after the date of the Latest Balance Sheet in the ordinary course of business since the date of the Audited Balance Sheet and consistent with past practice, (iiiii) relating to the bonuses and fees as contemplated by Section 5.1(q). this Agreement or otherwise arising in connection with the Transactions, (div) Since disclosed on the date Disclosure Schedule, (v) included in the computation of the Audited Balance SheetIndebtedness Amount, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred Net Working Capital Amount or suffered any changes, circumstances, effectsTransaction Expenses, or events that(vi) which would not, individually or in the aggregate, have resulted in or would reasonably be reasonably likely expected to result in have a Material Company Xxxxx Xxxxxxxx Adverse Effect. This representation will not be deemed breached as a result of a change in applicable Law, the Code or GAAP after the Closing. No representation or warranty is made under this Section 3.5 with respect to Taxes, employee benefits matters or environmental matters, which are covered exclusively by Section 3.9, Section 3.10 and Section 3.11, respectively.

Financial Statements; Undisclosed Liabilities. (a) The Sellers have furnished Parent with copies of the audited consolidated balance sheets of the Company and its subsidiaries as of December 31, 2007 and December 31, 2008, and the related consolidated statements of income and cash flows for the years then ended (the “Previous Accounts”). Such financial statements have been audited by the Company’s independent auditors and have been prepared in accordance with GAAP. The Sellers have furnished Parent with copies of the unaudited consolidated balance sheet of the Company and its subsidiaries as of June 30October 31, 2006 and the unaudited statements of operations, cash flows and stockholders’ equity of the Company for the six months then ended, 2009 and the related notes thereto, are included consolidated statement of income for the ten-month period then ended. Such unaudited financial statements were prepared using accounting principles consistent with those used in the Quarterly Report on Form 10-QSB preparation of the Company filed with the SEC on August 18Previous Accounts, 2006, and the audited balance sheet of the Company at December 31, 2005 (the “Audited Balance Sheet”) and the audited statements of operations, cash flows and stockholders’ equity of the Company for the year then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and except that such unaudited financial statementsstatements omit normal year-end or audit adjustments (or the pro rata portion thereof, together with the other as appropriate). (b) The financial statements set forth described in the aforementioned Form 10-QSB and Form 10-KSB, Section 3.5(a) are collectively referred to herein as the “Financial Statements.” The Financial Statements as of and for the ten-month period ended October 31, 2009 are referred to as the “Most Recent Financial Statements.” (bc) Except as set forth on Schedule 3.5, the The Financial Statements fairly present fairly, in all material respects respects, the consolidated financial position of the Company and its subsidiaries at the respective dates thereof and the consolidated results of operations and cash flows for the operations periods indicated therein in accordance with GAAP. (d) All accounts receivable, notes receivable, and other receivables of the Company and its subsidiaries are reflected on their books and records, are valid receivables subject to no setoffs or counterclaims, and, to Sellers’ Knowledge, are current and collectible and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the respective periods indicatedface of the Most Recent Financial Statements. The Books and Records used in the preparation of the Financial Statements have been kept in accordance with reasonable business practices, have complied in all material respects with all Applicable Legal Requirements, and reflect consistent application only actual transactions. (e) The system of U.S. generally accepted accounting principles throughout internal controls over financial reporting used by the periods involvedCompany and its subsidiaries is sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, except (ii) that receipts and expenditures are executed only in accordance with the authorization of management, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use, or disposition of the Company’s or any of its subsidiaries’ assets that would materially affect the Financial Statements. (f) The calculation of the Baseline Advisory Revenue Run-Rate was correctly calculated in accordance with Schedule 1.4 hereto, and the data used in such calculation and set forth in Schedule 1.4 is accurate in all material respects. (g) To the Sellers’ Knowledge, other than to the extent disclosed therein. (c) The Company does not have any Liabilities required to be included or accrued for in the Most Recent Financial Statements (including Statements, the notes thereto) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities Company and its subsidiaries have no material liabilities or obligations of any nature except: (i) liabilities and obligations incurred in the ordinary course of business since the date of the Audited Balance Sheet and Most Recent Financial Statements; (ii) relating to the bonuses liabilities and fees contemplated by Section 5.1(q). (d) Since the date of the Audited Balance Sheetobligations set forth in, the Company (i) has conducted its business in all material respects or arising under, leases, agreements, contracts, or commitments listed in the ordinary course of business except as disclosed herein Disclosure Letter (including Advisory Contracts and Material Contracts); and (iiiii) has not incurred liabilities and obligations resulting from pending or suffered any changes, circumstances, effects, or events that, individually or threatened Legal Proceedings disclosed in the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse EffectDisclosure Letter.

Financial Statements; Undisclosed Liabilities. (a) The unaudited Attached hereto as Part I of Schedule 2.06 are the consolidated balance sheet of the Company as of June 30March 31, 2006 1998, and the unaudited related consolidated statements of operations, cash flows and stockholders’ ' equity of the Company for the six months then ended, and the related notes thereto, are included in the Quarterly Report on Form 10-QSB of the Company filed with the SEC on August 18, 2006, and the audited balance sheet of the Company at December 31, 2005 (the “Audited Balance Sheet”) and the audited statements of operations, cash flows and stockholders’ equity of the Company for the year then ended, including the notes thereto (collectively, the "Financial Statements"), audited and certified by Ernst & Young LLP, the related notes thereto, are included in independent auditors retained by the Annual Report on Form 10-KSB Company. The Financial Statements fairly present the consolidated financial position and stockholders' equity of the Company filed with the SEC on May 15, 2006. All and its Subsidiaries as of the foregoing audited dates specified therein and unaudited financial statements, together the consolidated results of operations of the Company and its Subsidiaries for the period then ended in conformity with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively referred to herein as the “Financial Statementsgenerally accepted accounting principles applied on a consistent basis.” (b) Except as set forth on in Part II of Schedule 3.52.06 hereto, the Financial Statements fairly present in all material respects the financial position as of the Company at the dates thereof and the results of the operations of Closing Date neither the Company for the respective periods indicated. The Financial Statements reflect consistent application nor any of U.S. generally accepted accounting principles throughout the periods involvedits Subsidiaries has any material obligation or liability (whether accrued, except absolute, contingent, unliquidated or otherwise, whether or not known to the extent disclosed therein. Company or any Subsidiary, whether due or to become due and regardless of when asserted) other than: (ci) The Company does not have any Liabilities required to be liabilities set forth or reflected on the balance sheet included in the Financial Statements Statements, (including ii) liabilities and obligations which have arisen after the notes thereto) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities (i) incurred date of such balance sheet in the ordinary course of business since the date (none of the Audited Balance Sheet which is a liability arising from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iiiii) relating liabilities and obligations which have been disclosed and approved by the representatives to the bonuses Company's Board of Directors designated by WCAS VII and fees contemplated by Section 5.1(q). (d) Since the date of the Audited Balance Sheet, the Company (i) has conducted its business in all material respects in the ordinary course of business except as disclosed herein and (ii) has not incurred or suffered any changes, circumstances, effects, or events that, individually or in the aggregate, have resulted in or would be reasonably likely to result in a Material Adverse Effect.GTCR Fund V.