Common use of Financial Statements Clause in Contracts

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information.

Financial Statements. (a) Section 4.7(a) Since January 1, 2014, the consolidated financial statements of each of the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of Little River (including any related notes thereto) included or incorporated by reference in the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 SEC Documents: (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”i) as of July 31their respective filing dates with the SEC (or, 2023 (if such Company SEC Documents were amended prior to the “Interim Financial Statements Date”) date of this Agreement, the date of the filing of such amendment, with respect to the consolidated financial statements that are amended or restated therein), complied as to form in all material respects with applicable accounting requirements and the related statements rules and regulations of income for the seven-month period then ended SEC with respect thereto in effect at the time of such filing; (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been ii) were prepared in accordance with GAAP applied on a consistent basis throughout (except as may be indicated in the periods represented thereby, subject, notes to those financial statements); and (iii) fairly presented (except as may be indicated in the notes thereto and subject in the case of the Interim Financial Statements, unaudited statements to normal and recurring year-end audit adjustments (the effect of which will not be materially adverse) and the absence of notes (thatfootnotes, if presented, would not differ materially from those presented none of which either individually or in the Audited Financial Statements)aggregate are material) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, or Little River and its consolidated Subsidiaries, as applicable, as of the dates thereof and the consolidated statements of operations and comprehensive income, cash flows and stockholders’ equity for the periods indicated. (b) Since January 1, 2014, there has been no change in the Company’s accounting methods or principles that is material and would be required to be disclosed in the Company’s financial statements in accordance with GAAP, except as described in the notes thereto. From January 1, 2014 through the consummation of the Little River Acquisition, there were no changes in Little River’s accounting methods or principles that were material and would be required to be disclosed in Little River’s financial statements in accordance with GAAP, except as described in the notes thereto. (c) Since January 1, 2014, neither the Company nor any Third Party auditors of the Company has received any material written complaint, allegation, assertion or claim, regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls relating to periods after January 1, 2014. To the knowledge of the Company, from January 1, 2014 through the consummation of the Little River Acquisition, neither Little River nor any Representative of Little River received any material complaint, allegation, assertion or claim, regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of Little River or any of its Subsidiaries or their respective internal accounting controls. (d) The Financial Statements (a) are consistent with the books and records of the Company (which books and records its Subsidiaries have been, and are correct and complete being, maintained in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, respects in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information.

Financial Statements. (ai) Section 4.7(aThe Company has previously made available to Purchaser copies of (1) the audited consolidated statements of financial condition of the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company its Subsidiaries as of and December 31 for the fiscal years 2009 and 2010, and the related consolidated statements of operations, of comprehensive income, of changes in stockholders’ equity, and of cash flows for the fiscal years 2009 and 2010, inclusive, as reported in the Company 10-K, in each case accompanied by the audit report of Ernst & Young LLP, and (2) (x) the unaudited consolidated statements of financial condition of the Company and its Subsidiaries as of December 31 for the fiscal year 2011 and the related unaudited consolidated statements of operations, of comprehensive income, of changes in stockholders’ equity and of cash flows for the fiscal year ended December 31, 2022 and December 31, 2021 2011 (the “Audited Financial StatementsUnaudited 2011 Financials”) and (y) the unaudited consolidated statements of financial statements consisting of the balance sheet condition of the Company (the “Balance Sheet”) and its Subsidiaries as of July January 31, 2023 2011 and the related unaudited consolidated statements of operations, of comprehensive income, of changes in stockholders’ equity and of cash flows for the one (1)-month period ended January 31, 2012 (the “Interim Financial Statements Date”Financials” and (1) and (2) collectively, and including the related statements of income for the seven-month period then ended (the “Interim Financial Statements” andnotes, together with the Audited Financial Statementswhere applicable, the “Financial Statements”). The . (ii) Each of the Financial Statements have has been prepared prepared, and each of the financial statements (including the Audited 2011 Financials) to be filed by the Company with the SEC after the date of this Agreement and prior to the Closing will be prepared, in accordance with GAAP consistently applied on a consistent basis throughout the periods represented thereby, subject, covered by each such statement (except for inconsistencies in the case application of the Interim GAAP as indicated in such Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented Statements or in the Audited Financial Statementsnotes thereto). The Financial Statements (a) are , is consistent with the books and records of the Company (which books Company, and records are correct and complete fairly presents, in all material respects); (b) fairly present , the consolidated financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the respective periods indicated in all material respectsthen ended, as applicable, subject to, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented therebycase of the Interim Financials (1) the absence of notes and schedules and (2) normal year-end adjustments, and in the case of the Interim Financial StatementsUnaudited 2011 Financials, subject to the exceptions set forth absence of certain notes and schedules. (iii) Since December 31, 2010, there have been no significant changes in the preceding sentence; “off-balance sheet arrangements,” as defined in and disclosed under Item 303 of Regulation S-K under the Securities Act, to which the Company or any of its Subsidiaries is a party. (civ) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in The books and records of the notes thereto; Company and (d) comply with all Laws and Governmental Orders its Subsidiaries in all material respects have been, and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed being, maintained in accordance with management’s authorization, (ii) transactions are recorded applicable legal and accounting requirements and reflect only actual transactions. Ernst & Young LLP was not dismissed as necessary to permit preparation of financial statements independent public accountants of the Company as a result of or in conformity connection with GAAP applied any disagreements with the Company on a consistent basis and to maintain accountability for assetsmatter of accounting principles or practices, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified financial statement disclosure or received notice from an independent auditor of (x) any significant deficiency auditing scope or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationprocedure.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains complete Complete copies of the audited Company’s unaudited financial statements consisting of the balance sheet, statement of income, statement of cash flow and statement of members’ equity sheet of the Company as at December 31 in the year 2014 and the related statements of and income for the fiscal years year then ended December 31, 2022 and December 31, 2021 (the “Audited Unaudited Financial Statements”) ), and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of at July 31, 2023 (the “Interim Financial Statements Date”) 2015 and the related statements of income for the seven-seventh- month period then ended (the “Interim Financial Statements” and, and together with the Audited Unaudited Financial Statements, the “Financial Statements”)) are included in the Disclosure Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in accordance with GAAP applied on a consistent basis throughout the periods represented therebyperiod involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with based on the books and records of the Company (which books Company, and records are correct and complete fairly present in all material respects); (b) fairly present respects the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July 31, 2015 is referred to herein as the “Interim Financial Statements, subject to Balance Sheet” and the exceptions set forth in date thereof as the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) “Interim Balance Sheet Date”. The Company maintains a standard system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed established and administered in accordance with management’s authorization, (ii) transactions are recorded as necessary GAAP to permit preparation the best of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationits ability.

Financial Statements. (a) Section 4.7(a) The financial statements of Parent included in the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow Original Offering Circular and statement of members’ equity of the Company as of and Parent’s consolidated financial statements for the fiscal years two (2) month period ended December 31February 28, 2022 and December 312007 (collectively, 2021 (the “Audited Parent Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied (except as may be indicated in the notes thereto) on a consistent basis throughout the periods represented therebyindicated (except as may be indicated in the notes thereto), and present fairly in all material respects the financial condition and results of operations of Parent as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of the Interim Financial Statementsunaudited interim statements, to normal and recurring year-end adjustments (the effect of adjustments, which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statementsmaterial). The Parent Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include contain any extraordinary material items of a special or nonrecurring operation or transaction nature, except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentencestated therein. (b) The Company maintains a system Parent Financial Statements have been prepared from, and in accordance with, the books and records of internal Parent, which have been, and are being, kept and maintained in accordance with Parent’s normal and customary practices and applicable material legal and accounting controls sufficient to provide reasonable assurance that requirements. (c) Parent has no material Liabilities, except: (i) transactions are executed Liabilities accrued or reserved for in accordance with management’s authorization, the Parent Financial Statements; (ii) transactions are recorded as necessary to permit preparation of financial statements of Liabilities described in the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, Original Offering Circular; (iii) access to assets is permitted only Liabilities incurred since the latest balance sheet date in accordance the ordinary course of business consistent with management’s authorization, and past practice; or (iv) obligations of Parent pursuant to this Agreement; provided, that all Liabilities of the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences type described in clauses (“Internal Controls”). The Company has not identified iii) or received notice from an independent auditor of (xiv) any significant deficiency above would not, individually or material weakness in the system aggregate, result in a Parent Material Adverse Effect, and none of Internal Controls utilized by the CompanyLiabilities described in clause (iii) results from, (y) any factsarises out of, that in their totalityrelates to, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role is in the preparation nature of financial statements or the Internal Controls utilized was caused by the Companyany breach of contract, tort, breach of warranty, infringement or (z) any claim or allegation regarding any violation of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationLaw.

Financial Statements. Each of the consolidated balance sheets, and the related consolidated statements of operations, cash flows and changes in equity, included or incorporated in the Puyi SEC Reports: (a) Section 4.7(a) complied as to form, as of its date of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the Company Disclosure Schedule contains complete copies SEC with respect thereto, (b) has been prepared from, and are in accordance with, the books and records of the audited balance sheetPuyi Group Companies in all material respects, statement (c) present fairly in all material respects the consolidated financial position of incomethe Puyi Group Companies as of the dates shown and the results of the consolidated operations, statement of cash flow flows and statement of members’ changes in equity of Puyi and the Company consolidated Puyi Group Companies for the respective fiscal periods or as of and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented therebyrespective dates therein set forth, subject, in the case of the Interim Financial Statementsany unaudited financial statements, to normal and recurring year-end adjustments (the effect omission of which will not be materially adverse) and the absence certain notes, exclusion of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and cash flow statements in the case of interim financial information and normal year-end and audit adjustments and (d) has been prepared in accordance with GAAP consistently applied during the Interim Financial Statementsperiods involved, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly otherwise set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders , subject, in all material respects and subject the case of any unaudited financial statements, to the exceptions set forth omission of certain notes, exclusion of cash flow statements in the preceding sentence. case of interim financial information and normal year-end and audit adjustments. No Puyi Group Company has any Liabilities or obligations of any nature (babsolute, accrued, contingent or otherwise) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed which do not have adequate reserves under GAAP in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability described above, except for assetsLiabilities that have arisen since June 30, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness 2023 in the system ordinary and usual course of Internal Controls utilized by business and consistent with past practice and that, individually or in the Companyaggregate, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have not had and would not have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationPuyi Material Adverse Effect.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains Sellers have previously delivered to Buyer true and complete copies of of: (i) the audited balance sheet, statement sheets and statements of income, statement of retained earnings and cash flow and statement of members’ equity of the Company flows as of and for the its fiscal years ended December 31, 2022 2022, and December 31, 2021 2021, including all applicable footnotes with respect to the Business; and (the “Audited Financial Statements”ii) unaudited interim balance sheets and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) income, retained earnings and cash flows as of July 31and for the nine-month period ended September 30, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Current Financial Statements” and, together with the Audited Financial Statementsitems described in clause (i) above, the “Financial Statements”)) of the Business. (b) The Financial Statements present fairly in all material respects the financial condition of Sellers as at the end of the covered periods and the results of its operations and its cash flows for the periods covered thereby. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented therebycovered periods, and subject, in the case of the Interim Current Financial Statements, subject to year-end audit adjustments (which will not, in the aggregate, be material) and the lack of footnotes. (c) Except as and to the exceptions extent disclosed in the Current Financial Statements, Sellers have no liabilities of any kind other than (x) executory obligations under Sellers agreements that are not required to be set forth in the preceding sentence; Current Financial Statements in accordance with GAAP, (cy) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth liabilities incurred in connection with the transactions contemplated by this Agreement and the other Transaction Documents, and (z) liabilities incurred in the notes thereto; and ordinary course of business since July 31, 2023 (the “Financial Statement Date”). (d) comply The books of account and other financial records of Sellers with respect to the Business, all Laws of which have been made available to Buyer are materially complete and Governmental Orders correct and represent actual, bona fide transactions and have been maintained materially in all material respects accordance with sound business practices and the requirements of Section 13(b)(2) of the Exchange Act (regardless of whether Sellers are subject to that Section or not), including the exceptions set forth in the preceding sentencemaintenance of a materially adequate system of internal controls. (be) The Company the Business maintains a system of internal accounting controls sufficient sufficient, in all material respects, to provide reasonable assurance that assurances (i) transactions are executed in accordance with management’s authorization, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (ii) that receipts and expenditures are being made in accordance with appropriate authorizations of the Company in conformity with GAAP applied on a consistent basis management and to maintain accountability for assets, (iii) access to regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified of Sellers or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationits affiliates.

Financial Statements. Each of the consolidated balance sheets, and the related consolidated statements of operations, cash flows and changes in equity, included or incorporated in the Fanhua SEC Reports: (a) Section 4.7(a) complied as to form, as of its date of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the Company Disclosure Schedule contains complete copies SEC with respect thereto, (b) has been prepared from, and are in accordance with, the books and records of the audited balance sheetFanhua Group Companies in all material respects, statement (c) present fairly in all material respects the consolidated financial position of incomethe Fanhua Group Companies as of the dates shown and the results of the consolidated operations, statement of cash flow flows and statement of members’ changes in equity of Fanhua and the Company consolidated Fanhua Group Companies for the respective fiscal periods or as of and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented therebyrespective dates therein set forth, subject, in the case of the Interim Financial Statementsany unaudited financial statements, to normal and recurring year-end adjustments (the effect omission of which will not be materially adverse) and the absence certain notes, exclusion of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and cash flow statements in the case of interim financial information and normal year-end and audit adjustments and (d) has been prepared in accordance with GAAP consistently applied during the Interim Financial Statementsperiods involved, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly otherwise set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders , subject, in all material respects and subject the case of any unaudited financial statements, to the exceptions set forth omission of certain notes, exclusion of cash flow statements in the preceding sentence. case of interim financial information and normal year-end and audit adjustments. None of the Fanhua Group Companies has any Liabilities or obligations of any nature (babsolute, accrued, contingent or otherwise) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed which do not have adequate reserves under GAAP in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability described above, except for assetsLiabilities that have arisen since December 31, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness 2022 in the system ordinary and usual course of Internal Controls utilized by business and consistent with past practice and that, individually or in the Companyaggregate, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have not had and would not have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationFanhua Material Adverse Effect.

Financial Statements. Sellers have delivered to Buyer: (a) Section 4.7(a) [unaudited] consolidated balance sheets of the Company Disclosure Schedule contains complete copies Acquired Companies as at in each of the audited balance sheetyears through , statement and the related [unaudited] consolidated statements of income, statement of changes in stockholders' equity, and cash flow and statement of members’ equity for each of the Company fiscal years then ended, [together with the report thereon of , independent certified public accountants,] (b) a consolidated balance sheet of the Acquired Companies as at (including the notes thereto, the "Balance Sheet"), and the related consolidated statements of income, changes in stockholders' equity, and cash flow for the fiscal year then ended, together with the report thereon of , independent certified public accountants, and (c) an unaudited consolidated balance sheet of the Acquired Companies as at (the "Interim Balance Sheet") and the related unaudited consolidated statements of income, changes in stockholders' equity, and cash flow for the months then ended, including in each case the notes thereto. Such financial statements and notes fairly present the financial condition and the results of operations, changes in stockholders' equity, and cash flow of the Acquired Companies as at the respective dates of and for the fiscal years ended December 31periods referred to in such financial statements, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared all in accordance with GAAP applied on a consistent basis throughout the periods represented thereby[, subject, in the case of the Interim Financial Statementsinterim financial statements, to normal and recurring year-end adjustments (the effect of which will not not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented included in the Audited Financial StatementsBalance Sheet). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects)]; (b) fairly present the financial condition statements referred to in this Section 3.4 reflect the consistent application of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis such accounting principles throughout the periods represented therebyinvolved [, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth disclosed in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to such financial statements]. No fina ncial statements of any Person other than the exceptions set forth Acquired Companies are required by GAAP to be included in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of consolidated financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information.

Financial Statements. (a) Section 4.7(aThe Company has delivered to the Purchaser or its Representatives the following financial statements (collectively, the "Company Financial Statements"): (a) of the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity sheets of the Company as of December 31, 2003 and December 31, 2002 and the related audited statements of income and cash flows for the fiscal years ended December 31, 2022 2003 and December 31, 2021 2002; and (b) the unaudited consolidated balance sheet (the “Audited Financial Statements”"Company Unaudited Balance Sheet") and unaudited financial statements consisting of the balance sheet of the Company as of December 31, 2004 (the “"Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Sheet Date”") and the related statements unaudited statement of income and cash flows for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”)ended. The Company Financial Statements are accurate and complete in all material respects, have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods represented thereby, subject, covered except as noted therein and present fairly in all material respects the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records financial position of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared thereof and the results of the operations and cash flows of the Company for the periods indicated in all covered thereby; provided, that, the unaudited financial statements are subject to year-end audit adjustments (which will not be material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and either individually or in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (caggregate) and do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with contain all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentencefootnotes required under generally accepted accounting principles. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) that: transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis generally accepted accounting principles and to maintain accountability for assetsasset accountability. The Company has delivered to Purchaser or its Representatives accurate and complete copies of, (iii) access to assets is permitted only in accordance with management’s authorizationall written descriptions of, and (iv) all policies, manuals and other documents promulgating, any internal accounting controls which have been adopted and implemented by the recorded accountability for assets is compared with the existing assets at reasonable intervals Company and appropriate action is taken with respect to any differences (“Internal Controls”)are presently in effect. The Company has not identified or received notice from an independent auditor entered into any securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) of (xRegulation S-K under the Exchange Act) any significant deficiency or material weakness in the system of Internal Controls utilized by the Companysince September 1, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information2001.

Financial Statements. (a) Section 4.7(aSeller has furnished, or will furnish, to Recycling the following financial information, Schedules, and other disclosures: (1) of the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and Audited financial statements for the Seller for its fiscal years ended December 31, 2022 1994, 1995 and December 311996, 2021 each prepared in accordance with GAAP (collectively the “"Audited Financial Statements”"). RII Sub and Parent acknowledge receipt of the Audited Financial Statements prior to the execution of this Agreement. (2) Unaudited financial statements prepared for the period from January 1, 1997 through September 30, 1997 and within 20 business days after each month ending following the date of this Agreement, unaudited financial statements consisting of prepared in the balance sheet of same manner which they are currently prepared (collectively the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim "Unaudited Financial Statements” and"). (3) Copies of Seller's tax returns for its tax years ended in 1993, together with the 1994, 1995 and 1996. (b) The Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout and the periods represented thereby, subject, Unaudited Financial Statements will be or have been prepared in the case same manner which they are currently prepared and present fairly the financial condition of Seller as of such dates and the Interim results of operations of Seller for such periods; PROVIDED, HOWEVER, that the Unaudited Financial Statements, Statements are subject to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and lack footnotes and other presentation items. The Audited Financial Statements and the absence of notes Unaudited Financial Statements are collectively referred to as the "Seller Financial Statements." (thatc) Since December 31, if presented1996, would not differ materially from those presented there has been (1) no material adverse change in the Audited Financial Statements). The Financial Statements (a) are consistent with assets or liabilities, or in the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the business or financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and or in the results of the operations of the Company for the periods indicated in all material respectsBusiness, in each casewhether as a result of any legislative or regulatory change, in accordance with GAAPrevocation of any Permits, applied on a consistent basis throughout the periods represented therebyfire, and in the case explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary God or nonrecurring operation other public force or transaction except as expressly set forth in the notes theretootherwise; and (d2) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth no change in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorizationassets or liabilities, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the CompanyBusiness or condition, (y) any factsfinancial or otherwise, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation results of financial statements or the Internal Controls utilized by the Companyoperations, or (z) any claim loss of customers or allegation regarding any prospects of the foregoing. There are no significant deficiencies or material weaknesses Seller, except in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affectOrdinary Course which have not, in the aggregate or individually, had a material manner, adverse effect on the Company’s ability to record, process, summarize and report financial informationBusiness.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and Seller has delivered to Buyer unaudited financial statements consisting of copies of the balance sheet of the Company (the “Interim Balance Sheet”) as of July 31at September 30, 2023 2017 (the “Interim Financial Statements Balance Sheet Date”) and the related statements of income and retained earnings and cash flows for the seven-month period then ended, and the audited financial statements of the Company consisting of the balance sheet of the Company as at December 31, 2016, the related statements of income and retained earnings equity and cash flows for the year then ended (the “Interim Financial Statements” and, together with the Audited Financial Statementscollectively, the “Financial Statements”). The relevant Financial Statements have been prepared reflect in accordance all material respects the financial position and results of operations of the Company as at the respective dates indicated and for the respective periods then ended in conformity with GAAP applied on a consistent basis throughout the periods represented therebycovered thereby except (i) for the adjustments disclosed in Section 2.7 of the Seller Disclosure Schedule or in the Financial Statements, subject(ii) in the case of the interim Financial Statements, for the absence of notes and other presentation items thereto and (iii) that, in the case of the Interim interim Financial Statements, such interim Financial Statements are prepared consistent with historical reporting practices and are subject to normal and recurring year-end adjustments (the effect of which that will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentencematerial. (b) The Company maintains a system of materially accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls sufficient to that provide reasonable assurance that (i) material transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Company in conformity accordance with GAAP applied on a consistent basis and to maintain accountability for the Company’s assets, (iii) access to the reporting of the Company’s assets is permitted only in accordance compared with management’s authorization, existing assets at regular intervals and (iv) material accounts and other material receivables and inventory are recorded in good faith and reserves established against them based upon actual prior experience and in accordance with GAAP, and proper procedures are implemented for the recorded accountability for assets is compared with collection thereof on a commercially reasonable basis. To the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor Knowledge of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the CompanySeller, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There there are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls Company’s internal control structure and procedures over financial reporting that would reasonably be expected reporting. Seller has heretofore made available to adversely affectthe Buyer a true and complete copy of any material disclosure (or, in if unwritten, a material manner, summary thereof) by any Representative of the Company to the Company’s independent auditors relating to (x) any significant deficiencies in the design or operation of internal controls that could materially adversely affect the ability of the Company to record, process, summarize and report financial informationdata and any material weaknesses in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. (c) The Company possesses books and records that contain all material financial and other information from the date of its inception through the date hereof necessary for the preparation of financial statements. (d) All accounts receivable reflected on the Interim Balance Sheet represent bona fide, current and valid obligations arising from sales actually made or services actually performed in the ordinary course of business, subject to any reserves reflected in the Interim Balance Sheet. Since the Interim Balance Sheet Date, neither Seller nor any of the Acquired Entities has received written notice from any obligor of any accounts receivable that such obligor is refusing to pay or contesting payment other than for any disputes not exceeding $100,000.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains has made available to Purchaser true, correct and complete copies of the audited balance sheet, statement of income, statement of cash flow unaudited consolidated financial statements and statement of members’ equity company registration records of the Company Group Companies (i) as of and for the fiscal years year ended December 2016, (ii) as of and for the year ended 2017, and (ii) as of and for the year of 2018 up until August 31, 2022 and December 31, 2021 2018 (the “Audited Company Statement Date”) (collectively, the “Company Financial Statements”) and unaudited financial statements consisting a copy of which is attached hereto as Schedule II. (b) Except as disclosed in Section 4.10 (b), the Company Financial Statements (i) have been prepared in accordance with the books and records of the balance sheet of the Company respective Group Company, (the “Balance Sheet”ii) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (aiii) are consistent with the books and records of the Company (which books and records are true, correct and complete in all material respects); , and (biv) fairly present the financial condition and position of the Company and its assets and Liabilities Group Companies in all material respects on a consolidated basis as of the respective dates they were prepared indicated therein and the results of the operations and cash flows of the Company Group Companies on a consolidated basis for the periods indicated in all material respectstherein, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and except in the case of unaudited financial statements for the Interim Financial Statementsomission of notes thereto and normal year-end audit adjustments that are not expected to be material. All of the accounts receivable owing to any of the Group Companies, subject to the exceptions including without limitation, all accounts receivable set forth in the preceding sentence; Company Financial Statements, constitute valid and enforceable claims, and no further goods or services are required to be provided in order to complete the sales and to entitle the applicable Group Company to collect in full in respect of any such receivables. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any accounts receivable of any Group Company. (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth Each Group Company has maintained accurate books of accounts and records which reflect such Group Company’s assets and liabilities and maintain and have maintained for all periods reflected in the notes thereto; Company Financial Statements, proper and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of adequate internal accounting controls sufficient to that provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit accurate preparation of its financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accurate accountability for its assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (ivii) the recorded accountability for reporting of its assets is compared with the existing assets at reasonable regular intervals and appropriate action is taken with respect to any differences material differences, and (“Internal Controls”)iii) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. The Company To the Knowledge of Warrantors, no auditor, Affiliate, accountant or representative of Company, has not identified received or received notice from an independent auditor otherwise had or obtained knowledge of (x) any significant deficiency material complaint, allegation, assertion or claim, or any material weakness in or significant deficiency, whether written or oral, regarding the system accounting or auditing practices, procedures, methodologies or methods of Internal Controls utilized by the CompanyGroup Companies, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have taken as a role in the preparation of financial statements or the Internal Controls utilized by the Companywhole, or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Group Companies have engaged in questionable accounting or auditing practices. (zd) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected off-balance sheet financing arrangements to adversely affect, in which any Group Company is a material manner, the Company’s ability to record, process, summarize and report financial informationparty.

Financial Statements. Each of (ai) Section 4.7(a) the audited consolidated financial statements of the Company Disclosure Schedule contains complete copies of the audited balance sheetCompany, statement of income, statement of cash flow and statement of members’ equity of the Company as of and for the fiscal years year ended December March 31, 2022 2012, consisting of a consolidated balance sheet and December 31the related consolidated statements of operations, 2021 stockholders’ equity (deficit) and cash flows for such fiscal year (the “Audited Financial Statements”), and (ii) and unaudited consolidated financial statements consisting of the balance sheet of the Company (for the “Balance Sheet”) as of July nine month period ended December 31, 2023 (the “Interim Financial Statements Date”) 2012, consisting of a consolidated balance sheet and the related consolidated statements of income operations, stockholders’ equity (deficit) and cash flows for the seven-such nine month period then ended (the “Interim Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements , (a) comply as to form in all material respects with applicable accounting requirements and published rules and regulations of the Commission with respect thereto; (b) have been prepared in accordance with GAAP GAAP, except where noted with respect to the Unaudited Financial Statements, applied on a consistent basis throughout the periods represented thereby, covered thereby (subject, in the case of the Interim Unaudited Financial Statements, Statements to normal and recurring year-end adjustments and other adjustments required by the Company’s independent auditors (the effect of which that will not be materially adverse) material in amount or effect), and the absence of notes all required footnotes thereto (that, if presented, would not differ materially from those presented included in the Audited Financial Statements). The Financial Statements ); and (ac) are consistent with the books and records of the Company (which books and records are correct and complete fairly present in all material respects); respects the consolidated financial condition, stockholders’ equity and results of operations and cash flows (bas applicable) fairly present the financial condition of the Company and its assets and Liabilities Debtors as of the respective dates they were prepared thereof and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, referred to therein. True and in the case correct copies of the Interim Financial Statements, subject Statements have been made available to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentenceInvestors. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information.

Financial Statements. The Keys Group has furnished to Buyer: (ai) Section 4.7(a) the consolidated audited balance sheet of the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and Keys Group for the fiscal years ended ending December 31, 2022 2002, December 31, 2003 and December 31, 2021 (the “Audited Financial Statements”) 2004 and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income and operations for the sevenyear then ended (the “Year-month period End Balance Sheets”); and (ii) the consolidated unaudited balance sheets of the Keys Group as of May 31, 2005 and related statements of income and operations for the five (5) months then ended (the “Interim Financial Statements” andBalance Sheets”), together with copies of which are attached hereto as Schedule 4.1(g)(i) (collectively, the Audited Financial Statements, Year-End Balance Sheets and the Interim Balance Sheets are the “Financial Statements”). The Financial Statements were prepared based upon the books and records of the Keys Group. Except as otherwise set forth on Schedule 4.1(g)(ii), the Financial Statements have been prepared in accordance conformity with GAAP as applied by Keys Group on a basis consistent basis throughout with prior years and fairly present in all material respects the financial condition of the Keys Group, as of the dates indicated, and the results of its operations for the periods represented therebyindicated, subject, except as otherwise stated therein and in the case of the Interim Financial StatementsBalance Sheets, to except for normal and recurring year-end adjustments (the effect of which will not not, individually or in the aggregate, be materially adverse) and ), the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results lack of physical inventory. Other than as set forth on Schedule 4.1(g)(ii), the operations Keys Group does not have any liabilities or obligations of the Company for the periods indicated any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise) that are of a type required to be disclosed or reflected in all material respects, in each case, financial statements prepared in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and GAAP except (i) liabilities or obligations reflected or reserved against in the case Financial Statements and (ii) liabilities incurred in the ordinary course of business since the date of the Interim Financial Statements, subject Balance Sheets that are not individually or in the aggregate material to the exceptions Keys Group. Other than as set forth in the preceding sentence; (con Schedule 4.1(g)(iii) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorizationhereto, (ii) transactions are recorded as necessary to permit preparation of financial statements no member of the Company in conformity with GAAP applied on Keys Group has guaranteed the indebtedness or obligations of any person or entity (other than a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) member of the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”Keys Group). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding has the right to appoint any of the foregoing. There are no significant deficiencies directors or material weaknesses in the design or operation officers of any entity (other than a member of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationKeys Group).

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains complete copies sets forth the drafted audited consolidated balance sheet and statements of operations and cash flows for the Group as of and, where applicable, for each of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and for the fiscal years ended twelve-month periods ending December 31, 2022 2013 and December 31, 2021 2014 (collectively, the financial statements referred to above, the “Audited Financial Statements”) and unaudited financial statements consisting management accounts as of and for the balance sheet of twelve-month period ending December 31, 2015 and the Company nine (9)-month period ending on September 30, 2016 (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial StatementsManagement Accounts” and, together with the Audited Financial Statements, the “Financial Statements”). The Audited Financial Statements (i) have been prepared in accordance with GAAP applied on a consistent basis throughout the books and records of each Group Company and (ii) fairly present in all material respects the consolidated financial condition and position of the Group as of the dates indicated therein and the consolidated results of operations and cash flows of the Group for the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements)indicated therein. The Financial Statements (a) are consistent Management Accounts have been prepared in accordance with the books and records of the Company (which books Group Companies and records are correct fair and complete in all material respects); (b) fairly present do not materially misstate the profits or losses of the Group for the financial condition period to which they relate. All of the Company and its assets and Liabilities as accounts receivable owing to any of the respective dates they were prepared Group Companies, including without limitation all accounts receivable set forth on the Financial Statements, constitute valid and enforceable claims and are good and collectible in the results ordinary course of the operations of the Company for the periods indicated business in all material respects, in each case, in accordance with GAAP, applied net of any reserves shown on the Financial Statements (which reserves are adequate and were calculated on a basis consistent basis throughout the periods represented therebywith US GAAP), and no further goods or services are required to be provided in order to complete the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis sales and to maintain accountability for assetsentitle the applicable Group Company to collect in full. There is no material contingent or asserted claims, (iii) access refusals to assets is permitted only in accordance with management’s authorizationpay, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken or other rights of set-off with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any accounts receivable of the foregoing. There are no significant deficiencies or material weaknesses in Group Companies to the design or operation Knowledge of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationWarrantors.

Financial Statements. (a) Section 4.7(aAttached as Schedule 2.4(a) of the Company Disclosure Schedule contains complete copies of Letter are (i) the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the combined balance sheet of the Company Business as of December 31, 2012 (the “Balance Sheet”) as of July 31, 2023 (and such date, the “Interim Financial Statements Balance Sheet Date”) and the related unaudited combined statements of income profits and losses and cash flows, in each case, for the seventwelve-month period then ended, and (ii) the unaudited combined balance sheet of the Business as of March 31, 2013 and the related unaudited combined statements of profits and losses and cash flows, in each case, for the three-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statementsall such financial statements, the “Financial Statements”). The Financial Statements have been prepared fairly present in all material respects the financial position of the Business as of the dates indicated and the results of operations of the Business for the periods indicated, in accordance with GAAP applied on a consistent basis throughout the periods represented therebyspecified, subjectexcept as expressly set forth therein and except that the Financial Statements (x) do not contain footnotes and the disclosures required therein and (y) as of and for the three-month period ended on March 31, in the case of the Interim Financial Statements, 2013 are subject to normal and recurring year-end adjustments (the effect of which will would not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statementsmaterial). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system Transferred Companies maintain systems of internal accounting controls sufficient in all material respects to provide reasonable assurance that (ienable officers of Rockwood to give the certifications called for by Rule 13a-14(a) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (ivb) under the recorded accountability for assets is compared with Securities Exchange Act of 1934, as amended. (c) Since the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified Lookback Date, no director or received notice from an independent auditor officer of (x) any significant deficiency Parent or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies Transferred Companies or, to Parent’s Knowledge, non-officer employee, external auditor, external accountant or material weaknesses in the design similar authorized representative of Parent or operation any of the Internal Controls over financial reporting Transferred Companies, has received or otherwise been made aware of any material written complaint, allegation or claim regarding the accounting or auditing practices, procedures, methodologies or methods of any of the Transferred Companies or their respective internal accounting controls, including any material written complaint, allegation or claim that would reasonably be expected to adversely affect, any of the Transferred Companies has engaged in a material manner, the Company’s ability to record, process, summarize and report financial informationquestionable accounting or auditing practices.

Financial Statements. Seller has delivered to Buyer copies of the following financial statements of the Seller Entities and the Acquired Companies (“Financial Statements”), which Financial Statements are maintained on an accrual basis: (a) Section 4.7(a) of the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company Unaudited Balance Sheet dated as of March 31, 2024 (the “Balance Sheet Date”); (b) Unaudited Income Statement for the three-month period ended on the Balance Sheet Date; and (c) Unaudited Balance Sheets and Income Statements for the fiscal years ended December 31, 2022 2023 and December 312022. Except as set forth in Schedule 3.4, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The such Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (amonthly financial statements delivered pursuant to Section 5.6 will be) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented therebyindicated. Such Balance Sheets present fairly in all material respects (and, and in the case of financial statements delivered pursuant to Section 5.6, will present fairly in all material respects) the Interim Financial Statementsfinancial condition of each Seller Entity and Acquired Company as of the dates indicated thereon, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders such Income Statements present fairly in all material respects and subject to the exceptions set forth (and, in the preceding sentence. case of financial statements delivered pursuant to Section 5.6, will present fairly in all material respects) the results of operations of each Seller Entity and Acquired Company for the periods indicated thereon. Except as disclosed on Schedule 3.4, none of the Seller Entities or the Acquired Companies has any material liabilities of any nature (bwhether accrued, absolute, contingent or otherwise) The that are of a type required to be disclosed or reflected in financial statements of a Seller Entity or Acquired Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that in accordance with GAAP except for (i) transactions are executed liabilities reflected or reserved against in accordance with management’s authorization, the Financial Statements (including the notes thereto) and (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness liabilities incurred in the system ordinary course of Internal Controls utilized by business since the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationBalance Sheet Date.

Financial Statements. (a) Section 4.7(a) of Telcom and Percom has heretofore delivered to the Company Disclosure Schedule contains complete copies of Bright Holders the following financial statements: i. the audited consolidated balance sheet, statement sheets of income, statement of cash flow Telcom and statement of members’ equity of the Company Percom as of and for the fiscal years ended December 31, 2022 and December 311999, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income and cash flows (or the equivalent) for the seventwelve-month period then ended ended; ii. the unaudited consolidated balance sheets of Telcom and Percom as of March 31, 2000 (the “Interim Financial Statements” and"Latest Balance Sheet"), together with and the Audited Financial Statements, related statements of income and cash flows (or the “Financial Statements”)equivalent) for the three-month period then ended. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case Each of the Interim Financial Statements, to normal and recurring year-end adjustments foregoing financial statements (including in all cases the effect of which will not be materially adverse) and the absence of notes (thatthereto, if presentedany) is accurate and complete in all material respects, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are is consistent with the books and records of the Company Telcom and Percom (which books and records which, in turn, are correct accurate and complete in all material respects); (b) and has been prepared in accordance with generally accepted accounting principles, consistently applied, and fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated present, in all material respects, in each casethe consolidated financial condition of Telcom and Percom, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in as the case may be, as of the Interim Financial Statementsdates thereof and the consolidated results of operations and cash flows of Telcom and Percom for the period shown therein, except that the financial statements in item ii above are subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; absence of footnotes and (d) comply with all Laws to normal year-end audit adjustments. As of this date and Governmental Orders in all material respects and subject immediately prior to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that Closing, PCS Holdings (i) transactions are executed in accordance with management’s authorizationwill have no material assets, liabilities or obligations, (ii) transactions are recorded as necessary will not be a party to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis any material contracts and to maintain accountability for assets, (iii) access to assets is permitted only will not have engaged in accordance with management’s authorizationany business operations, except that PCS Holdings will adopt a stock option plan and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who will have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any granted stock options as set forth on Section 4C of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationDisclosure Letter.

Financial Statements. (a) Section 4.7(a) of the The Company Disclosure Schedule contains complete has previously made available to Buyer copies of the audited consolidated balance sheet, statement of income, statement of cash flow and statement of members’ equity sheets of the Company as of December 31 for the fiscal years 2001 through 2004 and the related consolidated statements of income, consolidated statement of changes in stockholders’ equity and consolidated statement of cash flows for the fiscal years 2001 through 2004, as reported in the Company’s Annual Report on Form 10-KSB for the fiscal years ended December 31, 2022 and 2004 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of the Company’s independent registered public accountants. The December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the 2004 consolidated balance sheet of the Company (including the “Balance Sheet”related notes, where applicable) fairly presents the financial position of the Company as of July 31the date thereof, 2023 (the “Interim Financial Statements Date”) and the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present, and the financial statements of income for to be filed by the seven-month period then ended (the “Interim Financial Statements” and, together Company with the Audited Financial Statements, SEC after the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, date of this Agreement will fairly present (subject, in the case of the Interim Financial Statementsunaudited statements, to recurring audit adjustments normal in nature and recurring year-end adjustments amount), the results of the operations and financial position of the Company for the respective fiscal periods or as of the respective dates therein set forth; each of such statements, (including the effect of which will not be materially adverserelated notes, where applicable) complies, and the absence financial statements to be filed by the Company with the SEC after the date of notes this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (thatincluding the related notes, if presentedwhere applicable) has been, would not differ materially from those presented and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the Audited Financial Statements)notes thereto or, in the case of unaudited statements, as permitted by Form 10-QSB. The Financial Statements (a) are consistent with the books and records of the Company (which books have been, and records are correct being, maintained in accordance with GAAP and complete in all material respects); (b) any other applicable legal and accounting requirements and reflect only actual transactions. To the knowledge of the Company, the non-audited, company prepared consolidated financial statements of the Company as of March 31, 2005 fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentencethat date. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information.

Financial Statements. 4.7.1 The consolidated and consolidating financial statements of Valvino and its consolidated Subsidiaries (a) including Xxxx Las Vegas and its consolidated Subsidiaries), delivered to the Lenders pursuant to Section 4.7(a3.1.16 on the Closing Date, were, and, in the case of financial statements to be delivered after the Closing Date pursuant to Section 5.6.5, will be, prepared in conformity with GAAP and fairly present in all material respects the financial position (on a consolidated and consolidating basis) of the Company Disclosure Schedule contains complete copies entities described in such financial statements as of the audited balance sheet, statement respective dates thereof and the results of income, statement of operations and cash flow flows (on a consolidated and statement of members’ equity consolidating basis) of the Company as entities described therein for each of and for the fiscal years ended December 31periods then ended, 2022 and December 31subject, 2021 (in the “Audited Financial Statements”) and case of any such unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31statements, 2023 (the “Interim Financial Statements Date”) to changes resulting from audit and normal year-end adjustments. All such financial statements, including the related statements of income for the seven-month period then ended (the “Interim Financial Statements” andschedules and notes thereto, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis consistently throughout the periods represented thereby, subject, involved (except as approved by the firm of accountants mentioned in the case Bank Credit Agreement and disclosed in such financial statements). Valvino and its Subsidiaries do not have any material "Guarantee Obligations" (as defined in the Bank Credit Agreement), contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph and that are required to be reflected in such financial statements. During the period from June 30, 2002 to and including the Closing Date there has been no "Disposition" (as defined in the Bank Credit Agreement), by Valvino or any of its Subsidiaries of any material part of its business or property except any Disposition in connection with the transactions contemplated by the initial public offering of the Interim Financial Statementsstock of Wynn Resorts, to normal and recurring year-end adjustments (Limited or the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentenceOperative Documents. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance 4.7.2 Since December 31, 2001, there has been no development or event that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would could reasonably be expected to adversely affect, in have a material manner, the Company’s ability to record, process, summarize and report financial informationMaterial Adverse Effect.

Financial Statements. SiTech shall prepare and deliver to Mentor (ai) Section 4.7(a) of the Company Disclosure Schedule contains complete copies of the audited balance sheetannually, statement of income, statement of cash flow and statement of members’ equity of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income and cash flows of SiTech at and for each fiscal year beginning with the seven-month period then ended year in which the Effective Date occurs and ending with the year immediately prior to the year in which the Option Notice is delivered (the “"Financial Statements"); (ii) quarterly, the unaudited balance sheet and related statements of income and cash flows of SiTech for each quarter of each fiscal year beginning with the year in which the Effective Date occurs and ending with the quarterly period next preceding the date of the Option Notice (the "Interim Financial Statements” and"); and (iii) at Mentor's written request, together audited Financial Statements for any fiscal year beginning with the year in which the Effective Date occurs and for the period beginning with the beginning of the fiscal year in which the Option Notice is given and ending on the date of the Option Notice (the "Audited Financial Statements"). As of the Closing, the internal books and records of SiTech from which the Financial Statements, the “Interim Financial Statements and the Audited Financial Statements are prepared will not contain any information which is false or misleading. All Financial Statements”). The , Interim Financial Statements have been and Audited Financial Statements (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the such books and records of the Company records; (which books ii) will be prepared in accordance with SiTech's accounting policies and records are correct principles, and complete will be in all material respectsaccordance with generally accepted accounting principles consistently applied ("GAAP"); and (biii) will present fairly present the SiTech's financial condition of the Company position and its assets and Liabilities as of the respective dates they were prepared and the results of operations at the operations of the Company dates and for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentencereflected therein. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information.

Financial Statements. (a) Attached as Section 4.7(a3.4(a)(i) of the Company Disclosure Schedule contains Letter are true, correct and complete copies of (i) the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity financial statements of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 2023 (the “Audited Financial Statements”), and (ii) and the unaudited financial statements consisting of the balance sheet of the Company as of and for the six (6) month period ended June 30, 2024 (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Unaudited Financial Statements,” and, and together with the Audited Financial Statements, the “Financial Statements”). The Except as set forth in Section 3.4(a)(ii) of the Disclosure Letter, the Financial Statements have been prepared in accordance with GAAP applied GAAP, consistently applied, are based on a consistent basis throughout the books and records of the Company (which books and records are true, correct and complete in all material respects) and present fairly, in all material respects, the financial position of the Company as of the dates indicated and the results of operations for the periods represented therebythen ended, subject, in except with respect to the case of the Interim Unaudited Financial Statements, to Statements for (A) normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (thatwhich, if presented, would not differ materially from those presented in the Audited Financial Statements) and (B) the absence of year-end disclosures normally made in footnotes (which, if presented, would not be, individually or in the aggregate, material to the Company). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities balance sheet as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respectsJune 30, in each case2024, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and which is included in the case of the Interim Unaudited Financial Statements, subject is referred to herein as the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence“Acquisition Balance Sheet.” (b) The Company maintains a system of maintains, adheres to and enforces internal accounting controls that are sufficient to provide reasonable assurance that that: (i) transactions are executed only in accordance with management’s authorization, ; (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company Financial Statements in conformity accordance with GAAP applied on a consistent basis and to maintain accountability for assets, the assets and liabilities of the Company; (iii) access to assets is permitted receipts and expenditures of the Company are being made only in accordance with management’s authorization, ; and (iv) the recorded accountability for unauthorized acquisition, disposition or use of assets is compared with the existing assets at reasonable intervals and appropriate action prevented or timely detected. There is taken with respect to any differences no (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (xA) any significant material deficiency or material weakness in the system design or operation of Internal Controls utilized by such internal accounting controls that could adversely affect the Companyability of the Company to initiate, record, process or report financial data, or (yB) any facts, that in their totality, reasonably constitute fraud or other wrongdoing (or allegation thereof) that involves any of the Company or the Company’s management or other employees of the Company who have a role in the preparation of financial statements the Financial Statements or in connection with such internal accounting controls. (c) All of the Internal Controls utilized accounts receivable of the Company (i) represent sales actually made in the ordinary course of business, (ii) constitute valid and enforceable claims, and (iii) are not, by their terms, subject to set-offs or counterclaims in any material respect. All accounts receivable of the Company arose in bona fide arm’s length transactions in the ordinary course of business and with Persons who are not Related Persons. There is no material pending contest or dispute with respect to the amount or validity of any amount of such accounts receivable. (d) All accounts payable and notes payable of the Company arose in bona fide arms’ length transactions in the ordinary course of business and, except with respect to the Series 1 Convertible Promissory Notes and the Director Loan, with Persons who are not Related Persons, and no such account payable or note payable is materially delinquent in its payment, except for accounts payable that are being contested by the Company, or Company in good faith and for which adequate reserves have been established on the Acquisition Balance Sheet. (ze) any claim or allegation regarding any All inventory of the foregoing. There are no significant deficiencies or material weaknesses Company consists of a quality and quantity that is usable and saleable, in each case consistent with the quality and quantity of such inventories historically maintained in the design ordinary course of business. Adequate reserves have been reflected in the Acquisition Balance Sheet for expired or operation otherwise unusable or unsaleable items and items of below-standard quality, which such reserves were calculated in accordance with the Accounting Policies. All such inventories have been priced at the lower of cost or net realizable value. (f) The Company does not have any liabilities, debts or obligations, except for those (i) disclosed, reflected and adequately reserved against on the Acquisition Balance Sheet, (ii) incurred since the date of the Internal Controls over financial reporting Acquisition Balance Sheet in the ordinary course of business (in each case, which do not arise from or relate to any violation or breach of any Law, Permit, Order or Contract or any breach of warranty, infringement, misappropriation, dilution or similar action), (iii) arising under any Plan in the ordinary course of business, (iv) arising under executory Contracts (in each case, which do not arise from or relate to any violation or breach of any Law, Permit, Order or Contract or any breach of warranty, infringement, misappropriation, dilution or similar action), (v) arising under this Agreement, (vi) set forth in Section 3.4(f) of the Disclosure Letter and (vii) that would not reasonably be expected to adversely affect, in a be material manner, to the Company’s ability to record, process, summarize and report financial information.

Financial Statements. The Company has filed with the Securities and Exchange Commission its (ai) Section 4.7(aaudited balance sheets as of December 31, 2022, together with related audited statements of income, stockholders’ equity and cash flows, and notes thereto for the fiscal year then ended, and (ii) unaudited balance sheets as of March 31, 2023, together with related unaudited statements of income, stockholders’ equity and cash flows, and notes thereto, of the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements(i) and (ii) collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods represented therebyindicated, subject, in except that the case of the Interim unaudited Financial Statements, Statements may not contain all footnotes and other presentation items required by GAAP and are subject to normal and recurring year-end adjustments (the effect of which will that are not reasonably expected to be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented material in the Audited Financial Statements)amount. The Financial Statements (a) are consistent with fairly present in all material respects the books financial condition and records operating results of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared dates, and the results of the operations of the Company for the periods periods, indicated in all material respectstherein, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and subject in the case of the Interim unaudited Financial Statements, subject Statements to the exceptions normal year-end audit adjustments. Except as set forth in the preceding sentenceFinancial Statements, between March 31, 2023, and the date of this Agreement, the Company has not incurred any material liabilities or obligations, contingent or otherwise, other than (a) liabilities incurred in the ordinary course of business; (b) obligations under contracts and commitments incurred in the ordinary course of business; (c) do not include any extraordinary or nonrecurring operation or liabilities for transaction except as expressly set forth expenses incurred in connection with the notes theretotransactions contemplated by this Agreement and the Purchase Agreement; and (d) comply with all Laws liabilities and Governmental Orders in all material respects and subject obligations of a type or nature not required under GAAP to the exceptions set forth be reflected in the preceding sentence. (b) Financial Statements. The Company maintains and will continue to maintain a standard system of internal accounting controls sufficient established and administered to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”)GAAP. The Company has not identified extended or received notice from maintained credit, arranged for the extension of credit, modified or renewed an independent auditor extension of (x) any significant deficiency or material weakness credit, in the system form of Internal Controls utilized by a personal loan or otherwise, to or for any director or executive officer of the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves . The Company meets the Company or requirements for use of Form S-3ASR under the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information1933 Act.

Financial Statements. (ai) Section 4.7(a) The Company has delivered or made available (for purposes of this section, filings that are publicly available prior to the date hereof on the EXXXX system of the Commission under the name of the Company Disclosure Schedule contains are deemed to have been made available) to the Investor: (i) a true and complete copies copy of the audited Company’s unaudited consolidated balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company sheet as of and for the fiscal years ended December 31September 30, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company 2019 (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Sheet Date”) and the related unaudited consolidated statements of income operations, changes in the Company stockholder’s deficit and cash flows for the seven-month period then ended and (ii) a true and complete copy of the “Interim Financial Statements” andCompany’s audited balance sheet as of December 31, 2018 and December 31, 2017 and the related audited statements of operations, changes in the Company stockholder’s deficit and cash flows for each of the years ended December 31, 2018 and December 31, 2017, prepared in accordance with GAAP, together with the Audited Financial Statementsreport of Mxxxxx, LLP, the Company’s independent registered public accounting firm (the “Firm”), which has served as the Company’s auditors since the audit of its 2016 financial statements (such statements, including the related notes and schedules thereto, are referred to herein as the “Financial Statements”). The Financial Statements have been prepared from, are in accordance with, and accurately reflect, the books and records of the Company, comply in all material respects with applicable accounting requirements in the case of the Financial Statements; fairly present in all material respects the financial position and the results of operations and cash flows (and changes in financial position, if any) of the Company as of the times and for the periods referred to therein (subject, in the case of unaudited statements, to normally recurring year-end adjustments that are not material either individually or in the aggregate and the absence of footnotes). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments involved (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply ). The Financial Statements are in form appropriate for filing with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentenceCommission. (bii) The Company maintains a system of internal Firm, which has certified the Company’s Financial Statements and related schedules, is an independent registered public accounting controls sufficient firm with respect to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis as required by the Securities Act and to maintain accountability for assets, the rules and regulations promulgated thereunder and the Public Company Accounting Oversight Board (United States). (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies relationships or material weaknesses in services, or any other factors that may affect the design or operation objectivity and independence of the Internal Controls over financial reporting that would reasonably be expected Firm under applicable auditing standards. The Firm has not performed any non-audit services for any Person related to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information.

Financial Statements. (a) Section 4.7(aPrior to Closing Seller will deliver to Purchaser (i) of the Company Disclosure Schedule contains complete copies of the an audited balance sheet, statement of income, income and cash flow statement of cash flow and statement of members’ equity Seller as of the Company as of and for the fiscal years calendar year ended December 31, 2022 2003, and December 31(ii) an audited balance sheet, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements statement of income and cash flow statement of Seller for the seveneleven-month period then ended November 30, 2004 (the “Interim Financial Statements” and, together with the Audited Financial Statementscollectively, the “Financial Statements”). The Financial Statements when delivered (i) will be prepared from the Books and Records kept by Seller, in conformity with GAAP consistently applied with prior periods, and (ii) will be complete and correct and fairly present the financial condition, results of operations, and cash flows of Seller, as of the dates and for the periods indicated therein. The books of account, financial data, schedules and other records of Seller, including any of the foregoing delivered or made available to Purchaser or its representatives or Affiliates in connection with the transactions contemplated hereby, have been prepared maintained properly and regularly in accordance with sound business practices and in the course of business of Seller, are accurate and complete and there are no misstatements, mistakes or omissions therein, and there have been no transactions involving Seller that properly should have been reflected therein in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal that have not been accurately and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements)completely reflected. The Financial Statements (a) are consistent with reflect the books and records conduct of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and Business in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentenceordinary course. (b) The Company maintains a system Except as set forth on Schedule 4.7(b), or as expressly permitted by Section 7.1 of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorizationthis Agreement, (ii) transactions are recorded as necessary to permit preparation Seller has no Liabilities of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorizationany kind, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There there are no significant deficiencies conditions, situations or material weaknesses in the design or operation of the Internal Controls over financial reporting that circumstances which would reasonably be expected to adversely affectresult in any Liability, except (i) Liabilities reflected in, reserved against or disclosed in a material mannerthe footnotes of the Financial Statements or (ii) Liabilities incurred since November 30, 2004 in the Company’s ability ordinary course of the Business and consistent with the past practice (none of which relates to recordany breach of contract, processbreach of warranty, summarize and report financial informationtort, infringement or violation of Law or arose out of any Action, proceeding, claim, complaint, grievance, investigation or unfair labor practice complaint, grievance or investigation). Schedule 4.7(b) lists all Indebtedness of Seller or the Business.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Except as noted on Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements4.7, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP from the books and records of Sellers, consistently applied on a consistent basis throughout the periods represented therebyindicated. Except as noted on Schedule 4.7, each balance sheet included in the Financial Statements (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Shareholder as of the date of such balance sheet, and each statement of income and cash flows included in the Financial Statements (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations and changes in cash flows, as the case may be, of Shareholder for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, subject, in the case of the Interim statements of income and cash flows included in the Financial Statements, to (i) the absence of footnotes thereto, (ii) the absence of normal and recurring year-end adjustments and (iii) the effect of which will not be materially adverseother exceptions set forth in Schedule 4.7. (b) and the absence of notes (thatExcept as noted on Schedule 4.7, if presentedupon delivery to Purchaser, would not differ materially from those presented in the Audited Financial Statements). The Statements and the Interim Financial Statements (a) are consistent shall have been prepared in accordance with GAAP from the books and records of Sellers, consistently applied throughout the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition periods indicated. Except as noted on Schedule 4.7, each of the Company and its assets and Liabilities as of balance sheet included in the respective dates they were prepared Audited Financial Statements and the results of balance sheets included in the operations of the Company for the periods indicated in all material respectsInterim Financial Statements (including, in each case, the related notes and schedules) shall fairly present in all material respects the consolidated financial position of Shareholder as of the date of such balance sheet, and each statement of income and cash flows included in the Audited Financial Statement and the Interim Financial Statements (including, in each case, any related notes and schedules) shall fairly present in all material respects the consolidated results of operations and changes in cash flows, as the case may be, of Shareholder for the periods set forth therein, in each case in accordance with GAAP, GAAP consistently applied on a consistent basis throughout during the periods represented therebyinvolved, and subject, in the case of such statements of income and cash flows, to (i) the absence of footnotes thereto, solely with respect to the Interim Financial Statements, subject to (ii) the absence of normal fiscal year-end adjustments, and (iii) the other exceptions set forth in the preceding sentence; Schedule 4.7. (c) do not include There has been no change in any extraordinary accounting policy, practice or nonrecurring operation or transaction procedure of Sellers in the past three (3) years, except as expressly set forth required by applicable Law or in the notes thereto; and accordance with GAAP. (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains Sellers maintain a system of internal accounting controls sufficient to provide over financial reporting which provides reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit regarding the reliability of their financial reporting and preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationGAAP.

Financial Statements. (a) Section 4.7(aSchedule 7(i) of the Company Disclosure Schedule attached hereto contains true, correct and complete copies of of: (i) the audited balance sheet, statement of income, statement of cash flow consolidated and statement of members’ equity of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the consolidating balance sheet of the Company (the “Balance Sheet”) Borrowers, as of July December 31, 2023 (the “Interim Financial Statements Date”) 1998, and the related statements of income operations, stockholders' equity (deficit) and cash flows of the Borrowers for the seven-period covered thereby, including the footnotes thereto (all of foregoing being hereinafter collectively called the "Annual Financial Statements"); and (ii) the interim unaudited consolidated and consolidating balance sheet of the Borrowers (the "Interim Balance Sheet") as of February 28, 1998 (the "Interim Balance Sheet Date"), and the interim statements of operations of the Borrowers for the two (2) month period then ended (all of the “foregoing, including the Interim Balance Sheet, being hereinafter collectively referred to as the "Interim Financial Statements” and, " and together with the Audited Annual Financial Statements collectively, the "Financial Statements, the “Financial Statements”"). . (b) The Financial Statements have been prepared taken as a whole (A) fairly present in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, all material respects (subject, in the case of the Interim Financial Statements, to normal and normal, recurring year-end adjustments (the effect of which will are not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented material individually or in the Audited Financial Statements). The Financial Statements (aaggregate) are consistent with the books and records financial position of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities Borrowers as of the respective dates they were prepared indicated and the results of the operations of the Company Borrowers for the periods indicated in all material respectsindicated, in each case, (B) (x) have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP, ") consistently applied on a consistent basis throughout the periods represented therebycovered thereby (subject, and in the case of the Interim Financial Statements, subject to normal, recurring year-end adjustments which are not material individually or in the aggregate) or (y) to the exceptions extent not prepared in accordance with GAAP, then footnotes to the Financial Statements will be provided describing in reasonable detail the differences, if any, between the accounting principles pursuant to which such Financial Statements were in fact prepared and GAAP and (C) are in accordance with the books and records of the Borrowers which have been maintained in a manner consistent with historical practice. All reserves established and set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; Interim Balance Sheet are reasonable and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentenceadequate. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information.

Financial Statements. (a) Section 4.7(aSellers have provided to Buyer a correct and complete copy of the audited consolidated financial statements (including any related notes thereto) of the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and its Subsidiary for the fiscal years ended December 31, 2022 2005 and December 31, 2021 2006 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Audited Financial Statements have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, involved (except as may be indicated in the case of the Interim Financial Statementsnotes thereto), to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete each fairly presents in all material respects); (b) fairly present respects the financial condition position of the Company and its assets and Liabilities as of Subsidiary at the respective dates they were prepared thereof and the results of the its operations of the Company and cash flows for the periods indicated in all material respectsindicated. (b) Sellers have provided to Buyer a correct and complete copy of the unaudited consolidated financial statements (including, in each case, any related notes thereto) of the Company and its Subsidiary for the quarterly period ended December 31, 2007 (the “Unaudited Financial Statements”). The Unaudited Financial Statements were prepared in accordance with GAAP, GAAP applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; involved (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth may be indicated in the notes thereto; ), and fairly present in all material respects the financial position of the Company and its Subsidiary at the date thereof and the results of its operations and cash flows for the period indicated, except that such statements do not contain notes and are subject to normal adjustments that are not expected to have a Material Adverse Effect on the Company. (dc) comply Since January 1, 2004, the books of account, minute books, membership interest or stock certificate books and membership interest or stock transfer ledgers and other similar books and records of the Company and its Subsidiaries have been maintained in accordance with all Laws good business practice, are complete and Governmental Orders correct in all material respects and subject there have been no material transactions that are required to be set forth therein and which are not so set forth. (d) Except as otherwise noted in the exceptions Audited Financial Statements or the Unaudited Financial Statements, or as set forth in Schedule 2.7(d), the preceding sentence. (b) The accounts and notes receivable of the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that and its Subsidiaries reflected on the balance sheets included in the Audited Financial Statements and the Unaudited Financial Statements (i) arose from bona fide transactions in the ordinary course of business and are executed in accordance with management’s authorizationpayable on ordinary trade terms, (ii) transactions are recorded as necessary to permit preparation of financial statements legal, valid and binding obligations of the Company respective debtors enforceable in conformity accordance with GAAP applied on a consistent basis their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally, and to maintain accountability for assetsby general equitable principles, (iii) access are not subject to assets is permitted only any valid set-off or counterclaim except to the extent set forth in accordance with management’s authorizationsuch balance sheet contained therein, and (iv) except as set forth in Schedule 2.7(d), are not the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to subject of any differences (“Internal Controls”). The Company has not identified actions or received notice from an independent auditor proceedings brought by or on behalf of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role any of its Subsidiaries. (e) Significant deficiencies in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any reporting of the foregoing. There Company and its Subsidiaries which are no significant deficiencies or material weaknesses in reasonably likely to materially and adversely affect the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information, 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 Legal Requirements. (f) Sellers have provided to Buyer a complete and correct copy of the unaudited balance sheet of the Company as of December 31, 2007. As part of the recording of the purchase of production materials for its customers, the Company records entries to its balance sheet to record the receivable from such customer, as well as the associated liability to its vendor. As of December 31, 2007, all such entries are fully reconciled such that upon closing of all of the projects included in these accounts, the Company will not realize an expense in excess of $50,000.00 to be recognized in the Company’s income statement.

Financial Statements. (a) Set forth in Section 4.7(a4.18(a) of the Company Disclosure Schedule contains complete copies are the Company's audited Consolidated Statements of the audited balance sheetOperations, statement Consolidated Statements of incomeShareholders' Deficit and Comprehensive Loss and Consolidated Statements of Cash Flow, statement of cash flow and statement of members’ equity of the Company as of and in each case for the fiscal years ended December 31, 2022 2000, 2001 and 2002 and its audited Consolidated Balance Sheets as of December 31, 2021 2001 and 2002 (the “Audited "Financial Statements”"). The Company has delivered to Buyer its unaudited Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Shareholders' Deficit and Comprehensive Loss and Consolidated Statements of Cash Flow as of and for all quarterly periods in 2001 and 2002. Set forth in Section 4.18(b) and unaudited financial statements consisting of the balance sheet of the Company Disclosure Schedule are true, correct and complete copies of the Company's fiscal year 2003 annual budget (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”"2003 Annual Budget"). The Financial Statements have been prepared in accordance with GAAP United States generally accepted accounting principles and practices as in effect from time to time and applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments indicated (the effect of which will not be materially adverse"GAAP") and the absence of notes (thatfairly present, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, the financial condition operating results of the Company as of the dates, and for the periods, indicated therein. Except as set forth in each casethe Financial Statements, the Company has no material liabilities (matured or unmatured, contingent or otherwise), other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2002, (ii) obligations and liabilities of the type not required under GAAP to be reflected in the Financial Statements and (iii) liabilities, individually or in the aggregate, which are not material to the financial condition or operating results of the Company. The Company maintains and consistently applies a standard system of accounting established and administered in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information.

Financial Statements. (a) Section Set forth on Schedule 4.7(a) of the Company Disclosure Schedule contains complete copies Letter are: (i) the audited combined carve-out financial statements of the audited balance sheetCompany, statement of income, statement of cash flow and statement of members’ equity consisting of the Company combined carve-out statements of financial position as of and for the fiscal years ended December 31, 2022 2020 and December 312019, 2021 and the combined carve-out statements of profit or loss and comprehensive income, changes in equity (deficit) and cash flows for the years then ended, and the notes to such financial statements (the “Audited Financial Statements”); and (ii) and the unaudited condensed combined carve-out financial statements of the Company, consisting of the balance sheet combined carve-out statements of the Company (the “Balance Sheet”) financial position as of July 31June 30, 2023 2021 and June 30, 2020, and the combined carve-out statements of profit or loss and comprehensive income, changes in equity (the “Interim Financial Statements Date”deficit) and the related statements of income cash flows for the seven-month period then six months ended June 30, 2021 and June 30, 2020, and notes to such financial statements (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Except as set forth on Schedule 4.7(a) of the Company Disclosure Letter, the Financial Statements have been prepared present fairly, in accordance with GAAP applied on a consistent basis throughout all material respects, the consolidated financial position and the consolidated financial performance of the Company as of the dates and for the periods represented thereby, subject, indicated in such Financial Statements in conformity with IFRS (except in the case of the Interim Financial Statements, to Statements for the absence of footnotes and other presentation items and for normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statementsadjustments). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Except as set forth on Schedule 4.7(b) of the Company maintains Disclosure Letter, the Company has established and maintained a system of internal accounting controls control over financial reporting that is sufficient to provide reasonable assurance that (i) transactions that transactions, receipts and expenditures of the Group Companies are being executed and made only in accordance with management’s authorizationappropriate authorizations of management of the Company, (ii) that transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis IFRS and to maintain accountability for assets, and (iii) access to assets is permitted only in accordance with management’s authorizationthat material violations of Applicable Law by any of the Group Companies’ directors, officers, employees or its or their respective agents, representatives or other Persons, acting on behalf of the Group Companies will be prevented, detected and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”)deterred. The No Group Company has not identified been subject to or received notice from an independent auditor of (x) involved in any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who employees, including but not limited to those which have a significant role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls internal controls over financial reporting that would reasonably be expected to adversely affectof any Group Company. Except as set forth on Schedule 4.7(b) of the Company Disclosure Letter, no Group Company has received any material complaint, allegation, assertion or claim, in a material mannerwriting, regarding the Company’s ability to recordaccounting or auditing practices, process, summarize and report financial informationprocedures or methodologies any Group Company or their internal controls.

Financial Statements. (a) Section 4.7(a) of Attached hereto as Schedule 4.5 are unaudited balance sheets relating to the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company System as of and for the fiscal years ended each of December 31, 2022 and December 2002, March 31, 2021 (the “Audited Financial Statements”) 2003 and June 30, 2003, and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income operations relating to the System for the sevenone-year period, three-month, and six-month period then ended ended, respectively (collectively, and with all financial statements after the “Interim date hereof to be provided to Buyer pursuant to Section 6.1(c), and with the Additional Unaudited Financial Statements” andStatements which Sellers are obligated to deliver in Section 6.2(c), together (d) and (e), and with the Audited Financial StatementsStatements prepared pursuant to Section 6.2(c) and (d), the “Financial Statements”). The Financial Statements have been were prepared or, in the case of all financial statements to be provided to Buyer after the date hereof, will be prepared, in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, except as described therein (in the case of any unaudited financial statements) throughout the Interim Financial Statementsperiods covered thereby and on a basis consistent with Charter Communications, Inc.’s audited consolidated financial statements for the corresponding periods, are (or will be) accurate and complete in all material respects and fairly present (or will present) the financial condition and results of operations of the System as of the date and for the periods indicated, subject to normal and recurring normal, immaterial year-end adjustments (in the effect case of which will not be materially adverseinterim financial statements) and the absence omission of notes footnotes (that, if presented, would not differ materially from those presented in the case of interim financial statements). The Audited Financial Statements, when delivered pursuant to Section 6.2(c) and 6.2(d), will not vary materially from the unaudited financial statements attached as Schedule 4.5 or to be delivered pursuant to this Agreement for the corresponding periods. Sellers have delivered to Buyer the audited consolidated balance sheet of Parent and its subsidiaries as of December 31, 2002 (the “Parent Balance Sheet”), and the related consolidated statements of operations, changes in member’s equity and cash flows for the year then ended (collectively, the “Parent Financial Statements”). The Parent Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct accurate and complete in all material respects); (b) respects and fairly present the financial condition and results of the Company operations of Parent and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company subsidiaries on a consolidated basis for the periods indicated indicated. There has not been a material and adverse change in all material respectsthe assets, in each case, in accordance with GAAP, applied liabilities or financial condition of Parent and its subsidiaries on a consistent consolidated basis throughout the periods represented therebysince December 31, and in the case of the Interim Financial Statements, subject to the exceptions 2002. Parent has no material obligations or liabilities other than those set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth Parent Balance Sheet, those incurred in the notes thereto; and (d) comply with all Laws and Governmental Orders ordinary course of business since December 31, 2002, or those to be incurred in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared connection with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationVulcan Credit Facility.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains complete Complete and correct copies of the audited following financial statements are attached as SCHEDULE 2.5: (i) The balance sheet, statement of income, statement of cash flow and statement of members’ equity sheets of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 1997 (the “Audited "Balance Sheet Date") and any related statements of operations, stockholder's equity and cash flows for the three-year period then ended, together with any related notes and schedules (the "Year-end Financial Statements”"); and (ii) and unaudited financial statements consisting of the The balance sheet (the "Interim Balance Sheet") of the Company (the “Balance Sheet”) as of July 31June 30, 2023 (the “Interim Financial Statements Date”) 1998 and the related statements of income operations for the sevensix-month period then ended (the “"Interim Financial Statements” and, together with "). (The Year-end Financial Statements and the Audited Interim Financial Statements are herein collectively called the "Financial Statements".) Except as set forth on SCHEDULE 2.5, the “Financial Statements”). The Year-end Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company in conformity with generally accepted accounting principles applied on a basis consistent with preceding years and throughout the periods involved (which "GAAP"), and present fairly in all material respects the financial position and results of operations of the Company as of the dates of such statements and for the periods covered thereby. The books of account of the Company have been kept accurately in all material respects in the ordinary course of business, the transactions entered therein represent bona fide transactions, and records are correct the revenues, expenses, assets and complete liabilities of the Company have been properly recorded therein in all material respects); (b) fairly present . Except as set forth on SCHEDULE 2.5, to the financial condition best knowledge of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respectsStockholders, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to Statements have been prepared from the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; books and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements records of the Company in conformity with GAAP applied on a consistent basis GAAP, subject to changes resulting from normal period-end adjustments for recurring accruals (which will not be material individually or in the aggregate) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorizationthe absence of footnote disclosure and other presentation items, and (iv) present fairly in all material respects the recorded accountability financial position and results of operations of the Company as of the dates of such statements and for assets is compared the periods covered thereby. The Stockholders do not represent or warrant, and the foregoing representation shall not be deemed to constitute a representation or warranty, that any one or more of the accruals, reserves or other adjustments to the Interim Financial Statements made in connection with the existing assets at reasonable intervals recent review thereof are correct or appropriate; however, to the best knowledge of the Stockholders, such accruals, reserves and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness other adjustments, in the system of Internal Controls utilized by the Companyaggregate, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company are not inaccurate or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationinappropriate.

Financial Statements. (a) Section 4.7(a) of The Company has made the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and available to the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”)Buyer. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented therebycovered thereby and fairly present the financial condition, subject, in the case results of operations and cash flows of the Interim Financial Statements, Company as of the respective dates thereof and for the periods referred to normal therein and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete Company; provided, however, that the Financial Statements referred to in all material respects); clause (b) fairly present the financial condition of the Company definition of such term are subject to normal recurring year-end adjustments, which will not be material, taken as a whole, in amount or effect, and its assets and Liabilities as do not include footnotes. Since the beginning of the respective dates they were prepared and period covered by the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject there has been no change in any accounting policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent Liabilities or otherwise), of the exceptions set forth in Company. No audit firm has ever declined or indicated its inability to issue an opinion with respect to any financial statements of the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentenceCompany. (b) The Company maintains a system of has at all times since January 1, 2009 (i) made and kept materially accurate books and records and (ii) maintained, enforced and complied with internal accounting controls sufficient to provide that have provided reasonable assurance that (iA) transactions are (and have been) executed in accordance with management’s authorization, (iiB) transactions are (and have been) recorded as necessary to permit preparation of the Company’s financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for its assets, (iiiC) access to the Company’s assets is (and has been) permitted only in accordance with management’s authorization, and (ivD) the recorded reported accountability for the Company’s assets is (and has been) compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences intervals. During the periods covered by the Financial Statements, there has been (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (xi) any no significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls Company’s internal controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, affected the Company’s ability to record, process, summarize and report financial informationinformation during any of the periods covered by the Financial Statements, (ii) no fraud, whether or not material, involving any member of the Company’s Board of Directors or management or any other employee of the Company who has a significant role in the Company’s internal control over financial reporting and (iii) no claim or allegation regarding any of the foregoing.

Financial Statements. (a) Section 4.7(a) Parent has made available to Acquirer the unaudited consolidated financial statements of the Company Disclosure Schedule contains complete copies for each of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and for the two fiscal years ended December 31, 2022 2014 and December 31, 2021 (2013 and the “Audited Financial Statements”) and unaudited consolidated financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the sevennine-month period then ended September 30, 2015 (the “Interim Financial Statements” andincluding, together with the Audited Financial Statementsin each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Disclosure Letter. The Except as set forth on Schedule 2.4(a) of the Disclosure Letter, the Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) in all material respects, complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) have been prepared in accordance with GAAP (subject to the absence of footnotes, and, in the case of the Financial Statements for the nine-month period ended September 30, 2015, to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods represented therebyindicated, subjectexcept as otherwise noted therein, in the case of the Interim Financial Statementsand, to normal and recurring year-end adjustments (the effect of which will not be materially adverseiv) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) respects fairly and accurately present the consolidated financial condition of the Company and its assets and Liabilities as of the respective Subsidiaries at the dates they were prepared therein indicated and the consolidated results of the operations and cash flows of the Company and the Subsidiaries for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentencetherein specified. (b) Neither the Company nor any Subsidiary has any Liabilities of any nature other than (i) those set forth or adequately provided for in the Balance Sheet included in the Financial Statements as of September 30, 2015 (the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s business since September 30, 2015 (the “Company Balance Sheet Date”) in the ordinary course, consistent with past practice, which are of the type that ordinarily recur and, individually or in the aggregate, are not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of law and (iii) those incurred by the Company in connection with the execution of this Agreement. Except for Liabilities reflected in the Financial Statements, the Company has no off balance sheet Liability of any nature to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied and are adequate. (c) The Company has established and maintains a system of internal accounting controls sufficient to provide reasonable assurance that assurances (i) that transactions of the Company and the Subsidiaries are being executed and made only in accordance with management’s authorization, appropriate authorizations of management and the Board of Directors of Company and (ii) that transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and GAAP. Neither the Company nor any of the Subsidiaries, nor to maintain accountability for assetsParent’s knowledge, (iii) access to assets is permitted only in accordance with managementthe Company’s authorizationindependent auditors or any current or former employee, and (iv) consultant or director of Company or any of the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company Subsidiaries, has not identified or received notice from an independent auditor been made aware of (x) any significant deficiency fraud, whether or material weakness in the system of Internal Controls utilized by the Company, (y) any factsnot material, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in current or former employees, consultants directors of Company or any of the preparation of financial statements or the Internal Controls utilized by the CompanySubsidiaries, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in . (d) Neither the design or operation Company nor any of the Internal Controls over financial reporting that would reasonably be expected Subsidiaries nor, to adversely affectParent’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of the Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in a each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls or any material manner, inaccuracy in the Company’s ability financial statements. No attorney representing the Company or any of the Subsidiaries, whether or not employed by the Company or any of the Subsidiaries, has reported to recordthe Company’s Board of Directors or any committee thereof or to any director or officer of the Company evidence of a material violation of securities laws, processbreach of fiduciary duty or similar violation by the Company, summarize the Subsidiaries or any of their respective officers, directors, employees or agents. (e) Schedule 2.4(e) of the Disclosure Letter accurately lists all Company Debt, including, for each item of Company Debt, the Contract governing the Company Debt and report the interest rate, maturity date and any assets or properties securing such Company Debt. All Company Debt may be prepaid at the Closing without penalty under the terms of the Contracts governing such Company Debt. (f) Schedule 2.4(f) of the Disclosure Letter sets forth the names and locations of all banks, trust companies, savings and loan associations and other financial informationinstitutions at which the Company and the Subsidiaries maintain accounts of any nature and the names of all persons authorized to draw thereon or make withdrawals therefrom.

Financial Statements. (ai) Section 4.7(a) The unaudited consolidated balance sheet of the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company Business as of and for the fiscal years ended at December 31, 2022 2002, December 31, 2003, and December 31, 2021 2004, and the related unaudited consolidated statements of results of operations and cash flows of the Business, together with all related notes and schedules thereto (collectively referred to as the “Audited Financial Statements”) and the unaudited financial statements consisting of the consolidated balance sheet of the Company Business as of November 30, 2005 (the “Balance Sheet”) as of July 31), 2023 (the “Interim Financial Statements Date”) and the related unaudited consolidated statements of income for the seven-month period then ended results of operations and cash flows, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”) are attached hereto as Schedule 3(f)(i). The Each of the Financial Statements have and the Interim Financial Statements (A) has been prepared based on the books and records of the Seller pertaining to the Business (except as may be indicated in the notes thereto) and the financial information contained therein has been included in Seller’s financial statements at the amounts stated in such Financial Statement and Interim Financial Statement for and as of the periods that correspond to each such Financial Statement and Interim Financial Statement; (B) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented therebyindicated (except as may be indicated in the notes thereto) and (C) fairly presents, in all material respects, the consolidated financial condition of the Business as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes notes. (thatii) There are no debts, if presentedliabilities or obligations, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition Business of the Company and its assets and Liabilities as of the respective dates they were a nature required to be reflected on a balance sheet prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied other than any such debts, liabilities or obligations (A) reflected or reserved against on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary Financial Statements or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and , (dB) comply with all Laws and Governmental Orders in all material respects and subject to incurred since the exceptions set forth date of the Balance Sheet in the preceding sentenceordinary course of business, or (C) for Taxes. (biii) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed by Seller or its Affiliates in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements the ordinary course of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationBusiness.

Financial Statements. (a) Section 4.7(aThe Company has delivered to the Purchaser (i) its audited consolidated balance sheet as of October 31, 2009 and the related audited statements of income, shareholders’ equity and cash flows of the Company Disclosure Schedule contains complete copies for the period then ended, (ii) its audited consolidated balance sheet as of the audited October 31, 2010 (such 2010 balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related unaudited statements of income, shareholders’ equity and cash flows of the Company for the year then ended and (iii) its unaudited consolidated balance sheets as of January 31, 2011 and the related unaudited statements of income and cash flows for the seven-month period three (3) months then ended ended, each as attached to Schedule III (the “Interim Financial Statements” and, together with the Audited Financial Statementscollectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout Canadian generally accepted accounting principles, consistently applied, and, in all material respects, fairly present the financial position of the Company as of their respective dates, and the results of operations and cash flows of the Company for the respective periods represented thereby, then ended (subject, in the case of the Interim Financial Statementsunaudited interim financial statements, to normal and normal, recurring year-end audit adjustments (which are not expected to be, individually or in the effect of which will not be aggregate, materially adverseadverse to the Company) and to the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statementscomplete notes). The Financial Statements (a) are consistent with the books Company maintains and records will continue to maintain a standard system of the Company (which books accounting established and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, administered in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentenceCanadian generally accepted accounting principles. (b) The Except as stated or adequately reserved for in the Balance Sheet provided pursuant to this Section 3.06, the Company maintains a system does not have any material liability or obligation of internal accounting controls sufficient any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, other than liabilities incurred in the ordinary course of business subsequent to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements the date of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assetsBalance Sheet, (iii) access to assets is permitted only in accordance with management’s authorizationwhich are not, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified individually or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Companyaggregate, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationmaterial.

Financial Statements. (a) Attached as Section 4.7(a) 2.06 of the Company Disclosure Schedule contains are true and complete copies of the (x) audited balance sheet, statement of income, statement of cash flow and statement of members’ equity sheets of the Company as of December 31, 2002, December 31, 2003 and December 31, 2004 and the related audited statements of operations, statements of capital and statements of cash flows for the fiscal years then ended December 31, 2022 and December 31, 2021 (including the notes thereto) (the “"Audited Financial Statements”) "), together with a true and unaudited financial statements consisting complete copy of the reports on such audited information by Ernst & Young, LLP, and all letters from such firm with respect to the results of such audits, (y) the unaudited balance sheet of the Company (the “Balance Sheet”) as of July 31June 30, 2023 (the “Interim Financial Statements Date”) 2005 and the related statements unaudited statement of income operations and cash flows for the seven-month period six months then ended (the “Interim "June Financial Statements” ") and (z) the unaudited balance sheet of the Company as of September 30, 2005 and the related unaudited statement of operations and cash flows for the nine months then ended (the "Unaudited Financial Statements" and, together with the June Financial Statements and the Audited Financial Statements, the “"Financial Statements”"). The . (b) All such Financial Statements have been (i) were prepared in accordance with GAAP applied on a consistent basis throughout (except with respect to the absence of footnotes to the Unaudited Financial Statements), (ii) fairly present in all material respects the financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods represented covered thereby, subject, subject in the case of the Interim Unaudited Financial Statements, Statements to normal and recurring year-end adjustments (the effect adjustments, none of which will be material, and (iii) were compiled from Books and Records of the Company regularly maintained by management and used to prepare the financial statements of the Company. The Company has maintained its Books and Records in a manner sufficient to permit the preparation of financial statements in accordance with GAAP. The Company Financial Statements do not include any tangible Assets and Properties that will not continue to be materially adverseowned by and physically present on Company Property after the Closing Date (except for inventory sold in the Ordinary Course of Business and Excluded Rights). Other than as relate to BHPA or BHR, there are no "off-balance sheet arrangements" (as defined in Item 303(c) and of Regulation S-K of the absence of notes (thatSEC) effected by the Company. Ernst & Young, if presented, would not differ materially from those presented in which has expressed its opinion with respect to the Audited Financial Statements). The Financial Statements (a) are consistent with the books , is and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis has been throughout the periods represented thereby, and in the case of the Interim covered by such Audited Financial Statements, subject Statements "independent" with respect to the exceptions set forth in Company within the preceding sentence; meaning of Regulation S-X. (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls and controls over financial reporting sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management’s 's general or specific authorization, ; (ii) transactions are recorded as necessary to permit preparation of its financial statements of the Company in conformity accordance with GAAP applied on a consistent basis and to maintain accountability for its assets, ; (iii) access to its assets is permitted only in accordance with management’s 's general or specific authorization, and ; (iv) the recorded accountability for reporting of its assets is compared with the existing assets at reasonable intervals regular intervals; and appropriate action is taken with respect (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in effect the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have collection thereof on a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize current and report financial informationtimely basis.

Financial Statements. (a) Section 4.7(a3.6(a) of the Company Disclosure Schedule contains complete copies of refers to the audited consolidated balance sheet, statement sheets of income, statement of cash flow and statement of members’ equity of the Company IMA as of and for the fiscal years ended December 31, 2022 2005 (the "IMA Balance Sheet Date"), and December 31, 2021 2004 and audited statements of income and cash flows of IMA for each of the fiscal years ending on such dates, together with any notes thereto and accountant's reports thereon (collectively, the “"IMA Audited Financial Statements”) "), and the unaudited financial statements consisting of the consolidated balance sheet of the Company (the “Balance Sheet”) IMA as of July 31September 30, 2023 (the “Interim Financial Statements Date”) 2006 and the related statements unaudited statement of income of IMA for the seven-month period then ended ending on such date (collectively, the “Interim "IMA Unaudited Financial Statements” and, " and together with the IMA Audited Financial Statements, the “"IMA Financial Statements”"). Except as disclosed in Section 3.6(a) of the Disclosure Schedule, the IMA Financial Statements fairly present, in all material respects, the consolidated financial position and results of operations and cash flows of IMA for the periods and as of the dates referred to in the IMA Financial Statements, all in accordance with United States generally accepted accounting principles, consistently applied ("GAAP") (except, in the case of the IMA Unaudited Financial Statements, for the absence of footnotes and normal year-end adjustments that are not material individually or in the aggregate). The IMA Financial Statements have been prepared are consistent in accordance all material respects with GAAP applied on a consistent basis throughout the periods represented therebybooks and records of IMA, subject, in the case of the Interim IMA Unaudited Financial Statements, to normal and recurring year-end adjustments that are not material individually or in the aggregate. (b) Section 3.6(b) of the Disclosure Schedule sets forth the unaudited pro forma balance sheet (the effect "Most Recent Balance Sheet") of which will not be materially adverse) CD Business as of September 30, 2006 (the "Most Recent Balance Sheet Date"), and the absence unaudited pro forma statements of notes revenues and direct expenses of the CD Business for the period then ended (thatthe financial statements collectively, if presented, would not differ materially from those presented in the Audited "CD Financial Statements"). The Except as set forth in Section 3.6(b) of the Disclosure Schedule, the CD Financial Statements (ai) are consistent with the books and records of IMS and IMA, (ii) have been prepared in accordance with GAAP and (iii) present fairly the Company (which books and records are correct and complete in all material respects); (b) fairly present the pro forma financial condition condition, results of operations of the Company and its assets and Liabilities CD Business as of the respective dates they were prepared thereof and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statementsreferred to therein, subject to the exceptions set forth normal year-end adjustments that are not material individually or in the preceding sentence; aggregate. (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company IMA maintains a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management’s authorization, 's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity accordance with GAAP applied on a consistent basis and to maintain accountability for assets, asset accountability; (iii) access to assets is permitted only in accordance with management’s 's general or specific authorization, ; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is actions are taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationdifferences.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains Parent has made available to Buyer complete and correct copies of the (i) audited combined and consolidated balance sheetsheets of the Business as of December 31, statement 2013 and 2012, and the related combined and consolidated statements of operations, comprehensive income, statement of cash flow flows and statement of members’ changes in equity for each of the Company as of and for three years in the fiscal years period ended December 31, 2022 and December 31, 2021 2013 (the “Audited Financial Statements”), and (ii) and the unaudited combined statements of financial statements consisting position of the balance sheet Business for the six-month period ended as of June 30, 2014, and the Company related unaudited combined statements of income, comprehensive income, group equity, and cash flows for the six-month period ended as of June 30, 2014 (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Unaudited Financial Statements” and, ”; and together with the Audited Financial Statements, the “Financial Statements”), true and complete copies of which are set forth in Schedule 3.06. The Financial Statements (A) have been prepared from, are in accordance with, and accurately reflect the books and records of Parent in all material respects (except as may be indicated in the notes thereto), (B) fairly present in all material respects the combined financial position and combined results of operations and cash flows of the Business as of the respective dates or for the respective time periods set forth therein, and (C) have been prepared in accordance with GAAP consistently applied on a consistent basis throughout (except as may be indicated in the periods represented thereby, subjectnotes thereto or, in the case of the Interim Unaudited Financial Statements, to for normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statementsadjustments). The Financial Statements (a) are consistent with This Section 3.06 is qualified by the books fact that the Business has not operated as a separate “stand alone” entity within Parent. As a result, the Business has been allocated certain charges and records credits for purposes of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition preparation of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth as described in the preceding sentence; (c) Schedule 3.06. Such allocations of charges and credits do not include any extraordinary necessarily reflect the amounts that would have resulted from arms-length transactions or nonrecurring operation or transaction except the actual costs that would be incurred if the Business operated as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationenterprise.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains complete copies of the audited The unaudited balance sheet, income statement of income, statement of cash flow and statement of members’ equity certain notes thereto of the Company as of and for the fiscal years ended December August 31, 2022 and December 31, 2021 2001 attached hereto as Schedule 2.4 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements ) have been prepared in accordance with (to the Seller’s Knowledge) US GAAP applied on in accordance with past practice, are true and accurate and set out a consistent basis throughout the periods represented thereby, subject, in the case fair view of the Interim Financial Statements, to normal results of operations and recurring year-end adjustments (of the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records financial position of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition as of August 31, 2001. All liabilities of the Company and its assets and Liabilities as of are properly reserved against in the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, Financial Statements in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject (to the exceptions set forth in the preceding sentence; (cSeller’s Knowledge) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentenceUS GAAP. (b) The Company maintains has no indebtedness, liability, claim or obligation of any nature, fixed or contingent, liquidated or unliquidated, secured or unsecured of a system of internal accounting controls sufficient to provide reasonable assurance type that would be recorded in the Company’s financial statements if applied on a consistent basis, except (i) transactions are executed liabilities specifically described and reflected at their precise accounting value in accordance with management’s authorizationthe Financial Statements, (ii) transactions are recorded as necessary to permit preparation fixed liabilities incurred in the ordinary course of financial statements of the Company in conformity with GAAP applied business on a consistent basis and to maintain accountability for assetscommercially reasonable terms since August 31, 2001, (iii) access fixed commercial obligations to assets is permitted only perform pursuant to executory Contracts entered into in accordance the ordinary course of business on commercially reasonable terms, consistent with management’s authorizationpast practices, and not in default, (iv) liabilities of less than US$10,000, and not more than US$50,000 in the aggregate, and (ivv) the recorded accountability for assets is compared with the existing assets liabilities specifically disclosed and reflected at reasonable intervals their precise accounting value in Schedule 2.4(b); and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management Knowledge, there is no existing condition, situation or other employees who have a role set of circumstances which will result in any such liabilities except for the liabilities identified in this Section 2.4(b). (c) With the exception of the items that are mentioned expressly and specifically in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material mannerFinancial Statements, the Company’s ability to recordCompany does not have or has not consented to, processas the case may be, summarize and report financial informationany off balance-sheet commitments, sureties, guarantees, letters of credit, comfort letters or similar commitments.

Financial Statements. (a) Section 4.7(a) of Included in the Company Disclosure Schedule contains complete copies of SEC Documents are the audited balance sheet, statement sheet of income, statement of cash flow and statement of members’ equity of the Company EFHLF as of and for the fiscal years ended at December 31, 2022 and December 312001, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income income, stockholders' equity and cash flows for the seven-month period two years then ended (the “Interim Financial Statements” andended, together with the unqualified report thereon (except with respect to continuation as a going concern) of Xxxxxx & Xxxxxx, PLLC ("Xxxxxx"), independent auditor (collectively, "EFHLF's Audited Financial StatementsFinancials"). (b) Included in the SEC Documents are the unaudited balance sheets of EFHLF as at September 30, 2002, and the “Financial Statements”related statements of operations and cash flows for the nine months ended September 30, 2002, ("EFHLF's Interim Financials"). The unaudited balance sheet at September 30, 2002 included in EFHLF's Interim Financials is hereinafter referred to as the "Unaudited Balance Sheet" and September 30, 2002 is hereinafter referred to as the "EFHLF Balance Sheet Date". (c) EFHLF's Audited Financials and EFHLF's Interim Financials (collectively "EFHLF's Financial Statements have been prepared Statements") are (i) in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company EFHLF, (which books and records are ii) correct and complete in all material respects); complete, (biii) fairly present the financial condition position and results of the Company and its assets and Liabilities operations of EFHLF as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorizationindicated, and (iv) the recorded accountability for assets is compared prepared in accordance with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences U.S. GAAP (“Internal Controls”). The Company has not identified or received notice from an independent auditor of except that (x) any significant deficiency or material weakness unaudited financial statements may not be in accordance with GAAP because of the system absence of Internal Controls utilized by the Companyfootnotes normally contained therein, and (y) any facts, interim (unaudited) financials are subject to normal year-end audit adjustments that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who aggregate will not have a role in the preparation material adverse effect on EFHLF, its business, financial condition or results of financial statements or the Internal Controls utilized by the Company, or operations and (z) EFHLF's Financial Statements do not contain any claim untrue statement of material fact or allegation regarding any omit to state a material fact necessary in order to make the statements made, in light of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationcircumstances under which they were made not misleading.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains True and complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity sheets of the Company as of March 31, 2002, 2003 and 2004 and the related audited income statements and statements of cash flows for the fiscal years ended December March 31, 2022 2002, 2003 and December 312004, 2021 respectively (collectively, the “Audited Annual Financial Statements”) ), and unaudited financial the internally prepared balance sheets and income statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July August 31, 2023 (the “Interim Financial Statements Date”) 2004 and the related statements of income for the seven-month period five (5) months then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, ”) are attached hereto as Schedule 4.05(a) (collectively the “Financial Statements”). The Financial Statements are, and the Monthly Financial Statements, when delivered, will be, true, correct and complete, and have been been, or will have been, prepared from the books and records of the Company in accordance with GAAP consistently applied on a consistent basis throughout except for the periods represented thereby, subject, absence of notes and year end adjustments in the case of the Interim Financial Statements and the Monthly Financial Statements. The balance sheets included in the Financial Statements fairly present, and the Monthly Financial Statements, to normal and recurring year-end adjustments (the effect of which when delivered, will not be materially adverse) and the absence of notes (thatfairly present, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared thereof, and the income statements and statement of cash flows included therein, when delivered, will fairly present the results of the operations of the Company for the periods indicated in indicated. The Financial Statements contain and reflect adequate provisions for all material respectsreasonably anticipated liabilities and adequate reserves for all reasonably anticipated losses, in each case, costs and expenses in accordance with GAAP, applied including reserves for uncollectible accounts receivable, reserves related to general liability, automobile liability and workers’ compensation obligations and claims under Extended Service Plans in effect on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentencedate hereof. (b) The Company maintains a system of internal accounting controls and procedures that the management of the Company reasonably believes is sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorizationgeneral or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assetsaccountability, (iii) access to assets is permitted only in accordance with management’s authorization, general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences differences. Schedule 4.05(b) sets forth a true and correct list of all non-audit services set forth in Section 201 of Title II of the Xxxxxxxx-Xxxxx Act of 2002 (“Internal Controls”). The i) performed by Ernst & Young LLP on behalf of the Company has not identified or received notice from an independent auditor since Xxxxx 00, 0000, (xx) performed by KPMG LLP on behalf of (x) the Company since the date on which it was first engaged to perform any significant deficiency or material weakness in the system services on behalf of Internal Controls utilized by the Company, and (yiii) for which any facts, that in their totality, reasonably constitute fraud that involves the Company or outside accounting firms are currently engaged to perform on behalf of the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains complete copies Each of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) consolidated financial statements and unaudited consolidated interim financial statements consisting of the balance sheet of the Company (including any related notes and schedules) included (or incorporated by reference) in its Annual Reports on Form 10-K for each of the “Balance Sheet”three fiscal years ended September 30, 1992, 1993 and 1994 and its Quarterly Reports on Form 10-Q for all interim periods during such period and subsequent thereto (collectively, the "Financial Statements") as of July 31have been, 2023 (the “Interim Financial Statements Date”) and the related Company's financial statements of income for the seven-month period then fiscal year ended September 30, 1995 to be delivered to Parent pursuant to Section 6.14 hereof shall have been, prepared from, and are or shall be (as the “Interim Financial Statements” andcase may be) in accordance with, together the books and records of the Company and its consolidated Subsidiaries, comply or shall comply (as the case may be) in all material respects with applicable accounting requirements and with the Audited Financial Statementspublished rules and regulations of the SEC with respect thereto, the “Financial Statements”). The Financial Statements have been or shall be (as the case may be) prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout (except as may be indicated in the periods represented thereby, notes thereto and subject, in the case of the Interim Financial Statementsquarterly financial statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverseadjustments) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities or shall fairly present (as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statementsmay be), subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness except as may be indicated in the system notes thereto), the consolidated financial position of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or and its Subsidiaries as of the Company’s management or other employees who have a role date thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its Subsidiaries for the periods presented therein (subject to normal year-end adjustments and the absence of financial footnotes in the preparation case of any unaudited interim financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationstatements).

Financial Statements. (a) Section 4.7(aA true and complete copy of (i) of the Company Disclosure Schedule contains complete copies of unaudited balance sheet related to the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company Business as of and for the fiscal years ended December 31, 2022 2012 (the “Balance Sheet Date”) and December 31, 2021 (2011, and the “Audited Financial Statements”) and unaudited financial statements consisting of the related revenues and expenses for fiscal years ended 2012 and 2011 and (ii) the unaudited balance sheet related to the Business as of November 30, 2013 and the statements of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) related revenues and the related statements of income expenses for the seven-eleven (11) month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statementscollectively, the “Financial Statements”), are attached hereto as Schedule 3.5(a). (b) Except as set forth on Schedule 3.5(b), the Financial Statements (i) have been prepared in accordance with GAAP and (ii) fairly present the assets to be sold and liabilities to be transferred and the related revenues and expenses of the Business in accordance with Seller’s and the Selling Affiliates’ accounting and bookkeeping practices subject to the absence of footnotes for the periods covered by the Financial Statements and normal year-end adjustments which will not be material. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subjectbasis, in all material respects, from period to period from financial information contained in the case Books and Records and present fairly in all material respects the financial position and the results of operations of the Interim Financial Statements, Business as at the dates and for the respective periods indicated therein (other than adjustments relating to normal and recurring year-end adjustments (the effect of which will not be materially adverseitems set forth on Schedule 3.5(b) and the absence of notes (that, if presented, would footnotes for the periods covered by the Financial Statements and normal year-end adjustments which will not differ materially from those presented in the Audited Financial Statementsbe material). The Financial Statements (aSet forth on Schedule 3.5(b) are consistent with the books is a true and records correct statement of the Company allocation of operating expenses shared by the Business and Seller or any of Seller’s Affiliates or Seller’s other business divisions (which books and records are correct and complete in all material respectsif applicable); . (bc) fairly present the financial condition of the Company and its assets and Liabilities Except as set forth on Schedule 3.5(c), as of the respective dates they were prepared and the results date of this Agreement, there are no payments or commitments to pay to any customer or potential customer of the operations Business any signing bonus, business development payment, upfront payment, stock lift commitment or similar payment or cost to obtain or retain business, which payment, cost or commitment to pay is in excess of Five Hundred Thousand Dollars ($500,000) individually or Two Million Dollars ($2,000,000) in the aggregate (irrespective of the Company number of years over which such payment or cost is payable) for all customers and potential customers of the periods indicated in all material respectsBusiness, whether to be paid, committed to be paid, to be earned as a rebate over time, or to be settled by way of credit notes, in each casecase in respect of the Business, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and which have not been accrued or accounted for in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information.

Financial Statements. 5.4.1. The Company has delivered to Parent the following financial statements and notes (a) Section 4.7(a) of collectively, the "Company Disclosure Schedule contains complete copies of the Financial Statements"): 5.4.1.1. The consolidated audited balance sheet, statement of income, statement of cash flow and statement of members’ equity sheets of the Company as of and for the fiscal years ended December 31, 2022 1999, and December 312000, 2021 (and the “Audited Financial Statements”) related audited statements of operations and unaudited financial statements consisting of stockholders' equity of the Company for the years then ended, together with the notes thereto and the unqualified report and opinion of a recognized firm of independent certified accountants relating thereto; 5.4.1.2. the unaudited balance sheet of the Company as of December 31, 2001 (the “"Unaudited Balance Sheet”) as of July 31"), 2023 (the “Interim Financial Statements Date”) and the related statements unaudited statement of income operations of the Company for the seven-month period twelve months then ended ended; and 5.4.1.3. A trial balance sheet dated as of January 31, 2002 (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”"Trial Balance Sheet"). 5.4.2. The Company Financial Statements are accurate and complete in all material respects and present fairly the financial position of the Company as of the respective dates thereof and the results of operations of the Company for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP US generally accepted accounting principles consistently applied on a consistent basis throughout the periods represented therebycovered and comply with the requirements of all applicable US regulations, subject, in except that the case of Unaudited Balance Sheet and the Interim Financial Statements, to Trial Balance Sheet may not contain all footnotes required by generally accepted accounting principles or normal and recurring year-end adjustments (the effect adjustments. 5.4.3. All proper and necessary books of which will not be materially adverse) and the absence of notes (thataccount, if presentedminute books, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books registers and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized have been maintained by the Company, (y) any facts, that are in their totality, reasonably constitute fraud that involves its possession and contain accurate information relating to all material transactions to which the Company or has been a party, except where the failure to maintain such books of account, minute books, registers and records would not have a Material Adverse Effect on the Company’s management or other employees who have a role in the preparation . 5.4.4. A complete list of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any 's debts and loan facilities as of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation date of the Internal Controls over financial reporting that would reasonably be expected to adversely affectBalance Sheet, is set forth in a material manner, Part 5.4.4 of the Company’s ability to record, process, summarize and report financial informationDisclosure Schedule.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains complete Complete copies of the Company’s audited financial statements consisting of the balance sheet, statement of income, statement of cash flow and statement of members’ equity sheet of the Company as at December 31 in each of the years 2020 and 2019 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the fiscal years then ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) ), and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31September 30, 2023 (the “Interim Financial Statements Date”) 2021 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the sevennine-month period then ended (the “Interim Financial Statements” and, and together with the Audited Financial Statements, the “Financial Statements”)) have been delivered to Parent. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented therebyperiod involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with based on the books and records of the Company (which books Company, and records are correct and complete fairly present in all material respects); (b) fairly present respects the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respectsindicated. The balance sheet of the Company as of December 31, in each case2020 is referred to herein as the “Company Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of September 30, 2021 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information.

Financial Statements. (a) Section 4.7(aAttached hereto as Schedule 4.08(a) of the Company Disclosure Schedule contains complete copies is a copy of (i) the unaudited combined financial statements of the audited Business consisting of a balance sheet, statement of incomeincome statement, and statement of cash flow and statement of members’ equity of the Company flows, as of and for the fiscal years year ended October 1, 2006, and (ii) the unaudited combined financial statements of the Business, consisting of a balance sheet, income statement and statement of cash flows, as of and for the three months ended December 31, 2022 and December 31, 2021 2006 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statementscollectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied GAAP, except as disclosed on a consistent basis throughout the periods represented thereby, subject, in the case Schedule 4.08(a) of the Interim Financial Statements, to normal Disclosure Schedule and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in accordance with GAAP, in all material respects, the financial condition and results of operations and cash flows of the Business as of and for the periods then ended subject in each casethe case of interim statements to normal recurring year end adjustments, which are not, individually or in the aggregate, material; provided, however, that the Financial Statements lack footnotes and other items disclosed in Section 4.08(a) of the Disclosure Schedule. The Financial Statements are denominated in US Dollars. (b) Section 4.08(b) of the Disclosure Schedule contains a copy of the audited financial statements of Sango for the fiscal year ended September 30, 2006 (the “Sango Financial Statements”). The Sango Financial Statements were prepared in accordance with GAAP and fairly present, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects the financial condition, results of operations and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system cash flow of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded Sango as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis date thereof and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationperiod covered thereby.

Financial Statements. (a) Section 4.7(aSchedule 4.6(a) of the Company Disclosure Schedule contains complete copies of the audited balance sheetfollowing financial statements (collectively, statement of income, statement of cash flow and statement of members’ equity of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”): (i) and unaudited financial statements consisting of the audited balance sheet of the Company (including the notes thereto, the “2006 Balance Sheet”) as of July at December 31, 2023 2006 (the “Balance Sheet Date”), and the related audited statements of income, changes in stockholders’ equity and cash flow for the fiscal year then ended, together with the report thereon of Xxxxxxxx Xxxxxxxx PLLC, independent certified public accountants, and (ii) an unaudited balance sheet of the Company at September 30, 2007 (the “Interim Financial Statements DateBalance Sheet”) and the related unaudited statements of income income, changes in stockholders’ equity and cash flow for the seven-month period nine (9) months then ended ended, including in each case the notes thereto. (b) Subject to Schedule 4.6(b) of the “Interim Disclosure Schedule, the Financial Statements” andStatements and notes fairly present the financial condition and the results of operations, together with changes in stockholders’ equity and cash flow of the Audited Company at the respective dates of and for the periods referred to in such Financial Statements, the “Financial Statements”). The Financial Statements have been prepared all in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout during the periods represented therebypresented, subject, in the case of the Interim Financial Statementsunaudited financial statements, to normal and recurring year-end adjustments (the effect of which will not not, individually or in the aggregate, be materially adversematerial in amount or effect) and the absence of notes (that, if presented, would not differ materially from those presented included in the Audited Financial Statements2006 Balance Sheet). The As of their respective dates, the Financial Statements did not, and any financial statements subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not materially misleading. (ac) Subject to Schedule 4.6(c) of the Disclosure Schedule, the Financial Statements were compiled from and are consistent in accordance with the books and records of the Company (which Company. The books and records (including the books of account, minute books, stock record books and other records) of the Company, all of which have been made available to Parent, are correct true and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, have been maintained in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, sound business practices and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; accurately present and (d) comply with all Laws and Governmental Orders reflect in all material respects all of the transactions and subject to actions therein described. At the exceptions set forth Closing, all of those books and records shall be in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements possession of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information.

Financial Statements. (aA) Section 4.7(a3(c)(vii)(B)(6) of the Company Disclosure Schedule contains true and complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited following financial statements consisting of the balance sheet of the Company (the “Balance SheetFinancial Statements”): (B) the unaudited balance sheets of each Company as of July December 31, 2023 (the “Interim Financial Statements Date”) 2018 and December 31, 2019, and the related statements of income for the sevenyears then ended; and (C) the unaudited balance sheets of each Company as of June 30, 2020 (the “Latest Balance Sheet”), and the related statements of income for the 6-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial StatementsFinancials”). The . (D) Each of the Financial Statements have been prepared is complete and correct in accordance with GAAP applied on a consistent basis throughout the periods represented therebyall material respects, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are is consistent with the books and records of the Company (which books and records are correct accurately and complete completely, in all material respects); (b) fairly , present the Company’s financial condition of the Company and its condition, assets and Liabilities as of the their respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respectsdates, in each casereported on a cash basis, in accordance with GAAP, the Accounting Principles consistently applied on a consistent basis throughout the periods represented covered thereby, and except that the Interim Financials are subject to normal year- end adjustments. The reserves reflected in the case of the Interim Financial Statements, subject to the exceptions set forth Statements are reasonable and have been calculated in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentencea consistent manner. (bE) The internal controls of the Company over financial reporting are effective in providing reasonable assurance regarding the reliability of financial reporting and preparation of financial statements in accordance with the Accounting Principles. (F) The Company maintains a system has no debts, Liabilities or obligations of internal accounting controls sufficient any nature (whether accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise and whether due or to provide reasonable assurance that become due), including, without limitation, Liabilities or obligations on account of Taxes or governmental charges or penalties, interest or fines thereon or in respect thereof, except (i) transactions are executed to the extent reflected and accrued for or reserved against in accordance with management’s authorizationthe Financial Statements or otherwise disclosed to Buyer Parties in Section 3(c)(viii) of the Disclosure Schedule, (ii) transactions are recorded as necessary to permit preparation for Liabilities and obligations incurred in the ordinary and usual course of financial statements business consistent with past custom and practices since the date of the Company Latest Balance Sheet, which, individually or in conformity with GAAP applied on a consistent basis and the aggregate, are not reasonably expected to maintain accountability for assetsbe material to the Business, (iii) access Liabilities (which are current) relating to assets future performance under the agreements to which a Company is permitted only a party, but in accordance with management’s authorizationno event any Liability arising out of any breach, nonperformance or defective performance by such Company of any such agreement and (iv) Liabilities under this Agreement and the recorded accountability for assets Transaction Documents to which a Company is compared a party. (G) Except as set forth on Section 3(c)(vii)(B)(6) of the Disclosure Schedule, the Company has no Indebtedness. (H) All accounts receivable of the Company (i) are bona fide and valid receivables arising from sales actually made or services actually performed and were incurred in the ordinary course of business, (ii) are properly reflected on the Company’s books and records in accordance with the existing assets Accounting Principles consistently applied and (iii) to the Company’s Knowledge, unless disclosed on Section 3(c)(viii) of the Disclosure Schedule, are not subject to any setoffs, counterclaims, credits or other offsets, and are current and collectible and will be collected in accordance with their terms at reasonable intervals their recorded amounts within ninety (90) days. No Person has any Lien on any accounts receivable or any part thereof, and appropriate action is taken no agreement for deduction, free goods or services, discount or other deferred price or quantity adjustment has been made by the Company with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness accounts receivable other than in the system ordinary course of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationbusiness.

Financial Statements. (a) Section 4.7(aEach of the financial statements (including, in each case, any notes thereto) contained or incorporated by reference in the Company SEC Reports (including each of the Company Disclosure Schedule contains complete copies SEC Filings filed after the date hereof until the Acceptance Date) complied with the rules and regulations of the audited balance sheetSEC (including Regulation S-X) as of the date of the filing of such reports, statement was prepared in accordance with GAAP, and fairly presents in all material respects the financial condition and the results of incomeoperations, statement of changes in stockholders’ equity and cash flow and statement of members’ equity of the Company Acquired Corporations as at the respective dates of and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited periods referred to in such financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented therebystatements, subject, in the case of the Interim Financial Statementsinterim financial statements, to (i) the omission of notes to the extent permitted by Regulation S-X (that, in the case of interim financial statements included in the Company SEC Reports filed since the Company’s most recent Annual Report on Form 10-K, would not differ materially from the notes to the financial statements included in such Annual Report) (the consolidated balance sheet included in such Annual Report, the “Balance Sheet”), and (ii) normal and recurring year-end adjustments (the effect of which will not not, individually or in the aggregate, be materially adverse) and adverse to the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial StatementsAcquired Corporations). The Financial Statements (a) are financial statements referred to in this Section 3.5 reflect the consistent with application of such accounting principles throughout the books and records periods involved, except as disclosed in the notes to such financial statements. No financial statements of any Person other than the Subsidiaries of the Company (which books and records are correct and complete are, or, since April 1, 2006 have been, required by GAAP to be included in all material respects); (b) fairly present the consolidated financial condition statements of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentenceCompany. (b) The Company maintains is not a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect party to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationOff-Balance Sheet Arrangements.

Financial Statements. (a) Section 4.7(aSchedule 7(i) of the Company Disclosure Schedule attached hereto contains true, correct and complete copies of of: (i) the audited balance sheet, statement of income, statement of cash flow consolidated and statement of members’ equity of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the consolidating balance sheet of the Company (the “Balance Sheet”) Borrowers, as of July December 31, 2023 (the “Interim Financial Statements Date”) 1998, and the related statements of income operations, stockholders, equity (deficit) and cash flows of the Borrowers for the seven-period covered thereby, including the footnotes thereto (all of foregoing being hereinafter collectively called the "Annual Financial Statements"); and (ii) the interim unaudited consolidated and consolidating balance sheet of the Borrowers (the "Interim Balance Sheet") as of August 31, 1999 (the "Interim Balance Sheet Date"), and the interim statements of operations of the Borrowers for the eight (8) month period then ended (all of the “foregoing, including the Interim Balance Sheet, being hereinafter collectively referred to as the "Interim Financial Statements” and, " and together with the Audited Annual Financial Statements collectively, the "Financial Statements, the “Financial Statements”"). . (b) The Financial Statements have been prepared taken as a whole (A) fairly present in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, all material respects (subject, in the case of the Interim Financial Statements, to normal and normal, recurring year-end adjustments (the effect of which will are not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented material individually or in the Audited Financial Statements). The Financial Statements (aaggregate) are consistent with the books and records financial position of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities Borrowers as of the respective dates they were prepared indicated and the results of the operations of the Company Borrowers for the periods indicated in all material respectsindicated, in each case, (B)(x) have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP, ") consistently applied on a consistent basis throughout the periods represented therebycovered thereby (subject, and in the case of the Interim Financial Statements, subject to normal, recurring year-end adjustments which are not material individually or in the aggregate) or (y) to the exceptions set forth in the preceding sentence; (c) do extent not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed prepared in accordance with management’s authorizationGAAP, then footnotes to the Financial Statements will be provided describing in reasonable detail the differences, if any, between the accounting principles pursuant to which such Financial Statements were in fact prepared and GAAP and (iiC) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, the books and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any records of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, Borrowers which have been maintained in a material manner, the Company’s ability to record, process, summarize and report financial information.manner consistent with

Financial Statements. (a) Section 4.7(aSchedule 4.2(a) of the Company Disclosure Schedule contains sets forth true and complete copies of (i) the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity unaudited financial statements of the Company Business, consisting of the net assets of the Business as of September 30 in each of the years 2020, 2021 and 2022, (ii) the related unaudited consolidated statements of income of the Business for the fiscal years twelve (12)-month period then ended December 31, 2022 and December 31, 2021 (the “Audited Unaudited Financial Statements”) and ), as well as the unaudited financial statements consisting net assets of the balance sheet of the Company (the “Balance Sheet”) Business as of July at March 31, 2023 (the “Interim Financial Statements Date”) and the related unaudited consolidated statements of income for the seven6-month period then ended (the “Interim Financial Statements” and, together with the Audited Unaudited Financial Statements, the “Financial Statements”), in each case including certain financial items related exclusively to the Products. The Except as set forth on Schedule 4.2(a), the Financial Statements Statements, which have not been prepared in accordance with GAAP applied on audited, subject to a consistent basis throughout the periods represented thereby, subjectreserve for excess and obsolete inventory and, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect none of which will not adjustments would, individually or in the aggregate, be materially adversematerial in nature of amount) and the absence of notes (thati) fairly present in all material respects the financial condition of the Business; (ii) were prepared with due care and attention in good faith in accordance with the Basis of Preparation; (iii) prepared from the books and records underlying the Seller’s financial statements, if presented, would not differ materially from those presented which are in accordance with GAAP; and (iv) unless otherwise stated in the Audited Financial Statements). The Financial Statements (a) Basis of Preparation are consistent with the accounting principles, policies, practices, and methodologies used in the preparation of the Seller’s financial statements. Except as set forth on Schedule 4.2(a), the Financial Statements were prepared from the books and records of the Company (which books Selling Parties and records are correct and complete fairly present in all material respects); (b) fairly present respects the financial condition of the Company and its assets and Liabilities Business as of the respective dates they were prepared and the financial condition and results of the operations of the Company Business for the periods indicated in all material respectsindicated. The net assets of the Business dated as of September 30, in each case, 2022 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”. (b) No Selling Party has any liabilities with respect to the Business of a type required to be reflected on a balance sheet prepared in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions those which are executed adequately reflected or reserved against in accordance with management’s authorizationthe Balance Sheet as of the Balance Sheet Date, (ii) transactions are recorded as necessary to permit preparation those arising under any Material Contract in the ordinary course of financial statements of the Company in conformity business consistent with GAAP applied on a consistent basis and to maintain accountability for assets, past practice or (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness those which have been incurred in the system ordinary course of Internal Controls utilized by business consistent with past practice since the CompanyBalance Sheet Date and which are not, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company individually or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Companyaggregate, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationamount.

Financial Statements. The Company has delivered to DoveBid, attached -------------------- hereto as Exhibit A, copies of: (a) Section 4.7(athe Company's compiled balance sheet as of --------- December 31, 1998, and the Company's compiled balance sheets as of December 31, 1999 and March 31, 2000, respectively (the "Balance Sheets") of and (b) the Company Disclosure Schedule contains complete copies of the audited balance sheet, Company's compiled income statement of income, and statement of cash flow and statement of members’ equity of the Company as of and flows for the fiscal years twelve months ended December 31, 2022 1998, and the Company's unaudited income statements and statement of cash flows for the twelve month period ended December 31, 2021 1999 and the three month period ended March 31, 2000, respectively (together, with the “Audited Balance Sheets and the Closing Balance Sheet, the "Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements"). The Financial Statements (a) are consistent in accordance with the books and records of the Company (which books and records are correct and complete in all material respects); Company, (b) fairly present the financial condition of the Company and its assets and Liabilities as of subsidiaries at the respective dates they were prepared date therein indicated and the results of operations for the operations period therein specified (except for the unaudited balance sheet dated as of March 31, 2000, and the unaudited income statements and statement of cash flows for the three month period ended March 31, 2000, which fairly present in all material respects the financial condition of the Company and its subsidiaries at the date therein indicated and the results of operations for the periods indicated in all material respects, in each case, period therein specified) and (c) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods represented therebywith prior periods. The Company (including its subsidiaries) has no debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected or reserved against in the case of Financial Statements and the Interim Financial StatementsClosing Liabilities Schedule, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; other than such liabilities and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that obligations which (i) transactions are executed not required to be reflected on the Balance Sheet in accordance with management’s authorizationthis Section 2.8, (ii) transactions are recorded as necessary to permit preparation of financial statements were incurred in the ordinary course of the Company in conformity Company's business consistent with GAAP applied on a consistent basis past practice, and to maintain accountability for assets, (iii) access are not material in amount to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management its financial condition, assets or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationbusiness.

Financial Statements. (a) Section 4.7(a) The Company has prior to the date of this Agreement made available to the Company Disclosure Schedule contains SPAC true, complete and correct copies of the audited balance sheetsheet of the Company as of December 31, statement 2020 and December 31, 2021, and the related audited statements of incomeoperations and comprehensive loss, statement of cash flow flows and statement of membersstockholders’ equity of the Company as for each of and for the fiscal years then ended December 31(collectively, 2022 and December 31, 2021 (the “Audited Financial Statements”), which are attached as Section 4.07(a) and unaudited financial statements consisting of the Company Disclosure Schedule, and which contain an unqualified report thereon of the Company’s auditors. Each of the Audited Financial Statements (including the notes thereto) (i) was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company as at the date thereof and for the period indicated therein, except as otherwise noted therein, and (iii) was audited in accordance with the standards of the PCAOB. (b) The Company has prior to the date of this Agreement made available to the SPAC a true, complete and correct copy of the unaudited balance sheet of the Company (the “Balance Sheet”) as of July March 31, 2023 2022 (the “Interim Financial Statements DateBalance Sheet”) ), and the related unaudited statements of income operations and comprehensive loss and cash flows of the Company for the seventhree-month period then ended (ended, which are attached as Section 4.07(b) of the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”)Company Disclosure Schedule. The Financial Statements have been Such unaudited financial statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods represented therebyindicated (except for the omission of footnotes and subject to year-end adjustments, subjectnone of which are individually or in the aggregate material) and fairly present, in all material respects, the case financial position, results of operations and cash flows of the Interim Financial StatementsCompany as at the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments (the effect none of which will not be materially adverseare individually or in the aggregate material) and the absence of notes notes. (that, if presented, would not differ materially from those presented in c) Except as and to the extent set forth on the Audited Financial Statements). The Financial Statements (a) are consistent with and the books and records of Interim Balance Sheet, the Company has no liability or obligation of a nature (which books and records are correct and complete in all material respects); (bwhether accrued, absolute, contingent or otherwise) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were required to be reflected on a balance sheet prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that for (i) transactions are executed liabilities that were incurred in accordance with management’s authorizationthe ordinary course of business since the date of such Interim Balance Sheet, (ii) transactions are recorded as necessary obligations for future performance under any contract to permit preparation which the Company is a party or (iii) liabilities and obligations which would not have a Company Material Adverse Effect. (d) Since December 31, 2019 (i) neither the Company nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any such complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial statements officer, general counsel, the Company Board or any committee thereof. (e) To the knowledge of the Company, no employee of the Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any Law. None of the Company or, to the knowledge of the Company any officer, employee, contractor, subcontractor or agent of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company in conformity with GAAP applied the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a). (f) All accounts payable of the Company reflected on a consistent basis the Interim Balance Sheet or arising thereafter are the result of bona fide transactions in the ordinary course of business and to maintain accountability for assetshave been paid or are not yet due or payable. Since the date of the Interim Balance Sheet, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor altered in any material respects its practices for the payment of (x) any significant deficiency or material weakness in such accounts payable, including the system timing of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationsuch payment.

Financial Statements. 6.7.1 MMI Holdings shall deliver to Stream International: (a) Section 4.7(ano later than December 31, 1997, the MMI Balance Sheet; (b) within 90 days after the end of the Company Disclosure Schedule contains complete copies each fiscal year of the MMI Holdings, an audited balance sheetsheet of MMI Holdings as at the end of such year and audited statements of income and of cash flows of MMI Holdings for such year, statement certified by certified public accountants of incomeestablished national reputation selected by MMI Holdings, statement and prepared in accordance with GAAP; and (c) within 45 days after the end of each fiscal quarter of MMI Holdings, an unaudited balance sheet of MMI Holdings as at the end of such quarter, and unaudited statements of income and of cash flow and statement of members’ equity of the Company as of MMI Holdings for such fiscal quarter and for the current fiscal years ended December 31, 2022 and December 31, 2021 year to the end of such fiscal quarter. 6.7.2 The foregoing financial statements shall be prepared on a consolidated basis if MMI Holdings then has any subsidiaries. The financial statements delivered pursuant to clauses (the “Audited Financial Statements”a) and unaudited financial statements consisting (b) of Section 6.7.1 shall be accompanied by a certificate of the balance sheet chief financial officer of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related MMI Holdings stating that such statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverseexcept as noted) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of and, with respect to the Company and its assets and Liabilities as of the respective dates they were prepared and the financial statements described in clause (b), results of the operations of MMI Holdings at the Company date thereof and for the periods indicated in all material respectscovered thereby, in each case, except that the financial statements may not be in accordance with GAAP, applied on a consistent basis throughout GAAP because of the periods represented thereby, absence of footnotes normally contained therein and are subject to normal year- end audit adjustments which in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; aggregate will not be material. 6.7.3 MMI Holdings' obligations under clauses (b) and (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in of Section 6.7.1 shall terminate upon the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system earliest of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorizationthe sale of all or substantially all of the assets of MMI or MMI Holdings, (ii) transactions are recorded as necessary to permit preparation the sale of financial statements all or substantially all of the Company outstanding shares of capital stock of MMI Holdings or MMI (by merger, purchase or otherwise Holdings or MMI but in conformity with GAAP applied on a consistent basis and no event including any transaction required to maintain accountability for assets, effect the Distribution) or (iii) access the consummation of an initial public offering of equity securities of MMI registered under the Securities Act of 1933, as amended. 6.7.4 Stream International shall deliver to assets is permitted only MMI Holdings, no later than December 31, 1997, the Stream International Balance Sheet, which shall be accompanied by a certificate of the chief financial officer of Stream International stating that such balance sheet has been prepared in accordance with management’s authorizationGAAP (except as noted) and fairly presents the financial condition of Stream International as of the date thereof, except that the balance sheet may not be in accordance with GAAP because of the absence of footnotes normally contained therein and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect are subject to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness normal year-end adjustments which in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably aggregate will not be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationmaterial.

Financial Statements. (a) Section 4.7(aBuyer has delivered to Seller (a) an unaudited consolidated balance sheet of Buyer as of November 30, 2015 (the Company Disclosure Schedule contains complete copies “Buyer Interim Balance Sheet,” and, such date, the “Buyer Interim Balance Sheet Date”) (b) audited consolidated balance sheets of Buyer as of December 31, 2014, 2013, and 2012 and the audited balance sheetrelated unaudited income statements, statement statements of incomeoperations, statement cash flows, for the years then ended, 2014, 2013, and 2012. Such financial statements and notes thereto fairly present the financial condition and the results of operations, changes in stockholder’s equity and cash flow and statement of members’ equity of Buyer as at the Company as respective dates of and for the fiscal years ended December 31periods referred to in such financial statements, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared all in accordance with GAAP applied on a consistent basis throughout the periods represented therebyGAAP, subject, subject in the case of the Interim Financial Statements, interim financial statements to normal and recurring year-end adjustments (the effect of which will not not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented included in the Audited Financial StatementsBuyer Interim Balance Sheet). The Financial Statements (a) are financial statements referred to in this Section 3.3 reflect the consistent with the books and records application of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis such accounting principles throughout the periods represented thereby, and involved. No financial statements of any other Person are required by GAAP to be included in the case financial statements of Buyer. All of the Interim foregoing financial statements are referred to collectively in this Agreement as the “Buyer Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence.” (b) The Company maintains a system Except as set forth in Section 3.3 of internal accounting controls sufficient to provide reasonable assurance that the Buyer Disclosure Schedule, since the Buyer Interim Balance Sheet Date, whether or not in the Ordinary Course of Business, there has not been, occurred or arisen: (i) transactions are executed any event, occurrence, development or state of circumstances or facts that would, individually or in accordance with management’s authorizationthe aggregate, have a material adverse effect on the Business; (ii) transactions are recorded as necessary to permit preparation any declaration, setting aside or payment of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken any dividend or other distribution with respect to any differences shares of Buyer Capital Stock, or any repurchase, redemption or other acquisition by Buyer of any outstanding shares of capital stock or other securities of, or other ownership interests in, Buyer; (“Internal Controls”). The Company has iii) any incurrence, assumption or guarantee by Buyer of any indebtedness for borrowed money; (iv) any creation or other incurrence by Buyer of any Encumbrance on any material asset; (v) any making of any material loan, advance or capital contribution to or investment in any Person; (vi) any damage, destruction or other casualty loss (whether or not identified covered by insurance) affecting the Business; (vii) any transaction or received notice from an commitment made, or any Contract entered into by Buyer, involving the acquisition or disposition of any material asset of Buyer; (viii) amendment to the Organizational Documents of Buyer; (ix) payment or increase by Buyer of any bonus, salary or other compensation to any independent auditor contractor, stockholder, director, officer or (except in the Ordinary Course of Business) employee or entry into any employment, severance or similar Contract with any director, officer or employee; (x) entry into, termination of or receipt of notice of termination by Buyer of (i) any significant deficiency license, distributorship, dealer, sales representative, joint venture, credit or material weakness similar agreement or (ii) any Contract or transaction involving a total remaining commitment by or to Buyer of at least $10,000; or (xi) sale (other than sales of inventory in the system Ordinary Course of Internal Controls utilized by the CompanyBusiness), (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management lease or other employees who have a role in disposition of any asset or property of Buyer or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Buyer, including the preparation sale, lease or other disposition of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationIntellectual Property.

Financial Statements. (a) Section 4.7(aThe Parent and Arch have heretofore furnished to each Credit Party a copy of their respective (A) of the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and Forms 10-K for the fiscal years year ended December 31, 2022 1998, containing the audited Consolidated balance sheets of the Parent and its Subsidiaries and of Arch and its Subsidiaries, respectively, as of December 31, 1997 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 311998, 2023 (the “Interim Financial Statements Date”) and the related Consolidated statements of income operations, stockholder's equity and cash flows for the sevenperiods then ended, (B) Forms 10-month period then Q for the fiscal quarters ended (March 31, 1999, June 30, 1999 and September 30, 1999, containing the “Interim Financial Statements” andunaudited Consolidated balance sheets of the Parent and its Subsidiaries and of Arch and its Subsidiaries, respectively, for such fiscal quarters, together with the Audited Financial Statements, related Consolidated statements of operations and cash flows for the “Financial Statements”fiscal quarters then ended and (C) unaudited pro forma financial statements (after giving effect to the Transactions). The Financial Statements have been prepared financial statements referred to in clauses (A) and (B) present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent, Arch, the Borrower and their Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP applied on a consistent basis throughout GAAP, subject to year-end audit adjustments and the periods represented thereby, subject, absence of footnotes in the case of the Interim Financial Statementsquarterly statements referred to above. The pro forma financial statements referred to in clause (C) were prepared in good faith based upon reasonable assumptions, it being understood that any such pro forma financial statements represent an estimate, based on various assumptions, of future results of operations which may or may not in fact occur. Except as fully reflected in the financial statements referred to normal and recurring year-end adjustments in clauses (the effect of which will not be materially adverseA), (B) and the absence (C), there are no material liabilities or obligations with respect to Arch or any of notes its Subsidiaries of any nature whatsoever (thatwhether absolute, if presented, would contingent or otherwise and whether or not differ materially from those presented in the Audited Financial Statementsdue). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system Since December 31, 1998, except for the acquisition of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorizationMobileMedia Communications, (ii) transactions are recorded as necessary to permit preparation of financial statements Inc. and its Subsidiaries and the Transactions, each of the Company in conformity with GAAP applied on a consistent basis Parent and to maintain accountability for assets, (iii) access to assets is permitted each of its Subsidiaries has conducted its business only in accordance with management’s authorization, the ordinary course and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company there has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are been no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationMaterial Adverse Change.

Financial Statements. of the Disclosure Schedule contains (a) Section 4.7(a) of the Company Disclosure Schedule contains complete copies of the audited consolidated balance sheet, statement of income, statement of cash flow and statement of members’ equity sheet of the Company as of and for the fiscal years ended December 31, 2022 1999 and December 31, 2021 2000 (the “Audited Financial Statements”"December Balance Sheets") and the related audited consolidated statements of income and cash flows for the years then ended and (b) the unaudited financial statements consisting of the consolidated balance sheet of the Company as of September 30, 2001 (the “"September 30 Balance Sheet”) " with September 30, 2001 being hereinafter referred to as of July 31, 2023 (the “Interim Financial Statements "Balance Sheet Date”") and the related unaudited consolidated statements of income and cash flows for the seven-month period nine months then ended (individually and collectively, the “Interim "Financial Statements” and, together with "). Except as disclosed in Section 2.5 of the Audited Financial StatementsDisclosure Schedule, the “Financial Statements”Statements were prepared in accordance with United States generally accepted accounting principles ("GAAP"), consistently applied (except that the financial statements as of the Balance Sheet Date are subject to normal year-end adjustments, which would not, individually and in the aggregate, be material except as disclosed in Section 2.5 of the Disclosure Schedule), and present fairly in all material respects the financial position, results of operations, and cash flows of the Company and its Subsidiaries as of the respective dates and for the respective periods indicated therein. Except as disclosed in Section 2.5 of the Disclosure Schedule, all related party transactions have been accounted for by use of consistent accounting policies and methodologies during the periods involved except as otherwise disclosed in the notes to the Financial Statements and except for changes in such accounting policies and methodologies which would not affect the comparability of such financial information in any material way. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially derived from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (Company, which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, have been maintained in accordance with GAAP, applied on a consistent basis throughout good business practice and all applicable Laws. Neither the periods represented thereby, and in December Balance Sheets nor the case September Balance Sheet reflects any material amounts of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary barter or nonrecurring operation trade transactions or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentencearrangements. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information.

Financial Statements. Company has delivered to Subsidiary (a) Section 4.7(a) of the Company Disclosure Schedule contains complete copies of the audited balance sheetsheets of Company as at May 31, statement 1997, and June 1, 1996, and the related audited statements of income, statement of changes in stockholders' equity, and cash flow for each of the fiscal years then ended, together with the report thereon of Robexxxxx & Xompany, independent auditors, and statement of members’ equity (b) the unaudited balance sheet of the Company as of and for the fiscal years ended December 31May 30, 2022 and December 311998, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements statement of income for the seven-month period fiscal year then ended (ended. Such financial statements and notes fairly present the “Interim Financial Statements” andfinancial condition and the results of operations, together with changes in stockholders' equity, and cash flow of Company as at the Audited Financial Statementsrespective dates of and for the periods referred to in such financial statements, the “Financial Statements”). The Financial Statements have been prepared all in accordance with GAAP applied on a consistent basis throughout the periods represented therebyGAAP, subject, in the case of the Interim Financial Statementsinterim financial statements, to normal and recurring year-end adjustments (the effect of which will not not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented included in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respectslast audited statement); (b) fairly present the financial condition statements referred to in this Section 5.4 reflect the consistent application of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis such accounting principles throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions involved. Except as set forth on Schedule 5.4, Company has not been advised in writing by any attorney representing it that there are any "loss contingencies" (as defined in Statement of Financial Accounting Standards No. 5 issued by the preceding sentence; (c) do not include any extraordinary Financial Accounting Standards Board of March, 1975), which would be required to be disclosed or nonrecurring operation or transaction except as expressly set forth accrued in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company were such statements prepared as of the date hereof. No financial statements of any Person other than Company are required by GAAP to be included in conformity with GAAP applied on the financial statements of Company. The May 30, 1998, audited financial statements of the Company shall be delivered no later than August 31, 1998, including the audited balance sheet of the Company as of May 30, 1998 (the "Balance Sheet"), and, when delivered, shall be deemed to constitute a consistent basis portion of the Supplement entitling the Parent to such rights and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken obligations applicable with respect to any differences the Supplement, except that the ten (“Internal Controls”). The Company has not identified or received notice from an independent auditor 10) day period referenced in Section 4.3 shall commence on the date of (x) any significant deficiency or material weakness in the system delivery of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of such financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationstatements.

Financial Statements. (a) As used herein, the term “Company Financials” means (i) when delivered in accordance with Section 4.7(a5.4(a), the PCAOB Company Financials, (ii) the consolidated audited financial statements of the Company Disclosure Schedule contains complete copies LLP Companies (including, in each case, any related notes thereto), consisting of the audited balance sheet, consolidated statement of income, statement of cash flow and statement of members’ equity financial position of the Company LLP Companies as of and for the fiscal years ended December 31, 2022 and December 31, 2021 2021, and the related consolidated audited statements of profit or loss and other comprehensive income, statements of changes in equity, and statements of cash flows for the years then ended (collectively, the “Audited Financial StatementsAnnual Company Financials”), and (iii) and the consolidated unaudited financial statements of the LLP Companies, consisting of the balance sheet consolidated statement of financial position of the Company (the “Balance Sheet”) LLP Companies as of July 31June 30, 2023 (the “Interim Financial Statements Balance Sheet Date”) ), and the related consolidated unaudited statements of income profit or loss and other comprehensive income, statements of changes in equity, and statements of cash flows for the seven-six (6) month period then ended (collectively, the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial StatementsCompany Financials”). The Financial Statements have been Company Financials (including the PCAOB Company Financials when delivered) (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with based upon the books and records of the Company LLP Companies as of the times and for the periods referred to therein, (ii) were prepared in accordance with IFRS, consistently applied throughout and among the periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for IFRS and exclude year-end adjustments which books will not be material in amount) and records are correct and complete (iii) fairly present in all material respects); (b) fairly present respects the consolidated financial condition position of the Company and its assets and Liabilities LLP Companies as of the respective dates they were prepared thereof and the consolidated results of the operations and cash flows of the Company LLP Companies for the periods indicated in all material respectsindicated. The PCAOB Company Financials, in each case, when delivered in accordance with GAAPSection 5.4(a), applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) will comply with all Laws and Governmental Orders in all material respects with all applicable accounting requirements under the Securities Act and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements rules and regulations of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationSEC thereunder.

Financial Statements. Attached as SCHEDULE 2.5 are true and complete copies of: (a) Section 4.7(a) of the Company Disclosure Schedule contains complete copies of the audited unaudited balance sheet, statement of income, statement of cash flow and statement of members’ equity sheets of the Company as of and for the fiscal years ended December 31, 2022 1995, December 31, 1996 and December 31, 2021 1997 (the “Audited Financial Statements”) and unaudited financial statements consisting of the December 31, 1997 balance sheet of is hereinafter referred to as the Company (the “"1997 Balance Sheet”) as of July 31"), 2023 (the “Interim Financial Statements Date”) and the related statements of income income, stockholders' equity and cash flow for the seven-month period then fiscal year ended (the “Interim Financial Statements” andDecember 31, 1995, December 31, 1996 and December 31, 1997, together with the Audited notes thereto; and (b) the most recent monthly and year-to-date financial statements provided to the Chevrolet Motor Division of General Motors Corporation (the "Factory Statements"); (the financial statements referred to in clauses (a) and (b) above, including the notes thereto, being referred to herein collectively as the "Financial Statements, the “Financial Statements”"). The Financial Statements have been prepared of the Company are in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) Company, fairly present the financial condition position, results of operations, stockholders' equity and changes in the financial position of the Company and its assets and Liabilities as of the respective dates they were prepared and for the periods indicated, and can be legitimately reconciled with the financial statements and the results of financial records maintained and the operations accounting methods applied by the Company for federal income tax purposes. The Financial Statements of the Company include all adjustments, which consist of only normal recurring accruals, necessary for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and such fair presentations. The statements of income included in the case Financial Statements of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) Company do not include contain any extraordinary items of special or nonrecurring operation or transaction non-recurring income except as expressly set forth identified therein, and the balance sheets included in the notes thereto; Financial Statements of the Company do not reflect any write up or revaluation increasing the book value of any assets except as expressly identified therein. The books and (d) comply with all Laws accounts of the Company are complete and Governmental Orders current in all material respects and subject to fairly reflect all of the exceptions transactions, items of income and expense and all assets and liabilities of the businesses of the Company consistent with prior practices of the Company. Each Factory Statement is accurate and complete and was prepared in compliance with the requirements of the appropriate automobile manufacturer, including, but not limited to, all requirements set forth in the preceding sentencecontract with such automobile manufacturer. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information.

Financial Statements. (a) Section 4.7(a) of Attached hereto as Schedule 4.5 are unaudited balance sheets relating to the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company System as of and for the fiscal years ended each of December 31, 2022 and December 2002, March 31, 2021 (the “Audited Financial Statements”) 2003 and June 30, 2003, and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income operations relating to the System for the sevenone-year period, three-month, and six-month period then ended ended, respectively (collectively, and with all financial statements after the “Interim date hereof to be provided to Buyer pursuant to Section 6.1(c), and with the Additional Unaudited Financial Statements” andStatements which Sellers are obligated to deliver in Section 6.2(c), together (d) and (e), and with the Audited Financial StatementsStatements prepared pursuant to Section 6.2(c) and (d), the “"Financial Statements”"). The Financial Statements have been were prepared or, in the case of all financial statements to be provided to Buyer after the date hereof, will be prepared, in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, except as described therein (in the case of any unaudited financial statements) throughout the Interim Financial Statementsperiods covered thereby and on a basis consistent with Charter Communications, Inc.'s audited consolidated financial statements for the corresponding periods, are (or will be) accurate and complete in all material respects and fairly present (or will present) the financial condition and results of operations of the System as of the date and for the periods indicated, subject to normal and recurring normal, immaterial year-end adjustments (in the effect case of which will not be materially adverseinterim financial statements) and the absence omission of notes footnotes (that, if presented, would not differ materially from those presented in the case of interim financial statements). The Audited Financial Statements, when delivered pursuant to Section 6.2(c) and 6.2(d), will not vary materially from the unaudited financial statements attached as Schedule 4.5 or to be delivered pursuant to this Agreement for the corresponding periods. Sellers have delivered to Buyer the audited consolidated balance sheet of Parent and its subsidiaries as of December 31, 2002 (the "Parent Balance Sheet"), and the related consolidated statements of operations, changes in member's equity and cash flows for the year then ended (collectively, the "Parent Financial Statements"). The Parent Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct accurate and complete in all material respects); (b) respects and fairly present the financial condition and results of the Company operations of Parent and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company subsidiaries on a consolidated basis for the periods indicated indicated. There has not been a material and adverse change in all material respectsthe assets, in each case, in accordance with GAAP, applied liabilities or financial condition of Parent and its subsidiaries on a consistent consolidated basis throughout the periods represented therebysince December 31, and in the case of the Interim Financial Statements, subject to the exceptions 2002. Parent has no material obligations or liabilities other than those set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth Parent Balance Sheet, those incurred in the notes thereto; and (d) comply with all Laws and Governmental Orders ordinary course of business since December 31, 2002, or those to be incurred in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared connection with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationVulcan Credit Facility.

Financial Statements. Attached to Section 3.6 of the Disclosure Schedule are copies of the Company's unaudited (a)(i) balance sheets as of December 31, 2001 and 2002; (ii) statements of operations for each of the two years in the period ended December 31, 2002; (iii) statements of stockholders' equity for each of the two years in the period ended December 31, 2002; and (iv) statements of cash flows for each of the two years in the period ended December 31, 2002, and (b) balance sheet as of March 31, 2003 (the "March 31, 2003 Balance Sheet") and statements of operations for the three months ended March 31, 2003 (the financial statements referred to in clauses (a) Section 4.7(aand (b) of this paragraph and the Company Disclosure Schedule contains complete copies accompanying schedules thereto are referred to herein collectively as the "Unaudited Financial Statements"). Except as disclosed on Section 3.6 of the audited balance sheetDisclosure Schedule, statement of incomethe Unaudited Financial Statements present fairly, statement of cash flow and statement of members’ equity in all material respects, the financial position of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared thereof, and the results of the operations and cash flows of the Company for the respective periods indicated indicated, all in all material respects, in each case, in accordance conformity with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim . The Unaudited Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements Statements show no obligation of the Company in conformity with GAAP applied on for borrowed money except as a consistent basis guarantor of the credit facilities of Seller and to maintain accountability certain of its subsidiaries and contain and reflect all necessary adjustments and accruals for assetsa fair presentation of the Company's financial condition. The Unaudited Financial Statements contain and reflect adequate provisions for all reasonably anticipated liabilities for all taxes, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to the period then ended and all prior periods. No insolvency proceeding of any differences (“Internal Controls”). The character, including, without limitation, bankruptcy, receivership, reorganization, composition, or arrangement with creditors, voluntary or involuntary, affecting the Company has not identified or received notice from an independent auditor any of (x) any significant deficiency its assets or material weakness in properties is pending or, to the system knowledge of Internal Controls utilized by Seller and the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves threatened. Neither the Company or nor the Company’s management or other employees who have a role Seller has taken any action in the preparation of financial statements or the Internal Controls utilized by the Companycontemplation of, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material mannerconstitute the basis for, the Company’s ability to record, process, summarize and report financial informationinstitution of any such insolvency proceedings.

Financial Statements. (a) Section 4.7(a) of the The Company Disclosure Schedule contains has made available to SPAC true and complete copies of the audited consolidated balance sheet, statement of income, statement of cash flow and statement of members’ equity sheet of the Company and its Subsidiaries as of December 31, 2021, and the related audited consolidated statements of income and profit and loss, and cash flows, for the fiscal years year then ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”). (b) The Company has made available to SPAC true and unaudited financial statements consisting complete copies of the unaudited consolidated balance sheet of the Company (the “Balance Sheet”) and its Subsidiaries as of July 31September 30, 2023 (the “Interim Financial Statements Date”) 2022, and the related unaudited consolidated statements of income and profit and loss, and cash flows, for the seven-month period then ended (the “Interim Financial StatementsManagement Accounts” and, and together with the Audited Financial Statements, the “Company Financial Statements”). . (c) The Company Financial Statements delivered by the Company (i) have been prepared in accordance with the books and records of the Company and its Subsidiaries, (ii) fairly present, in all material respects, the financial condition and the results of operations and cash flow of the Company and its Subsidiaries on a consolidated basis as of the dates indicated therein and for the periods indicated therein, except in the case of the Management Accounts, subject to (A) normal year-end adjustments and (B) the absence of footnotes required under GAAP, and (iii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods represented therebyinvolved (except as may be indicated in the notes thereto), subject, except that in the case of the Interim Financial StatementsManagement Accounts, subject to (A) normal and recurring year-end adjustments and (the effect of which will not be materially adverseB) and the absence of notes footnotes required under GAAP. Any audited financial statements delivered in accordance with Section 5.8 will, when so delivered, (that, if presented, would not differ materially from those presented A) be audited in the Audited Financial Statements). The Financial Statements (a) are consistent accordance with the books and records standards of the U.S. Public Company Accounting Oversight Board and (which books and records are correct and complete B) comply in all material respects); (b) fairly present respects with the financial condition applicable accounting requirements and with the rules and regulations of the Company SEC, the Exchange Act and its assets and Liabilities the Securities Act applicable to a registrant, in effect as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respectsthereof (including, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject extent applicable to the exceptions set forth in Company, Regulation S-X under the preceding sentenceSecurities Act). (bd) The Company maintains a system of internal accounting controls which is reasonably sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorizationgeneral or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s authorization, general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences differences. (“Internal Controls”). The e) In the past three (3) years, none of the Company has not identified or received notice from any of its Subsidiaries nor, to the Knowledge of the Company, an independent auditor of the Company or its Subsidiaries, has identified or been made aware in writing of (xi) any significant deficiency or material weakness in the system of Internal Controls internal accounting controls utilized by the CompanyCompany and its Subsidiaries, (yii) any factsfraud, that in their totalitywhether or not material, reasonably constitute fraud that involves the Company Company’s or the Companyany Subsidiary’s management or other employees who have a role in the preparation of financial statements or the Internal Controls internal accounting controls utilized by the CompanyCompany and its Subsidiaries, or (ziii) to the Knowledge of the Company, any allegation, assertion or claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information.

Financial Statements. (a) Attached as Section 4.7(a) 3.6 of the Disclosure Schedule are true, correct, and complete copies of: the 06/30/98 financial statements of the Company Disclosure Schedule contains complete copies of together with the audited balance sheetaudit report dated September 22, statement of income1998 thereon, statement of cash flow and statement of members’ equity the unaudited Balance Sheet of the Company as dated March 31, 1999, and the unaudited Statements of Income, Cash Flows, and Stockholder's Equity for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period nine months then ended (the “Interim Financial Statements” and, together with the Audited Financial Statementscollectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements"FINANCIAL STATEMENTS"). The Financial Statements (ai) are consistent in accordance with the books and records of the Company Company, (which books and records are correct and complete in all material respects); (bii) present fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared indicated and the results of operations for such periods, and (iii) the operations audited Financial Statements have been prepared with consistently applied accounting principles throughout the periods involved. The Financial Statements do not contain any items of special or nonrecurring income, or other income not earned in the ordinary course of business, except as specifically set forth in Section 3.6 of the Disclosure Schedule. The financial books, financial records, and financial accounts of the Company for the periods indicated in all material respectsshown to Purchaser accurately and fairly reflect, in each casereasonable detail, in accordance with GAAPall transactions, applied on a consistent basis throughout the periods represented therebyassets, and in the case liabilities of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”)Company. The Company has not identified engaged in any transaction, maintained any bank account, or received notice from an independent auditor used any of (x) any significant deficiency or material weakness in the system funds of Internal Controls utilized by the Company, (y) any factsexcept for transactions, that bank accounts, and funds which have been and are reflected in their totalitythe normally maintained books and records of the Company. Except as reflected on Section 3.6 of the Disclosure Schedule, reasonably constitute fraud that involves there is no liability or indebtedness of the Company for dividends or other distributions declared or accumulated but unpaid with respect to the Common Stock or the Company’s management Purchased Common Shares. No other information provided by or other employees who have a role on behalf of the Company to the Purchaser which is not included in the preparation Financial Statements, including, without limitation, information referred to in Section 2.4 of financial this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements or therein, in the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any light of the foregoing. There circumstance under which they are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affectwere made, in a material manner, the Company’s ability to record, process, summarize and report financial informationnot misleading.

Financial Statements. Sellers have delivered to Buyer: (a) Section 4.7(a) audited consolidated balance sheets of the Company Disclosure Schedule contains complete copies Acquired Companies as of December 31 in each of the years 1997 through 1998, and the related audited balance sheet, statement consolidated statements of income, statement of changes in stockholders' equity, and cash flow and statement of members’ equity for each of the Company fiscal years then ended, together with the report thereon of Xxxxxxx, Xxxxxx & McNanamee, PA, independent certified public accountants and (b) an audited consolidated balance sheet of the Acquired Companies as of June 30, 1999 (including the notes thereto, the "Balance Sheet"), and the related consolidated statements of income, changes in stockholders' equity, Debt and cash flow for the fiscal year then ended, together with the report thereon of Xxxxxxx, Xxxxxx & XxXxxxx, PA, independent certified public accountants. Such financial statements and notes fairly present the financial condition and the results of operations, changes in stockholders' equity, Debt and cash flow of the Acquired Companies as at the respective dates of and for the fiscal years ended December 31periods referred to in such financial statements, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared all in accordance with GAAP applied on a consistent basis throughout the periods represented therebyGAAP, subject, in the case of the Interim Financial Statementsinterim financial statements, to normal and recurring year-end adjustments (the effect of which will not not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented included in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respectsBalance Sheet); (b) fairly present the financial condition statements referred to in this Section 3.4 reflect the consistent application of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis such accounting principles throughout the periods represented therebyinvolved, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth disclosed in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to such financial statements. No financial statements of any Person other than the exceptions set forth Acquired Companies are required by GAAP to be included in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of consolidated financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information.

Financial Statements. (a) Section 4.7(aAs used herein, the term “Company Financials” means the (i) unaudited consolidated financial statements of the Company Disclosure Schedule contains complete copies (including, in each case, any related notes thereto), consisting of the audited consolidated unaudited balance sheet, statement of income, statement of cash flow and statement of members’ equity sheets of the Company as of December 31, 2021 and December 31, 2022, and the related consolidated unaudited income statements, changes in stockholder equity and statements of cash flows for the fiscal years ended December 31then ended, 2022 and December 31, 2021 (ii) the “Audited Financial Statements”) and unaudited financial statements statements, consisting of the consolidated balance sheet of the Company (the “Balance Sheet”) as of July March 31, 2023 (the “Interim Financial Statements Balance Sheet Date”) and the related statements consolidated income statement, changes in stockholder equity and statement of income cash flows for the seven-month period three (3) months then ended (ended. True and correct copies of the “Interim Financial Statements” and, together with Company Financials have been provided to the Audited Financial Statements, the “Financial Statements”)Purchaser. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments Company Financials (the effect of which will not be materially adversei) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with accurately reflect the books and records of the Company as of the times and for the periods referred to therein, (ii) were prepared in accordance with GAAP, consistently applied throughout and among the periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments which books will not be material in nature or amount), and records are correct and complete (iii) fairly present in all material respects); (b) fairly present respects the consolidated financial condition position of the Company and its assets and Liabilities as of the respective dates they were prepared thereof and the consolidated results of the operations and cash flows of the Company for the periods indicated indicated. The Company has not been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. The Audited Financial Statements, when delivered in all material respectsaccordance with Section 6.26, in each casewill (X) accurately reflect the books and records of Company as of the times and for the periods referred to therein, (Y) have been prepared in accordance with GAAP, consistently applied on a consistent basis throughout and among the periods represented therebyinvolved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments which will not be material in nature or amount ), and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (cZ) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders fairly present in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of consolidated financial statements position of the Company in conformity with GAAP applied on a consistent basis as of the respective dates thereof and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, the consolidated results of the operations and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor cash flows of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or for the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationperiods indicated.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains complete copies of the Norbord’s audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company financial statements as of at and for the fiscal years ended December 31, 2022 2018 and December 31, 2021 2019 (including the notes thereto) and related MD&A and Norbord’s consolidated financial statements as at and for the three and nine months ended October 3, 2020 and related MD&A (collectively, the “Audited Norbord Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been were prepared in accordance with GAAP applied on a IFRS consistent basis throughout with the prior period (except (a) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Norbord’s independent auditors, or (b) in the case of unaudited interim statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and applicable Laws and present fairly, in all material respects, the consolidated financial position, financial performance and cash flows of Norbord for the dates and periods represented thereby, indicated therein (subject, in the case of any unaudited interim financial statements, to normal period-end adjustments) and reflect reserves required by IFRS in respect of all material contingent liabilities, if any, of Norbord on a consolidated basis. There has been no material change in Norbord’s accounting policies, except as described in the Interim Norbord Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adversesince December 31, 2019. Other than as disclosed in Section 3.1(m) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are Norbord Disclosure Letter, Norbord has not made any determination to correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respectsor restate, in each casenor, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include knowledge of Norbord is there any extraordinary basis for any correction or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system restatement of, any aspect of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoingNorbord Financial Statements. There are no significant deficiencies off-balance sheet transactions, arrangements, obligations (including contingent obligations) or material weaknesses other relationships of Norbord or any of its subsidiaries with unconsolidated entities or other Persons that are not reflected in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationNorbord Financial Statements.

Financial Statements. (a) Section 4.7(a) The audited balance sheet and income statement of the Company Disclosure Schedule contains complete copies Corporation as of the audited 30th day of September, 1997, in the form attached to this Agreement as Exhibit 2.5(A) and the income statement for the period ending the 30th day of September, 1997, in the form attached to this Agreement as Exhibit 2.5(B) (collectively the "Audited Financial Statements"), fairly presents in all material respects the financial position of the Corporation as of the 30th day of September, 1997 and has been prepared in accordance with generally accepted accounting principles, consistently applied, and in a manner substantially consistent with prior financial statements of the Corporation. The latest unaudited, balance sheet, sheet and income statement of income, statement of cash flow and statement of members’ equity the Corporation as of the Company as 31st day of December, 1997 and for the fiscal years ended December 31month then ended, 2022 and December 31, 2021 in the form attached hereto as Exhibit 2.5(C) (the “Audited "Latest Financial Statements”) and unaudited "), fairly presents in all material respects the financial statements consisting position of the balance sheet Corporation as of the Company (the “Balance Sheet”) as 31st day of July 31December, 2023 (the “Interim Financial Statements Date”) 1997 and the related statements results of income operations for the seven-one month period then ended (the “Interim Financial Statements” and, together and have been prepared in accordance with generally accepted accounting principles consistently applied and in a manner substantially consistent with the Audited Financial Statements, except for differences resulting from normally occurring audit adjustments, including, but not limited to, income tax and tax accrual adjustments, or as noted in the “Financial Statements”). The Latest Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to . Except as contemplated by or permitted under this Agreement, there are no adjustments that would be required on review of the exceptions set forth Latest Financial Statements that would, individually or in the preceding sentenceaggregate, have a material negative effect upon the Corporation's reported financial condition. (b) The Company maintains audited balance sheet of the Corporation as of the 30th day of September, 1997, reflects a system tangible book value of internal accounting controls sufficient to provide reasonable assurance that not less than two million two hundred thousand dollars (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of $2,200,000). The unaudited financial statements of the Company Corporation as of November 30, 1997, reflect not less than $500,000 in conformity with GAAP applied on a consistent basis cash and to maintain accountability for assets, cash equivalents and no more than $275,000 in payables (iii) access to assets is permitted only excluding any contingent liabilities arising out of any lawsuits which have been disclosed in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared filings made with the existing assets at reasonable intervals SEC), obligations and appropriate action is taken with respect to any differences (“Internal Controls”)other liabilities. The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the CompanyMonthly, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any recurring operational expenses of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationCorporation do not exceed $75,000.

Financial Statements. (a) Section 4.7(a) of the Company The Seller Disclosure Schedule contains true and complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 following financial statements (the “Audited Financial Statements”): (i) and unaudited financial statements consisting of the balance sheet of the Company sheets (the “Balance SheetSheets”) and statements of operations as of July December 31, 2023 2015 (the “Balance Sheet Date”) for each of the Acquired Companies and the Retained Companies (the “Full-Year Financial Statements”); (ii) balance sheets and statements of operations as of March 31, 2016 for each of the Acquired Companies and the Retained Companies; and (iii) balance sheets (the “Interim Financial Statements Balance Sheets”) and statements of operations as of May 31, 2016 (the “Interim Balance Sheet Date”) for each of the Acquired Companies and the related statements of income for the seven-month period then ended Retained Companies (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). . (b) The Financial Statements are true, complete and correct in all material respects and have been prepared in all material respects in accordance with GAAP applied on a consistent basis throughout the periods represented therebyinvolved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Full-Year Financial Statements). The Financial Statements (a) are consistent with based on the books and records of the Company (which books Seller Group, and records are correct and complete fairly present in all material respects); (b) fairly present respects the financial condition of the Company and its assets and Liabilities Business as of the respective dates they were prepared and the results of the operations of the Company Business for the periods indicated indicated. Seller maintains with respect to the Business a standard system of accounting and internal controls over financial reporting sufficient to produce financial statements that are in accordance with GAAP and adequate to ensure (i) that books, records and accounts accurately and fairly reflect in all material respects, in each casereasonable detail, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, transactions and in the case dispositions of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with managementBusiness’s authorizationassets, (ii) transactions are recorded as necessary to permit preparation that the integrity of the Business’s financial statements of the Company in conformity with GAAP applied on a consistent basis is maintained and to maintain accountability for assets, (iii) that access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified general or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationspecific authorizations.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “The Audited Financial Statements”Statements (i) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been were prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods represented period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Nexstar Entities as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Nexstar Entities as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case to the extent required by GAAP (so applied) to be shown therein. (b) The unaudited consolidated balance sheet of the Nexstar Entities, if any, most recently delivered to the Administrative Agent pursuant to Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date of such balance sheet (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Nexstar Entities as of the date thereof and their results of operations for the period covered thereby, subject, in the case of the Interim Financial Statementsclauses (i) and (ii), to the absence of footnotes and to normal and recurring year-end adjustments audit adjustments. (c) Since the effect date of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each casethere has been no event or circumstance, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and either individually or in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any factsaggregate, that in their totality, reasonably constitute fraud that involves the Company has had or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would could reasonably be expected to adversely affecthave a Material Adverse Effect. (d) Since the date of the Audited Financial Statements, in no Internal Control Event has occurred that has had or could reasonably be expected to have a material manner, the Company’s ability to record, process, summarize and report financial informationMaterial Adverse Effect.

Financial Statements. (a) Section 4.7(aThe Company has Made Available to Acquiror (a) audited balance sheets, statements of operations, statements of cash flows and statements of convertible preferred stock and stockholders’ deficit of the Company Disclosure Schedule contains complete copies as of and for each of the audited fiscal years ended December 31, 2002, 2003 and 2004 (including related footnotes and the opinion of Ernst & Young with respect thereto) and (b) an unaudited balance sheet, statement of incomeoperations, statement of cash flow flows and statement of membersstockholders’ equity deficit of the Company as of and for the fiscal years interim period ended December 31on the Balance Sheet Date (collectively, 2022 the financial statements described in clauses “(a)” and December 31, 2021 “(b)” being referred to in this Agreement as the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Company Financial Statements have been prepared (and the financial statements referred to in accordance Section 6.5(c) will be prepared) in conformity with GAAP applied on a basis consistent basis throughout the with prior accounting periods represented thereby(except for normal, subject, in the case of the Interim Financial Statements, to normal and recurring yearperiod-end adjustments (the effect of which will that could not be materially adverse) reasonably expected to be material and except that the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Company Financial Statements that are unaudited do not include all required footnotes), are (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject financial statements referred to the exceptions set forth in the preceding sentence; (cSection 6.5(c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; will be) accurate and (d) comply with all Laws and Governmental Orders complete in all material respects and subject to the exceptions set forth fairly present (and in the preceding sentencecase of the financial statements referred to in Section 6.5(c) will fairly present) the financial position, results of operations and changes in financial position of the Company as of the dates and for the periods indicated. The Company has no Liabilities that are not fully reflected or reserved against in the Company Balance Sheet, except Liabilities under the Operative Documents and Liabilities incurred since the Balance Sheet Date in the ordinary course of business and consistent with past practice that are not in excess of $250,000 in the aggregate or $100,000 individually. The Company maintains standard systems of accounting that are adequate for its business. The Company is not a guarantor, indemnitor, surety or other obligor of any indebtedness of any other Person. (b) There are no (and there have not at any time been any) securitization transactions or “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K of the SEC) effected or maintained in effect by the Company. (c) The Company maintains a system of books and records reflecting its Assets and Liabilities that are accurate and complete and maintains adequate internal accounting controls sufficient to provide reasonable assurance that so that: (i) transactions are executed in accordance entered into only with management’s authorization, ; (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, the Assets and Liabilities of the Company; (iii) access to assets the Assets of the Company is permitted only in accordance with management’s authorization, and ; (iv) the recorded accountability for assets reporting of the Assets and Liabilities of the Company is compared with the existing assets Assets and Liabilities at reasonable intervals regular intervals; and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (xv) any significant deficiency or material weakness in the system of Internal Controls utilized by the Companyall Assets, (y) any factsLiabilities, that in their totalityrights, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There obligations and transactions are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationrecorded accurately.

Financial Statements. Prior to the Closing, the Company shall have delivered to CDSS: (a) Section 4.7(a) of the Company Disclosure Schedule contains complete copies of the audited consolidated balance sheet, statement of income, statement of cash flow and statement of members’ equity sheets of the Company as at December 31, in each of the years 2007 through 2009, and the related audited consolidated statements of income, changes in stockholders’ equity, and cash flow for each of the fiscal years ended December 31then ended, 2022 and December 31together with the report thereon of Xxxxxx X. Xxxxxxxxx independent registered public accounting firm, 2021 (the “Audited Financial Statements”b) and unaudited financial statements consisting of the a consolidated balance sheet of the Company as at December 31, 2009 (including the notes thereto, the “Balance Sheet”), and the related consolidated statements of income, changes in stockholders’ equity, and cash flow for the fiscal year then ended, together with the report thereon of Xxxxxx X. Xxxxxxxxx, independent registered public accounting firm, and (c) an unaudited consolidated balance sheet of the Company as of July 31at February 28, 2023 2010 (the “Interim Financial Statements DateBalance Sheet”) and the related unaudited consolidated statements of income income, changes in stockholders’ equity, and cash flow for the seven-month period two months then ended (ended, including in each case the “Interim Financial Statements” andnotes thereto. Such financial statements and notes fairly present the financial condition and the results of operations, together with changes in stockholders’ equity, and cash flow of the Audited Financial StatementsCompany as at the respective dates of and for the periods referred to in such financial statements, the “Financial Statements”). The Financial Statements have been prepared all in accordance with GAAP applied on a consistent basis throughout the periods represented therebyGAAP, subject, in the case of the Interim Financial Statementsinterim financial statements, to normal and recurring year-end adjustments (the effect of which will not not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented included in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respectsBalance Sheet); (b) fairly present the financial condition statements referred to in this section reflect the consistent application of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis such accounting principles throughout the periods represented thereby, and involved. No financial statements of any Person other than the Company are required by GAAP to be included in the case consolidated financial statements of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) Company. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurance assurances that (i) transactions are executed in accordance with management’s general or specific authorization, ; (ii) transactions are recorded as necessary necessary, (1) to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis or any other criteria applicable to such statements and (2) to maintain accountability for assets, ; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationdifference.

Financial Statements. (a) Section 4.7(a) 4.7 of the Company Disclosure Schedule Letter contains true and complete copies of the audited audited, consolidated balance sheetsheets of the Stockholder and its Subsidiaries (collectively, statement the “Finance Entities”) as of incomeDecember 31, statement 2022 and 2021 and the related audited, consolidated statements of operations and comprehensive income (loss), consolidated statements of owners’ equity and consolidated statements of cash flow and statement of members’ equity flows of the Company as of and Finance Entities for the fiscal years ended December 31, 2022 and December 31, 2021 (collectively, the “Audited Historical Financial Statements”) ), and the unaudited financial statements consisting of the balance sheet of the Company Finance Entities as of March 31, 2023 (the “Last Balance Sheet”) as and the unaudited income statement of July the Finance Entities for the three (3)-month period ended March 31, 2023 (the “Interim Financial Statements DateStatements”) , and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Historical Financial Statements, the “Financial Statements”). The Each of the consolidated balance sheets included in the Financial Statements fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the other related statements included in the Financial Statements fairly present, in all material respects, the results of their consolidated operations and cash flows for the periods indicated. Each of the Financial Statements have been prepared from the books and records of the Company and, except as may be indicated in the notes thereto, have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject with the exception of the absence of recurring normal audit adjustments, the effect of which would not, individually or in the aggregate, be material to the exceptions set forth in Company and its Subsidiaries, taken as a whole, and certain notes or other textual disclosures required under GAAP (which, if presented, would not materially alter the preceding sentence; (c) do not include any extraordinary financial condition or nonrecurring operation or transaction except as expressly set forth in financial results of the notes thereto; Company and (d) its Subsidiaries). The Financial Statements comply with all Laws and Governmental Orders in all material respects and subject to with the exceptions set forth in the preceding sentence.requirements of Item 9.01(a) of Form 8-K. (b) Stockholder has no employees and no liabilities, assets, operations or business activities other than (i) ownership of all of the issued and outstanding shares of common stock of the Company, (ii) obligations incident to the maintenance of its existence as a limited partnership and the administration of the plan governing the Management Holdings Profits Interest Incentive Plan and (iii) its obligations under this Agreement or any Company Document to which it is a party. (c) The Company has established and maintains a system of internal accounting controls. Such internal controls are sufficient to provide reasonable assurance that regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. There (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any no significant deficiency or material weakness in the system design or operation of Internal Controls internal controls utilized by the CompanyCompany or any of its Subsidiaries and (ii) is not, (y) and since December 31, 2020, there has not been, any factsillegal act or fraud, whether or not material, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a significant role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationinternal controls.

Financial Statements. (a) Section 4.7(a) The audited financial statements of the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and Business for the fiscal years periods ended December 31September 30, 2022 2005 and December 31September 29, 2021 2006 and included in Schedule 4.4 (the “Audited Financial Statements”) and unaudited the financial statements consisting of for the balance sheet of the Company period ended September 28, 2007 (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Subsequent Financial Statements”). The Financial Statements ) to be provided pursuant to Section 8.3(d) have been or will be prepared in all material respects in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments present fairly and accurately (the effect of which or will not be materially adversepresent fairly and accurately) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects the consolidated financial position and subject to the exceptions set forth in consolidated results of operations and cash flows of the preceding sentenceBusiness as of the dates of and for the periods presented. (b) The Company maintains a system Sellers have devised and maintained systems of internal accounting controls with respect to the Business sufficient to provide reasonable assurance assurances that (i) all transactions are executed in accordance with management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit the preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain proper accountability for assetsitems, (iii) access to their property and assets is permitted only in accordance with management’s authorization, general or specific authorization and (iv) the recorded accountability for assets items is compared with the existing assets actual levels at reasonable intervals and appropriate action is taken with respect to any differences differences. (“Internal Controls”). The Company c) None of the Purchased Companies (or any Subsidiary of a Purchased Company) has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness Liabilities required to be reflected in the system of Internal Controls utilized by the CompanyFinancial Statements in accordance with GAAP, and whether due or to become due, except for: (i) Liabilities set forth on Schedule 4.4(c), (yii) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role Liabilities identified as such in the preparation of financial statements or the Internal Controls utilized by the Companymostly recently dated balance sheet and footnotes, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses if any, included in the design or operation of Subsequent Financial Statements, (iii) liabilities under the Internal Controls over financial reporting Material Contracts set forth in Schedule 5.13(a) and (iv) Liabilities that would reasonably be expected to adversely affectwere incurred after September 28, 2007 in a material manner, the Company’s ability to record, process, summarize and report financial informationOrdinary Course.

Financial Statements. (a) Section 4.7(a) OSO has delivered to DAMH a true and complete copy of its audited balance sheet and income statement as of December 31, 2010 which shall reflect the business of the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and OSO for the fiscal years year ended December 31, 2022 2010 and December 31an unaudited balance sheet and income statement as of June 30, 2021 2011 (the “Audited "OSO Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”"). The OSO Financial Statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout and fairly present the financial position of the OSO as of the dates thereof and the results of its operations and changes in financial position for the periods represented therebythen ended. The OSO Financial Statements do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the OSO Financial Statements comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. The OSO Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in the OSO Financial Statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of OSO and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of the Interim Financial Statementsunaudited statements, to normal and recurring year-end audit adjustments). Except as disclosed on in the unaudited financial statements for the quarterly period ended June 30, 2011 (subject to normal year end adjustments (the effect of which will not be materially adverse) and the absence addition of notes footnotes), OSO has no liabilities, obligations, claims or losses (thatwhether liquidated or unliquidated, if presentedsecured or unsecured, would not differ materially from those presented in the Audited Financial Statementsabsolute, accrued, contingent or otherwise). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information.

Financial Statements. (a) Section 4.7(a) of the The Company Disclosure Schedule contains complete copies of the has delivered to Parent its audited balance sheetsheet as of December 31, statement 2005 and December 31, 2004 and the statements of income, statement of income and cash flow for the twelve month period ended on December 31, 2005 and statement of members’ equity the twelve month period ended on December 31, 2004 (the “Annual Financial Statements”). The Annual Financial Statements and any notes related thereto comply as to form in all material respects with applicable accounting requirements and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be indicated in the notes thereto and fairly present in all material respects the financial position of the Company as at the dates thereof and the results of its operations and cash flows for the fiscal years ended December 31periods then ended. Except as set forth on Schedule 3.6(a), 2022 the Company maintains a standard system of accounting and December 31, 2021 (internal controls established and administered in accordance with good business practices sufficient to permit the “Audited preparation of consolidated financial statements in accordance with GAAP. The Annual Financial Statements”, and all underlying ledgers and journals, are complete, true and correct in all material respects. (b) and Set forth on Schedule 3.6(b) is a copy the unaudited financial statements consisting of the balance sheet of the Company for the three (the “Balance Sheet”3) month period ended as of July March 31, 2023 (the “Interim Financial Statements Date”) and 2006, together with, in each case, the related unaudited statements of income and cash flow for the seven-month period then ended as of March 31, 2006 (collectively, the “Interim Financial Statements” and, and together with the Audited Annual Financial Statements, the “Financial Statements”). The Interim Financial Statements and any notes related thereto comply as to form in all material respects with applicable accounting requirements and have been prepared in accordance with United States GAAP applied on a consistent basis throughout the periods represented therebyinvolved, except as may be indicated in the notes thereto, or except as otherwise permitted for interim financial statements, and fairly present in all material respects (subject, in the case of the Interim Financial Statementsunaudited interim financial statements, to normal the absence of footnotes and to normal, recurring year-end adjustments (the effect none of which are or will not be materially adverse) and the absence of notes (thatmaterial in amount, if presented, would not differ materially from those presented individually or in the Audited Financial Statements). The Financial Statements (aaggregate) are consistent with the books and records financial position of the Company (which books as at the dates thereof and records the results of its operations and cash flows for the periods then ended. All of the Company’s accounts receivable and accounts payable as of date of the Interim Financial Statements are reflected on the balance sheet included with the Interim Financial Statements. The Interim Financial Statements, and all underlying ledgers and journals, are complete, true and correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; . (c) do not include any extraordinary or nonrecurring operation or transaction except Except as expressly set forth on Schedule 3.6(c), the Company does not have any direct or indirect indebtedness, liability, claim, loss, damage, deficiency or obligation or responsibility, known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise, whether or not of a kind required by GAAP to be set forth on a financial statement or in the notes thereto; thereto (“Liabilities”), that were not fully and (d) comply with all Laws and Governmental Orders in all material respects and subject to adequately reflected or reserved against on the exceptions Financial Statements. Except as set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorizationon Schedule 3.6(c), (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assetsdoes not have any Knowledge of any circumstance, (iii) access to assets is permitted only in accordance with management’s authorizationcondition, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect event or arrangement that may hereafter give rise to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, Liabilities which are reasonably constitute fraud that involves the Company or the Company’s management or other employees who likely to have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationCompany Material Adverse Effect.

Financial Statements. Attached hereto as the Financial Statements Schedule are the following financial statements: (a) Section 4.7(a) of the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) Designs as of July October 31, 2023 (the “Interim Financial Statements Date”) 2004, and the related statements of income and cash flows (or the equivalent) for the sevennine-month period then ended ended; (b) the unaudited balance sheet of Designs as of January 31, 2004, and the related statements of income and cash flows (or the equivalent) for the fiscal years then ended; and (c) the unaudited balance sheet of the Business as of the Closing Date (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial StatementsLatest Balance Sheet”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout ; (d) the periods represented thereby, subject, in the case unaudited balance sheet of the Interim Financial StatementsBusiness as of October 31, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) 2004, and the absence related statements of profits and loss (or the equivalent) for the nine-month period then ended; and, (e) the unaudited balance sheet of the Business as of January 31, 2004, and the related statements of profits and loss (or the equivalent) for the fiscal years then ended. Each of the foregoing financial statements (including in all cases the notes (thatthereto) is accurate and complete in all material respects, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are is consistent with the books and records of the Company Seller (which books and records which, in turn, are correct accurate and complete in all material respects); (b) , is consistent with past practices, presents fairly present in all material respects the financial condition of Designs or the Company and its assets and Liabilities Business, as applicable, as of the respective dates they were prepared thereof, and, with respect to Designs, the operating results, and with respect to the results Business, the store-level profit and loss statements showing the “four-wall” profits of each retail location set forth on the operations of the Company attached Leased Real Property Schedule for the periods indicated in all material respectscovered thereby and except as set forth on the Financial Statements Schedule, in each case, has been prepared in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statementsconsistently applied, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; absence of footnote disclosures, changes resulting from normal year-end adjustments for recurring accruals, and (d) comply with all Laws adjustments for impairment of intangible and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for fixed assets, (iii) access to assets is permitted only in accordance with management’s authorizationadjustments for impairment of intangible and fixed assets, and (iv) the recorded accountability for assets is compared adjustments required under GAAP in connection with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of consolidated financial statements (none of which would, alone or in the Internal Controls utilized by aggregate, be materially adverse to the Companyfinancial condition, operating results, assets or (z) any claim or allegation regarding any operations of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in Business taken as a material manner, the Company’s ability to record, process, summarize and report financial informationwhole).

Financial Statements. Except as otherwise indicated below, attached as Schedule 2.5 are true and complete copies of: (ai) Section 4.7(a(A) the balance sheets of the Company Disclosure Schedule contains complete copies Companies as of December 31, 1995, and the audited balance sheet, statement related consolidated statements of income, statement of stockholders' equity and cash flow and statement of members’ equity of the Company as of and for the fiscal years year ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and1995, together with the Audited notes thereto and (B) the balance sheets of the Companies as of December 31, 1994, and the related consolidated statements of income, stockholders' equity and cash flow for the fiscal year ended December 31, 1994, together with the notes thereto, in each case examined by and accompanied by the report of independent certified public accountants (except where such examination and report are not available); (ii) the balance sheets of the Companies as of November 30, 1996 (the "November 30 Balance Sheets"); and (iii) the most recent monthly and year-to-date financial statements provided to each franchisor of the Companies (each, a "Company Factory Statement" and, collectively, the "Company Factory Statements"); (all the foregoing financial statements, including the notes thereto, being referred to herein collectively as the "Company Financial Statements, the “Financial Statements”"). The Company Financial Statements have been prepared are consistent with and in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (b) Companies, fairly present the financial condition position, results of operations, stockholders' equity and changes in financial position of the Company and its assets and Liabilities Companies as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated in all material respectsindicated, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statementsfinancial statements referred to in clause (i) above in conformity with GAAP consistently applied (except as otherwise indicated in such statements) during such periods, subject to and the exceptions set forth unaudited financial statements included in the preceding sentence; (c) Company Financial Statements indicate all adjustments, which consist of only normal recurring accruals, necessary for such fair presentations. The Company Financial Statements are consistent with the financial records maintained and the accounting methods applied by the Companies for tax purposes. The statements of income included in the Company Financial Statements do not include contain any extraordinary items of special or nonrecurring operation or transaction income except as expressly set forth specified therein, and the balance sheets included in the notes thereto; Company Financial Statements do not reflect any write-up or revaluation increasing the book value of any assets. The books and (d) comply with all Laws accounts of the Companies are complete and Governmental Orders correct in all material respects and subject to the exceptions set forth in the preceding sentence. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements fairly reflect all of the Company in conformity with GAAP applied on a consistent basis transactions, items of income and to maintain accountability for assets, (iii) access to expense and all assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (“Internal Controls”). The Company has not identified or received notice from an independent auditor of (x) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company, (y) any facts, that in their totality, reasonably constitute fraud that involves the Company or the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (z) any claim or allegation regarding any liabilities of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation businesses of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial informationCompanies.