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.

Financial Statements. (a) Section 4.7(a) of The Operational Sellers and the Company Disclosure Schedule contains have delivered to the Buyer true, correct and complete copies of their respective financial statements, including the audited balance sheetnotes thereto, statement of income, statement of cash flow and statement of members’ equity of the Company as of and for the fiscal years twelve (12) month period ended December 31, 2022 2000 audited by PriceWaterhouseCoopers, and December for the three (3) month period ended March 31, 2021 2001 internally prepared by the Operational Sellers (collectively, with the Current Balance Sheet (as defined below) the "Financial Statements"), copies of which are attached as Schedule 4.33. The balance sheet of each of the Operational Sellers and the Company dated as of March 31, 2001 (the “Audited "Current Balance Sheet Date"), included in the Financial Statements”) Statements is referred to herein as the "Current Balance Sheet." The Financial Statements of each Operational Seller and unaudited the Company fairly present the financial statements consisting position of such Operational Seller at the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) date and the related statements results of income operations for the seven-month period then ended (the “Interim Financial Statements” andperiods covered thereby, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements and have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods represented therebyindicated, subjectexcept, in the case of the Interim Financial Statementsinterim financial statements, to for normal and recurring year-end audit adjustments (the effect of which will not be materially adverse) and the absence of notes (thatfootnotes. The books and records of each Operational Seller and the Company fully and fairly reflect all transactions, if presentedproperties, would not differ materially from those presented assets and liabilities of such Operational Seller and the Company. There are no extraordinary or material non-recurring items of income or expense during the periods covered by the Financial Statements and the balance sheets included in the Audited Financial Statements)Statements do not reflect any writeup or revaluation increasing the book value of any assets, except as specifically disclosed in the notes thereto. The Financial Statements (a) are consistent with the books and records reflect all adjustments necessary for a fair presentation 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 sentenceinformation contained therein.

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 respectsindicated. The balance sheet of the Company as of December 31, in each case2014 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 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 GAAP 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 sentencebest of its ability.

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 sentencecase of interim financial information and normal year-end and audit adjustments. No Puyi Group Company has any Liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which do not have adequate reserves under GAAP in the financial statements described above, except for Liabilities that have arisen since June 30, 2023 in the ordinary and usual course of business and consistent with past practice and that, individually or in the aggregate, have not had and would not have a Puyi 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 sentenceconsolidated financial statements of the Company.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains complete Complete copies of the audited or unaudited (to the extent no audited financial statements exist as of the date of this Agreement) financial statements of MM and its subsidiaries consisting of the balance sheetsheet of MM and each such subsidiary as at March 31, statement 2014, March 31, 2013 and June 30, 2012 and the related statements of incomeincome and retained earnings, statement of stockholders’ equity and cash flow and statement of members’ equity of the Company as of and for the fiscal years ended December 31then ended, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) MM and its subsidiaries as of July 31at September 30, 2023 (the “Interim Financial Statements Date”) 2014 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the seven-six month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “MM Financial Statements”)) have been provided to the Company. The audited and unaudited financial statements included in the MM Financial Statements have been were prepared in accordance with GAAP Indian generally accepted accounting principles, applied on a consistent basis throughout during the periods represented therebyinvolved (except as may be indicated therein in the notes thereto), and fairly present (subject, in the case of the Interim Financial Statementsunaudited interim financial statements, to normal and 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 MM and its subsidiaries taken as a whole) and the absence of notes (thatcomplete footnotes)), if presentedin all material respects, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) financial position of MM and its subsidiaries as at the respective dates thereof and the results of their operations and cash flows for the respective periods then ended, and were compiled from, and are consistent with with, the books and records of the Company (MM and its subsidiaries, which books and records are correct accurate 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.

Financial Statements. (a) Section 4.7(aAttached as Schedule 2.6 hereto are (i) an unaudited 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 del Caribe as of and for the fiscal years ended December 31, 2022 and 2000; (ii) audited balance sheets of the Partnership as of December 31, 2021 1999 and 2000, and related audited consolidated statements of income and cash flows for the years then ended; (the “Audited Financial Statements”iii) actual and pro forma unaudited financial statements consisting balance sheets of the del Caribe as of May 31, 2001; and (iv) an unaudited consolidated balance sheet of the Company (the “Balance Sheet”) Partnership as of July May 31, 2023 (the “Interim Financial Statements Date”) 2001, and the related unaudited statements of income and cash flows for the seven-five month period then ended (the “Interim Financial Statements” andsuch statements specified in clauses (i) through (iv), together with the Audited related notes thereto, collectively, the "Financial Statements, the “Financial Statements”"). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout generally accepted accounting principles consistently applied, and fairly present in all material respects the financial condition of del Caribe and the Partnership, respectively, as of the dates thereof and the results of their operations for the periods represented thereby, subjectcovered thereby except, in the case of the Interim Financial StatementsStatements of del Caribe and the Financial Statements of the Partnership at and for the five months ended May 31, 2001, for the absence of notes, certain pro forma adjustments and other matters noted therein and subject to normal and recurring year-end adjustments adjustments. Neither del Caribe nor the Partnership has any liability or obligation (whether accrued, absolute, contingent or otherwise) which, individually or in the effect of which will not be materially adverse) and the absence of notes (that, if presentedaggregate, would not differ materially from those presented have a Material Adverse Effect, other than (w) liabilities reflected (but only to the extent so reflected) or reserved against in the Audited Financial Statements). The Financial Statements , (ax) are consistent with liabilities or obligations that have arisen since May 31, 2001 in the books and records ordinary course of business, none of which, individually or in the Company aggregate, would have a Material Adverse Effect, (which books and records are correct and complete y) liabilities or obligations disclosed herein or in all material respects); any schedule hereto, or (bz) 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, liabilities or obligations incurred in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case terms of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include this Agreement or 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 sentenceContract.

Financial Statements. The Company has previously delivered to the Buyer, true and complete copies of its consolidated: (a) Section 4.7(a) of the Company Disclosure Schedule contains complete copies of 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 2018, and December 312019, 2021 including all applicable footnotes; and (b) unaudited interim balance sheets and statements of income, retained earnings and cash flows as of and for the nine month (9)-month period ended September 30, 2020 (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 Current Financial Statements” and, together with the Audited Financial Statementsitems described in Section 4.07(a) above, the “Financial Statements”). The Financial Statements have been prepared in a manner consistent with the books and records of the Company and each such Subsidiary and present fairly in all material respects the financial condition of the Company and each such Subsidiary (on a consolidated basis) as at the end of the covered periods and the results of its operations and its cash flows for the covered periods. The Financial Statements have been prepared in accordance with GAAP applied International Financial Reporting Standards (“IFRS”), on a consistent basis throughout the periods represented therebycovered periods, subject, in the case of the Interim Current 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 year-end Financial Statements). The Except as and to the extent disclosed in the Current Financial Statements (a) are consistent with Statements, neither the books and records Company nor any Subsidiary of the Company has any Liabilities required to be disclosed on the face of a balance sheet prepared in accordance with IFRS, of any type other than (i) executory obligations under agreements by the Company or the Subsidiary that would not be required to be set forth in accordance with IFRS and (ii) Liabilities incurred in the ordinary course of business since September 30, 2020 (the “Financial Statement Date”) and which books and records are correct and complete not, individually or in all the aggregate, material respects); (b) fairly present in amount. Except as set forth in the financial condition balance sheet of the Current Financial Statements 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 therebySubsidiaries do not have, and have not incurred, any Indebtedness, whether direct or indirect, fixed or contingent (other than accrued expenses and trade payables and similar Liabilities incurred in the case ordinary course of business the Interim Financial StatementsStatement Date and which are not, subject to the exceptions set forth individually or in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth aggregate, material 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 sentenceamount.)

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 sentencean independent enterprise.

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 last audited statement); the financial statements referred to in this Section 5.4 reflect the consistent application of such accounting principles throughout the periods 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 StatementsAccounting Standards No. 5 issued by the Financial Accounting Standards Board of March, 1975). The Financial Statements (a) are consistent with the books and records , which would be required to be disclosed or accrued in financial statements of the Company (which books and records were such statements prepared as of the date hereof. No financial statements of any Person other than Company are correct and complete required by GAAP to be included in all material respects); (b) fairly present the financial condition statements of Company. The May 30, 1998, audited financial statements of the Company and its assets and Liabilities as of shall be delivered no later than August 31, 1998, including the respective dates they were prepared and the results of the operations audited balance sheet of the Company for as of May 30, 1998 (the periods indicated in all material respects"Balance Sheet"), in each caseand, in accordance with GAAPwhen delivered, applied on shall be deemed to constitute a consistent basis throughout the periods represented thereby, and in the case portion of the Interim Financial Statements, subject Supplement entitling the Parent to such rights and obligations applicable with respect to the exceptions set forth Supplement, except that the ten (10) day period referenced in Section 4.3 shall commence on 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 of delivery of such financial statements.

Financial Statements. The following Financial Statements (a) Section 4.7(aherein so called) of the Company Disclosure Schedule contains complete copies of have been delivered to Global by the audited Company: compiled balance sheet, statement of income, statement of cash flow and statement of members’ equity sheets of the Company as of December 31, 1994, December 31, 1995 and December 31, 1996 and unaudited balance sheet as of August 31, 1997, and compiled statements of income of the Company for the fiscal years ended December 31, 2022 1994, December 31, 1995 and December 31, 2021 (the “Audited Financial Statements”) 1996 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-eight (8) month period then ended (the “Interim Financial Statements” andending August 31, together with the Audited Financial Statements, the “Financial Statements”)1997. The Financial Statements have been prepared in accordance with GAAP applied except for built-in gain tax liability as described on a consistent basis Schedule 3.7, throughout the periods represented therebyindicated and fairly present the financial position, subjectresults of operations and changes in financial position of the Company as of the indicated dates and for the indicated periods, subject (in the case of the Interim eight (8) month Financial Statements) to year end accruals made in the ordinary course of the Business which are not materially adverse and which are consistent with past practices. Except to the extent reflected or provided for in the Financial Statements or the notes thereto and obligations and liabilities incurred in the ordinary course of business since the date of the last of such Financial Statements, the Company has no liabilities required by GAAP to normal and recurring year-end adjustments be reflected on the Company's balance sheet or notes thereto that are not so reflected, nor any other obligations (the effect of whether absolute, contingent, or otherwise) which will not be materially adverse) and the absence of notes are (that, if presented, would not differ materially from those presented individually or in the Audited Financial Statementsaggregate) Material (in amount or to the conduct of the Business); and neither the Company nor Seller has knowledge of any basis for the assertion of any such liability or obligation. The Financial Statements (a) are consistent with Since April 30, 1997, there has been no Material Adverse Change in the books and records prospects 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 except for the periods indicated slowdown in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout deliveries by Konica (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"KONICA SLOWDOWN").

Financial Statements. (a) Section 4.7(aThe Financial Statements Schedule attached hereto consists of: (i) the Company’s unaudited consolidated balance sheet as of December 31, 2009 (the Company Disclosure Schedule contains complete copies of “Latest Balance Sheet”) and the audited balance sheet, related statement of incomeincome for the nine-month period then ended (together with the Latest Balance Sheet, statement the “Unaudited Financial Statements”) and (ii) the Company’s audited consolidated balance sheet and statements of income and cash flow and statement of members’ equity of the Company flows as of and for the fiscal years year ended December March 31, 2022 and December 31, 2021 2009 (such financial statements referred to in this clause (ii) 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 Unaudited Financial Statements, the “Financial Statements”). The Except as set forth on the attached Financial Statements Schedule, the Financial Statements have been prepared from the Company’s and its Subsidiaries’ books and records and present fairly in accordance with GAAP applied on a consistent basis throughout all material respects the periods represented thereby, subjectrespective financial condition and results of operations (and, in the case of the Interim Financial Statementsaudited consolidated financial statements, to normal and recurring year-end adjustments (the effect of which will not be materially adversecash flows) 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 Subsidiaries (taken as a whole) as of the respective dates they were prepared and the results of the operations of the Company for the respective periods indicated in all material respects, in each case, referred to therein in accordance with GAAP, consistently applied on a consistent basis throughout the periods represented thereby, and (subject in the case of the Interim Financial Statements, subject unaudited consolidated financial statements to (x) 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 and other presentation items and (dy) comply changes resulting from normal year-end adjustments, none of which disclosures or changes are material, or, if material, are substantially consistent with all Laws prior audited consolidated financial statements, including as to magnitude and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentencescope).

Financial Statements. (a) Section 4.7(a4.6(a) of the Company Disclosure Schedule contains true, correct and complete copies of (i) the audited unaudited 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 2021, and December 31, 2021 (the “Audited Financial Statements”) related unaudited statements of operations and unaudited financial statements consisting cash flows of the Company for the year then ended, (ii) the unaudited balance sheet of the Company (the “Balance Sheet”) as of July December 31, 2023 (the “Interim Financial Statements Date”) 2022, and the related unaudited statements of income operations and cash flows of the Company for the seven-year then ended and (iii) the unaudited balance sheet of the Company as of February, 2023 and the related reviewed statements of operations and cash flows of the Company for the two month period then ended (such audited and unaudited statements, including the “Interim Financial Statements” andrelated notes and schedules thereto, together with the Audited Financial Statements, are referred to herein as the “Financial Statements”). The Except as set forth on Section 4.6(a) of the Company Disclosure Schedule, each of the Financial Statements have has been prepared materially in accordance with GAAP GAAP, as applied on a consistent basis in the Balance Sheet, consistently applied by the Company throughout the periods represented therebypresented and presents fairly, subjectin all material respects, the financial position, results of operations and cash flow of the Company as of the dates and for the periods indicated therein; provided, however, that, in the case of the Interim unaudited Financial Statements, such Financial Statements may not contain footnotes required by GAAP and are subject to normal recurring and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (thatthat are not, if presented, would not differ materially from those presented individually or in the Audited Financial Statements)aggregate, material to the Company. For the purposes hereof, the reviewed balance sheet of the Company as at February 28, 2023 is referred to as the “Balance Sheet” and February 28, 2023 is referred to as the “Balance Sheet Date”. (b) The Financial Statements Company has not identified or been made aware of (ai) are consistent with any fraud, whether or not material, that involves the Company’s management or any other current or former employee, consultant, or director of the Company who has a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or (ii) as of the Agreement Date, any claim or allegation regarding any of the foregoing. (c) The Company (i) makes and keeps accurate books and records of the Company (which books and records are correct and complete in all material respects); (b) that 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 reflect, in all material respects, the transactions and dispositions of assets of the Company; and (ii) maintains internal accounting controls that provide reasonable assurance that (A) transactions are recorded as necessary to permit preparation of their respective financial statements in each case, conformity with GAAP; (B) receipts and expenditures are made only in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, general or specific authorizations of management and in the case directors of the Interim Financial Statements, subject to the exceptions set forth in the preceding sentenceCompany; (cC) do not include any extraordinary access to its assets is permitted only in accordance with general or nonrecurring operation or transaction except as expressly set forth in specific authorizations of management and directors of the notes theretoCompany; and (dD) comply the reported accounting for its assets and liabilities is compared with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence.existing

Financial Statements. The Company has made available to Buyers copies of (ai) Section 4.7(a(x) the unaudited consolidated balance sheet of the Company Disclosure Schedule contains complete copies of the audited balance sheetand SSI, 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 2016 and December 31, 2021 2017, and (y) the unaudited profit and loss statements of the Business operated by Asset Seller for the fiscal years ended December 31, 2016 and December 31, 2017 (collectively referred to as the “Audited Financial Statements”), and (ii) and the unaudited financial statements consisting of the consolidated balance sheet of the Company (the “Balance Sheet”) and SSI as of July May 31, 2023 2018 for the five month period there ended (the “Interim Financial Statements Balance Sheet Date”) and the related statements of income and cash flows of the Company and SSI for the seven-month period then ended (collectively referred to as the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Except as set forth on Schedule 3.6, each of the Financial Statements have and the Interim Financial Statements (a) 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 (b) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and SSI 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 (that, if presented, would not differ materially from those presented in the Audited Financial Statements)adjustments. 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 accounts receivable of the Company and its assets SSI on the Financial Statements 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 and the exceptions set forth accounts receivable of the Company and SSI arising after the date thereof have arisen from bona fide transactions entered into by the Company and SSI involving the sale of goods or the rendering of services 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.

Financial Statements. The Company has previously delivered to Delta (ai) Section 4.7(a) the audited consolidated financial statements of the Company Disclosure Schedule contains complete copies of and its Subsidiaries for the years 2001, 2002, and 2003 (including the footnotes thereto) (the "AUDITED FINANCIAL STATEMENTS"), and (ii) the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity consolidated financial statements of the Company as of and its Subsidiaries for the fiscal years ten (10) months ended December 31October 29, 2022 and December 31, 2021 2004 (including the “Audited Financial Statements”) and unaudited financial statements consisting of the consolidated balance sheet of the Company and its Subsidiaries for the ten (the “Balance Sheet”10) as of July 31months ended October 29, 2023 (the “Interim Financial Statements Date”) 2004 and the related consolidated statements of income income, shareholders' equity and cash flows for the seven-month period ten (10) months then ended (the “Interim Financial Statements” and, together with the Audited Financial Statementstogether, the “Financial Statements”"INTERIM FINANCIAL STATEMENTS"). All of such financial statements referred to in this Section 4.6 are collectively referred to herein as the "COMPANY FINANCIAL STATEMENTS." The Company Financial Statements (a) are complete; (b) have been prepared from, and are in accordance with, the books and records of the Company and (c) present fairly, in all material respects, the financial position and the results of operations of the Company and its Subsidiaries as of the dates and for the periods indicated, in each case in accordance with U.S. GAAP consistently applied on a consistent basis throughout the periods represented therebyinvolved except as otherwise stated therein, and subject, in the case of the Interim Financial Statements, to normal year end audit adjustments that are not, in the aggregate, material and recurring year-end adjustments (the effect of which will not be materially adverse) and to the absence of notes (thatas may be required by U.S. GAAP. Such financial statements for the interim period reflects all reserves and adjustments necessary for a fair presentation of financial position and, if to the extent presented, would not differ materially from those presented changes in financial position and results of operations for the Audited Financial Statements)period presented. 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 Subsidiaries 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 which such statements relate are complete in all material respects and subject to the exceptions fully and fairly reflect bona fide transactions set forth in the preceding sentencetherein.

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.

Financial Statements. The Company has delivered to MiraQuest: (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 sheets of the Company as at December 31 in each of the years 1998 through 1999, and the related statements of income, changes in stockholders' equity, and cash flow for each of the fiscal years ended December 31then ended, 2022 and December 31, 2021 (the “Audited Financial Statements”c) and an unaudited financial statements consisting of the balance sheet of the Company as at March 31, 2000 (the “"Interim Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”") and the related unaudited consolidated statements of income income, changes in stockholders' equity, and cash flow for the seven-month period three 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 financial statements of the Interim Financial Statements, subject to the exceptions Company. Except as set forth in the preceding sentence; Schedule of Exceptions, the Company has no liabilities or obligations of any nature (cwhether known or unknown and whether absolute, accrued, contingent, or otherwise) do not include any extraordinary except for liabilities or nonrecurring operation obligations reflected or transaction except as expressly set forth reserved against in the notes thereto; Balance Sheet or the Interim Balance Sheet and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth current liabilities incurred in the preceding sentenceOrdinary Course of Business since the respective dates thereof.

Financial Statements. (a) Section 4.7(a) Schedule 5.7 consists of the Company Disclosure Schedule contains complete copies following financial statements (collectively the “Financial Statements”): (i) the combined audited balance sheets of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company Companies as of and for the fiscal years ended December 31, 2022 2015, 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 seven12-month period periods then ended (the “Interim Financial Statements” and, together with the 2015 Audited Financial Statements, the “Financial Statements”); (ii) the consolidated audited balance sheets of the Companies as of December 31, 2014, and related statements of income for the 12-month periods then ended (the “2014 Financial Statements”); and (iii) the combined balance sheet of the Companies as of June 30, 2016 (the “Balance Sheet Date”) and related statement of income for the 6-month period then ended. The Financial Statements Statements, including the notes thereto: (a) are correct and complete in all material respects; (b) are consistent with, and have been prepared from, the books and records of the Companies 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 period involved; 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); (bc) 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 financial condition and subject results of operations of the Companies as of each date and for the respective periods covered by the Financial Statements, and, with respect to the exceptions 2014 Financial Statements only, determined in a manner consistent with each Company’s past practices. With respect to the statements of income contained in the Financial Statements, such statements of income do not contain any extraordinary or non-recurring income or any other income not earned in the Ordinary Course of Business, except as set forth therein. The Companies’ books of account accurately reflect all items of income and expense (including accruals) and all of the Companies’ assets and liabilities in a manner sufficient to permit the preparation of the 2015 Audited Financial Statements, and, with respect to the 2014 Financial Statements, in a manner consistent with the Companies’ past practices. No Company has received any prepayments or deposits from customers for products shipped, or services to be performed, in the preceding sentencefuture except as set forth on the Financial Statements or on Schedule 5.7.

Financial Statements. Attached as Schedule 2.6 hereto are (a) Section 4.7(aaudited balance sheet and statements of income and cash flow for each of (i) of Pro-Fac and its Subsidiaries on a consolidated basis, and (ii) the Company Disclosure Schedule contains complete copies and its Subsidiaries on a consolidated basis, in each case, 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 December 31June 26, 2022 1999, June 24, 2000 and December 31June 30, 2021 2001 and (the “Audited Financial Statements”b) 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 flow for each of (i) Pro-Fac and its Subsidiaries on a consolidated basis, and (ii) the Company and its Subsidiaries on a consolidated basis, in each case, for the seven-month period then fiscal quarter ended as of March 30, 2002 (collectively, the “Interim "Financial Statements” and"). Except as set forth on the Schedule 2.6 attached hereto, together with each of the Audited Financial StatementsStatements (including in all cases the notes thereto, if any) has been prepared from, and are in accordance with, the “Financial Statements”). The Financial Statements books and records of (i) Pro-Fac and its Subsidiaries, and (ii) the Company and its Subsidiaries, as applicable, are true, complete and correct in all material respects, fairly and accurately present the financial condition of Pro-Fac or the Company, as applicable, as of the dates thereof, operating results and cash flows for the periods of (i) Pro-Fac and its Subsidiaries on a consolidated basis, and (ii) the Company and its Subsidiaries on a consolidated basis then ended, as applicable, and have been prepared in accordance with GAAP consistently applied on a consistent basis throughout such Financial Statements and the periods represented therebycovered thereby in accordance with past custom and practice of Pro-Fac or the Company, subjectas applicable; provided, in that the case of the Interim unaudited Financial Statements, Statements are subject to normal and recurring year-year end adjustments (the effect of which will that are not expected to be materially adversematerial) 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 footnote disclosure required by 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.

Financial Statements. (aSchedule 3.1(f) Section 4.7(a) contains an unaudited 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 Performance Packaging as of and for the fiscal years ended December May 31, 2022 and December 31, 2021 2010 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Recent Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements an unaudited statement of income for the seven-month period five months then ended ended. Except as set forth in Schedule 3.1(f), such financial statements (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been i) were prepared in accordance with GAAP (except for the absence of footnote disclosure and certain year-end adjustments), as in effect on the date of such financial statements 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 (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 past practices, and records of the Company (which books and records are correct and complete in all material respects); (bii) 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, the financial condition and results of operations of Performance Packaging as of the date thereof and for the period covered thereby after giving effect to certain estimated allocations and charges for services described in each caseSchedule 3.1(f). To the knowledge of Parent, in accordance with GAAPPerformance Packaging has no direct or indirect indebtedness or liabilities, applied obligations, claims against it, damages, deficiencies, or other losses, of any nature, whether known, absolute, accrued, contingent or otherwise (including based on a consistent basis throughout the periods represented therebystrict liability, negligence, breach of warranty (express or implied), breach of contract or otherwise), and whether due or to become due, except for those of any of the following types: (A) those reflected or reserved against in the case Recent Balance Sheet; (B) those that were sustained or incurred after the date of the Interim Financial Statements, subject to Recent Balance Sheet in the exceptions ordinary course of Business; (C) those disclosed in the Schedules hereto; (D) those that would be within the scope of the representations and warranties set forth in the preceding sentenceSection 3.1 but are not required to be disclosed on a Schedule hereto as a result of exceptions, exclusions or qualifications in or to such representations and warranties (it being understood that such exceptions, exclusions and qualifications may result from not meeting materiality thresholds with unspecified dollar amounts, not meeting specified dollar amounts, qualifications to disclosure due to lack of knowledge or similar matters); (cE) do not include those relating to the performance or payment under the executory portion of any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes theretoContract to which Performance Packaging is bound; and (dF) comply with all Laws and Governmental Orders those that, whether taken alone or in all the aggregate, are not material respects and subject to the exceptions set forth in the preceding sentencefinancial condition or operating results of Performance Packaging taken as a whole.

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 of and for the fiscal years ended at December 31, 2022 2016 and December 31the related statements of income and retained earnings, 2021 stockholders’ equity, and cash flow for the year then ended (the “Audited Annual Financial Statements”) ), and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31at June 30, 2023 (the “Interim Financial Statements Date”) 2017 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the seventhree- and six-month period periods then ended (the “Interim Financial Statements,” and, together with the Audited Annual Financial Statements, the “Financial Statements”)) have been delivered to the 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 and, in the case of all of the Financial Statements, the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements)notes. 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 case2016 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 June 30, 2017 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. There are no off balance sheet transactions, applied on a consistent basis throughout arrangements, or obligations of or involving 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.

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.

Financial Statements. (a) Section 4.7(a4.06(a) of the Company Sellers’ Disclosure Schedule contains sets forth a complete copies of and correct copy of: (i) Motley Services, Inc.’s (the Target Company’s predecessor entity prior to its conversion from a corporation to a limited liability company) audited balance sheetsheet as of December 31, statement 2015; (ii) the Target Company’s audited balance sheet as of incomeDecember 31, statement 2016 and December 31, 2017, together with the related audited statements of cash flow and statement of operations, changes in members’ equity of the Company as of and cash flows for the fiscal years twelve (12) months ended December 31, 2022 2015, December 31, 2016 and December 31, 2021 2017, together with all notes thereto (the “Audited Financial Statements”); and (iii) a complete and unaudited financial statements consisting correct copy of the Target Company’s unaudited balance sheet as of September 30, 2018, together with the Company related unaudited statements of operations, changes in members’ equity and cash flows for the nine (9) month period ending September 30, 2018 (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 on Section 4.06 of the Sellers’ Disclosure Schedule, the Financial Statements (i) have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods represented therebyinvolved; (ii) were prepared using, subjectand can be legitimately reconciled with, in the case books, records and accounts of the Interim Financial Statements, to normal Target Group Company 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); (biii) 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 case(A) the financial position, in accordance with GAAPthe members’ equity, applied on a consistent basis throughout the results of operations and cash flows of the Target Group Company as of the times and for the periods represented therebyreferred to therein, and in (B) the case financial position of the Interim Business as of the times and for the periods referred to therein. The Financial Statements, subject to Statements reflect accurately the exceptions set forth in costs and expenses of the preceding sentence; (c) do Business as if it were independent and not include affiliated with any extraordinary Seller 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 sentenceany other Person.

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.

Financial Statements. (a) Section 4.7(aSchedule 3.5(a)(i) of the Company Disclosure Schedule contains complete copies of sets forth (A) the audited 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 and December 31, 2021 2010 (the “Audited Balance Sheet”), and the related audited statements of income and cash flow for the fiscal year ended on such date, together with the notes to such financial statements (collectively, the “Annual Financial Statements”), and (B) and the unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July March 31, 2023 2011 (the “Interim Financial Statements DateBalance Sheet”) ), and the related statements of income for the seven-month three (3)-month period then ended March 31, 2011 (collectively, the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial StatementsFinancials”). The Annual Financial Statements and the Interim Financials have been prepared in accordance with the books and records of the Company. Except as set forth on Schedule 3.5(a)(ii), (A) the Annual Financial Statements fairly present, in all material respects, the financial position of the Company as of December 31, 2010 and the results of operations and cash flow of the Company for the year then ended, and (B) the Interim Financials fairly present, in all material respects, the financial position of the Company as of March 31, 2011 and the results of operations of the Company for the three (3)-month period then ended. The Annual Financial Statements and the Interim Financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented therebyinvolved, subject, in the case of the Interim Financial StatementsFinancials, (i) to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and (ii) to the absence of notes (that, if presented, would not differ materially from those presented in the Audited Annual Financial Statements). The Financial Statements (a) are consistent with the books and records of the Company (which books and records are correct and complete All references 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 this Agreement 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.“

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains True and complete copies of (i) the audited consolidated 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 2005 and December 312006 and, 2021 the statements of operations, changes in stockholders’ equity and changes in cash flows of the Company for the years then ended, together with all related notes and schedules thereto (the “Audited Financial Statements”), and (ii) and the unaudited financial statements consisting of the consolidated balance sheet of the Company (the “Balance Sheet”) as of July 31September 30, 2023 (the “Interim Financial Statements Date”) 2007, and the related statements of income operations and changes in cash flows for the seven-nine month period then ended September 30, 2007 (the “Interim Unaudited Financial Statements”), are attached hereto as Schedule 5.5(a). As soon as practicable after the Company’s financial statements for the year ended December 31, 2007 have been audited (the “2007 Financial Statements” and, and together with the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”), the Company shall deliver the 2007 Financial Statements to the Parent. The Financial Statements have been were, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, subjectindicated (except as may be indicated in the notes thereto or, in the case of the Interim Unaudited Financial Statements, as permitted by GAAP) and each presents or will present, fairly, in all material respects, the financial position of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (except that the Unaudited Financial Statements do not have notes and are subject 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 Statementsadjustments). The Financial Statements (a) are consistent with were, or will be, prepared from the books and records of the Company (which books and records are correct and complete in all material respects); (b) fairly present do not, or will not, include the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the results of the business or operations of any other Person. No Person has guaranteed any obligations of, or provided any financial accommodation to, the Company for the periods indicated in all material respectsCompany, 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 except as 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 sentenceFinancial Statements.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains Attached as SCHEDULE 5.4 are true, correct, and -------------------- complete copies of the audited Interim Balance Sheet, the unaudited balance sheet, statement sheets and related statements of income, statement of income and cash flow and statement of members’ equity flows of the Company as of Business as, at and for the fiscal years ended December January 31, 2022 and December 1997, January 31, 2021 (1998 and for the “Audited Financial Statements”) periods then ended, and the unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) Business prepared by Seller at and the related statements of income for the sevensix-month period then ended with fiscal July 1998 (collectively, 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 Seller, and present fairly in accordance with GAAP consistently applied the Company financial position and results of operation of the Business as at the dates and for the periods indicated. The Business has no liabilities or obligations (secured or unsecured, whether accrued, absolute, direct, indirect, contingent or otherwise, and whether due or to become due) which are not fully and adequately accrued or reserved against in the Financial Statements if and to the extent required in accordance with GAAP consistently applied. Since January 1, 1998, Seller has not received any advice or notification from its independent certified public accountants that Seller has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Financial Statements or the books and records are correct and complete in all records, any properties, assets, liabilities, revenues, or expenses material respects); (b) fairly present to the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the or results of the operations of the Company for Business. Except as set forth in Schedule 5.4, the periods indicated Financial Statements do not contain any items of special or nonrecurring income, or other income not earned in all material respectsthe ordinary course of business, individually in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, excess of $50,000 and in the case aggregate in excess of the Interim Financial Statements$250,000. The books, subject records, and accounts of Seller maintained with respect to the exceptions set forth Business accurately and fairly reflect, in reasonable detail, the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in transactions and the notes thereto; assets and (d) comply liabilities of Seller with all Laws and Governmental Orders in all material respects and subject respect to the exceptions set forth in the preceding sentenceBusiness.

Financial Statements. (a) Section 4.7(a) The Group Companies have delivered to the Series F Investors unaudited and consolidated balance sheet and statements of income and cash flow of the Company Disclosure Schedule contains complete copies Group Companies as of December 31, 2019, and the audited unaudited consolidated balance sheet, statement sheet and statements of income, statement of income and cash flow and statement of members’ equity of the for each Group Company as of and for the fiscal years ended December 31June 30, 2022 and December 312020, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (, with June 30, 2020 being the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Statement 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 (a) have been prepared in accordance with GAAP the books and records of the Group, (b) fairly and truly present in all material respects the financial condition and position of the Group as of the dates indicated therein and the results of operations and cash flows of the Group for the periods indicated therein, except in the case of unaudited financial statements for the omission of notes thereto and normal year-end audit adjustments that are not expected to be material, and (c) were prepared in accordance with the Accounting Standards applied on a consistent basis throughout the periods represented therebyinvolved. The audited annual revenue of the Group Companies as of December 31, subject2019 shall not be less than 90% of unaudited annual revenue of the Group Companies as of December 31, 2019 as shown in the case Financial Statements delivered to any Series F Investor most recent to the date hereof. All of the Interim accounts receivable owing to any of the Group Companies, including without limitation all accounts receivable set forth on the Financial Statements, constitute valid and enforceable claims and are current and collectible in the ordinary course of business, net of any reserves shown on the Financial Statements (which reserves are adequate and were calculated on a basis consistent with the Accounting Standards), 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. Except as disclosed in the Disclosure Schedule and the 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 knowledge of the Warrantors, there is 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, and none of the material receivables owing to any Group Company (which books and records are correct and complete in all material respects); i) has been due for more than sixty (b60) 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 respectsdays, 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 (ii) is payable by an account debtor that is insolvent or bankrupt or (iii) has been pledged 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 sentencethird party by any Group Company.

Financial Statements. (a) Section 4.7(a) The consolidated financial statements of the Company Disclosure Schedule contains complete copies of included in the audited balance sheetSEC Reports, statement of incomeincluding the notes thereto and all related compilations, statement of cash flow reviews and statement of members’ equity of other reports issued by the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021 Company’s accountants with respect thereto (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”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Financial Statements Statements: (i) have been prepared from the books and records of the Company and the Company Subsidiaries in accordance with GAAP consistently applied during the periods covered thereby (except as otherwise disclosed therein); (ii) are complete and correct in all material respects; and (iii) fairly present the financial condition and the results of operations, cash flows and changes in stockholders’ equity of the Company (on a consistent basis throughout consolidated basis) as of the respective dates of and for the periods represented therebyreferred to in the Financial Statements, all in accordance with GAAP, subject, in the case of the Interim 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 most recent year-end Financial Statements). The interim Financial Statements (a) are consistent have been reviewed by the Company’s accountants in accordance with the Statement of Auditing Standards No. 100. 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 Subsidiaries, all of which have been made available to the Purchaser before the date hereof, are true 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 respectscomplete, 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 actions therein described. No financial statements of any Person other than the Company and the Company Subsidiaries are required by GAAP to the exceptions set forth be included in the preceding sentenceconsolidated financial statements of the Company.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Attached as Schedule contains complete 6.6 are copies of the audited balance sheetsheets, statement statements of income, statement statements of cash flow flows and statement statements of members’ Stockholder’s equity of for the Company as of and for the fiscal years ended ending December 31, 2022 2003 and December 312004 (collectively, 2021 (the “Audited Annual Financial Statements”) and unaudited financial statements consisting copies of the unaudited balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) sheets and the related statements of income for the seven-Company for the six (6) month period then ended ending June 30, 2005 and the seven (7) month period ending July 31, 2005 (the “Interim Financial Statements” and, together with the Audited Annual Financial Statements, sometimes collectively referred to herein as the “Financial Statements”). The Except as described on Schedule 6.6, or as disclosed in the Financial Statements, as of their respective dates, the Financial Statements have been (i) were prepared from the Books and Records, (ii) were prepared in accordance with GAAP, consistently applied from period to period (except for changes, if any, permitted by GAAP applied on a consistent basis throughout and disclosed therein), (iii) fairly present in all material respects in accordance with GAAP consistently applied, the financial position and results of operations of the Company as of the dates and for the periods represented covered thereby, subject, in the case of the Interim Financial Statements, to normal and recurring year-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 therebyfootnotes, and (iv) in the case of the Interim Annual Financial Statements, subject are accompanied by a report of the Company’s independent auditors prepared in accordance with generally accepted auditing standards. The Company does not have any material liability or obligation of any nature, whether due or to become due, absolute, contingent or otherwise, including liabilities for or in respect of federal, state, local and foreign Taxes and any interest or penalties relating thereto, except (a) to the exceptions extent reflected as a liability contained in the balance sheet as of July 31, 2005 included in the Financial Statements, (b) liabilities incurred in the ordinary course of business since July 31, 2005 and fully reflected as liabilities on the Books and Records, which are consistent in amounts and consistent with the type as those set forth in the preceding sentence; on such July 31, 2005 balance sheet, and (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.liabilities disclosed on Schedule 6.6A.

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 fairly present or shall fairly present (as the absence of notes case may be), in conformity with GAAP applied on a consistent basis (that, if presented, would not differ materially from those presented except as may be indicated in the Audited Financial Statementsnotes thereto). 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 consolidated financial condition position of the Company and its assets and Liabilities Subsidiaries as of the respective dates they were prepared date thereof and the consolidated results of the operations and cash flows (and changes in financial position, if any) of the Company and its Subsidiaries for the periods indicated in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout presented therein (subject to normal year-end adjustments and the periods represented thereby, and absence of financial footnotes 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 sentenceunaudited interim financial statements).

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains TCB has furnished to HBI true and complete copies of (i) the audited consolidated balance sheetsheets of TCB as of December 31, statement 2017 and 2018, the audited consolidated statements of income, statement of cash flow and statement of memberscomprehensive income, changes in shareholders’ equity and cash flows of the Company as of and TCB for the fiscal years ended December 31, 2022 2017 and December 312018, 2021 (and the “Audited Financial Statements”) and unaudited financial statements consisting of the consolidated balance sheet of the Company (the “Balance Sheet”) TCB as of July 31June 30, 2023 (2019, the “Interim Financial Statements Date”) and the related unaudited consolidated statements of income and changes in shareholders’ equity of TCB for the sevensix-month period then ended June 30, 2019 (collectively, such financial statements listed in clause (i) and (ii) the “Interim Financial Statements” and, together with the Audited Financial Statements, the “TCB Financial Statements”). The TCB Financial Statements (including the related notes) complied as to form, as of their respective dates, in all material respects with applicable accounting requirements, have been prepared in accordance with according to GAAP applied on a consistent basis throughout during the periods represented therebyand at the dates involved (except as may be indicated in the notes thereto), fairly present, in all material respects, the consolidated financial condition of TCB at the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of the Interim Financial Statementsunaudited statements, to notes and normal and recurring year-end adjustments (the effect of which will that were not be materially adverse) material in amount or effect), and the absence of notes (that, if presented, would not differ materially from those presented in accounting records underlying the Audited Financial Statements). The TCB Financial Statements (a) are consistent with the books accurately 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 reflect in all material respects and subject to the exceptions transactions of TCB. Except as set forth on Confidential Schedule 4.05(a), the TCB Financial Statements do not contain any items of extraordinary or nonrecurring income or any other income not earned in the preceding sentenceordinary course of business except as expressly specified therein.

Financial Statements. (a) Section 4.7(a) of The Purchaser has delivered, or will deliver prior to Closing, to the Company Disclosure Schedule contains complete Seller 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 (which include all notes and schedules attached thereto), all of the balance sheet of the Company (the “Balance Sheet”) as of July 31which are true, 2023 (the “Interim Financial Statements Date”) complete and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” andcorrect, 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 Purchaser in accordance with generally accepted accounting principles (which books “GAAP”) consistently applied with past practice and records are correct and complete in all material respects); (b) fairly present the financial condition condition, assets, liabilities and results of operations of the Company and its assets and Liabilities Purchaser as of the respective dates they were prepared thereof and for the periods covered thereby: the reviewed balance sheet of the Purchaser at July 31, 2008 and the results related statements of operations, and of cash flows of the Purchaser for the period then ended and (ii) the audited balance sheet of the Purchaser as of October 31, 2007 and the related compiled statement of operations of the Company Purchaser for the periods indicated in all material respectsyear then ended (such statements, in each caseincluding the related notes and schedules thereto, in accordance with GAAP, applied on a consistent basis throughout are referred to herein as the periods represented thereby, and in the case of the Interim “Financial Statements.”) In such Financial Statements, subject the statements of operations do not contain any material items of special or nonrecurring income or any other material income not earned in the ordinary course of business, and the financial statements for the interim periods indicated include all adjustments, which consist of only normal recurring accruals, necessary for such fair presentation. There are no facts known to the exceptions set forth Purchaser that, under GAAP consistently applied, would alter the information contained in the preceding sentence; (c) do not include foregoing Financial Statements in any extraordinary or nonrecurring operation or transaction except material way. For the purposes hereof, the balance sheet of the Purchaser as expressly set forth in of July 31, 2008 is referred to as the notes thereto; “Balance Sheet” and (d) comply with all Laws and Governmental Orders in all material respects and subject July 31, 2008 is referred to as the exceptions set forth in the preceding sentence“Balance Sheet Date”.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains ​​​​​​​ Seller has delivered to Buyer true and complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity unaudited financial statements of the Company as of and for the fiscal years ended December at March 31, 2022 and December 31, 2021 2018 (the “Audited Financial StatementsInterim Balance Sheet Date”) and unaudited financial statements consisting of the balance sheet of the Company (the “Interim Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) at such date and the related statements of income and retained earnings and cash flows for the seventhree-month period then ended, and true and complete copies of the audited financial statements of the Company consisting of the balance sheet of the Company as at each of December 31, 2017 and December 31, 2016, the related statements of income and retained earnings and cash flows for each of the years 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). The Financial Statements (a) are consistent with the books and records of the Company (which books and records which, in turn, are correct accurate and complete in all material respects); (b) 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 financial position and results of operations of the Company as at the respective dates indicated and for the respective periods then ended, in accordance conformity with GAAP, GAAP applied on a consistent basis throughout the periods represented covered thereby, except (i) for the adjustments disclosed in Section 2.7 of the Seller Disclosure Schedule or the notes to the Financial Statements, and (ii) in the case of the Interim interim Financial Statements, for the absence of notes and other presentation items thereto and are subject to normal year-end adjustments, the exceptions set forth effect of which shall not, individually, or in the preceding sentence; (c) do not include aggregate, be material. No financial statements of any extraordinary or nonrecurring operation or transaction except as expressly set forth other Person are required by GAAP to be included in the notes thereto; and Financial Statements. The accounting records, all of which have been made available to Buyer, (di) comply with all Laws and Governmental Orders represent actual, bona fide transactions, (ii) have been maintained in all material respects in accordance with sound business practices and subject to (iii) accurately and fairly reflect in all material respects the exceptions set forth in transactions and dispositions of the preceding sentence.assets of the Company. Stock Purchase Agreement

Financial Statements. (a) Section 4.7(aThe Seller Parent has delivered to Buyer Parent (i) audited balance sheets 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 December 31, 2004 and 2003, respectively, and audited statements of operations and cash flows for the fiscal years twelve-month periods ended December 31, 2022 2004 and December 312003, 2021 respectively, and (the “Audited Financial Statements”ii) and an unaudited financial statements consisting of the balance sheet of the Company Business as of July 3, 2005 and the related unaudited statement of operations and cash flows of the Business for the six (6) months ended July 3, 2005, and (iii) an unaudited balance sheet of the Business as of July 3, 2005 (the “Reference Balance Sheet Date”) as adjusted for Excluded Assets (other than the accounts receivable relating to the operation of the Business in China) and Excluded Liabilities (other than the accounts payable relating to the operation of the Business in China) (the “Reference Balance Sheet”) as of July 31((ii) and (iii) collectively, 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 Reference Balance Sheet was 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 Sellers and in accordance with GAAP (which books except as otherwise stated therein and records are correct except for the omission of footnotes) on a basis consistent with the audited balance sheets referenced in the preceding clause (i). The statements of operations and complete cash flows included in such financial statements and the notes thereto present fairly, in all material respects); (b) fairly , the results of operations and cash flows, as applicable, of the Business for the periods covered, the balance sheets included in such financial statements and the notes thereto present fairly, in all material 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 Business for the periods indicated in then ended, and all material respects, in each case, of such financial statements were prepared from the books and records of the Sellers and in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and GAAP (except as otherwise stated therein or in the case of the Interim Financial Statements, subject to unaudited financial statements for the exceptions set forth in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except omission of footnotes). The Reference Balance Sheet is attached hereto 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 sentenceSchedule 3.06(a).

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains Seller has delivered to Buyer correct and complete copies of the following: (i) its audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and sheets for the fiscal years ended December 31, 2022 1996, 1997 and December 1998 (collectively, the "Annual Financial Statements"), and (ii) its unaudited balance sheets as of August 31, 2021 (the “Audited Financial Statements”) 1997, 1998 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”) 1999 and the related statements of income and cash flows for the sevensix-month period periods then ended (collectively, the “"Interim Financial Statements” ," and, together with the Audited Annual Financial Statements, the “"Financial Statements”"). The Financial Statements have been were prepared in the ordinary course of business and fairly present, in all material respects, the financial condition, statements of earnings and cash flows of Seller for the periods or as of the dates set forth therein, in each case in accordance with GAAP applied on a consistent basis throughout through the periods represented therebycovered, subjectexcept (i) as stated therein or, where applicable, in the case of notes thereto, or (ii) with respect to the Interim Financial Statements, to for normal and recurring year-end adjustments (consistent with past practice. Except as set forth on SCHEDULE 5.24 or disclosed by, or reserved against in, the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented most recent balance sheet included in the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records , Seller did not have, as of the Company date of such balance sheet, any liability or obligation, whether accrued or unaccrued, absolute, fixed or contingent (including liabilities for taxes or unusual forward or long-term commitments), which books and records are correct and complete in all was or would be material respects); (b) fairly present to the Business or the results of operations or financial condition of the Company and its assets and Liabilities as Business, nor to Seller's Knowledge does any aspect of the respective dates they were prepared and the results of the operations of the Company Business form a basis for the periods indicated any claim by a third party which, if asserted, could result 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 liability not set forth on SCHEDULE 5.24 or disclosed by or reserved against 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 sentencesuch balance sheet.

Financial Statements. Attached hereto as Schedule 3.10 are copies of (ai) Section 4.7(a) balance sheets 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 for the fiscal years ended December 31, 2022 2008, and December 31, 2021 2007 (the “Audited Financial Statements”) and unaudited financial statements consisting of the December 31, 2008 balance sheet of the Company (referred to herein as the “Balance Sheet”), (ii) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related income statements of income for the seven-month years then ended, and (iii) monthly financial statements in respect to the period then ended January 1, 2009 through February 28, 2009 (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 from the periods represented thereby, subjectBooks and Records and present fairly, in all material respects, the case financial position of the Interim Company and its Subsidiaries as of the respective dates thereof and the results of operations of the Company and its Subsidiaries for the respective periods then ended in conformity with GAAP, except (a) for the effect of Parent or Seller transactions that have not been separately allocated to the Company, and (b) that any unaudited Financial Statements, Statements are subject to normal and recurring year-end adjustments (the effect none of which will not be materially adverseare material, individually or in the aggregate) and lack footnotes and other presentation items. Seller has provided to Purchaser true and correct copies of all internal audit reports for the absence of notes past two (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a2) 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 years relating to the Company and its assets Subsidiaries, including, without limitation, reports on internal controls. To Parent’s and Liabilities Seller’s knowledge, there are no, and, during the past two (2) years there have been no, “material weaknesses” or “significant deficiencies” as defined in SEC Regulation S-X, in the Company’s internal controls. None of the respective dates they were prepared and contracts which generated revenue reflected in the results Financial Statements are in the name of the operations Parent, Seller or any of their Affiliates, other than 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 sentenceits Subsidiaries.

Financial Statements. (a) Section 4.7(aThe consolidated balance sheets and the related consolidated statements of operations, consolidated statements of stockholders' equity and comprehensive income (loss) and consolidated statements of cash flows (including, in each case, any related notes and schedules 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 Holding for the fiscal years ended annual periods ending December 31, 2022 2001, 2002 and December 2003 and the quarterly period ending March 31, 2021 2004 (collectively, the “Audited Financial Statements”"HOLDING FINANCIAL STATEMENTS") and unaudited financial statements consisting of the balance sheet of delivered by Holding to the Company (have been prepared from the “Balance Sheet”) as books and records of July 31, 2023 (the “Interim Financial Statements Date”) Holding and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” andHolding Subsidiaries, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance conformity with GAAP (except, in the case of unaudited statements) applied on a consistent basis throughout during the periods represented thereby, involved (except as otherwise noted therein) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of Holding and the Holding Subsidiaries as of the dates or for the periods presented therein (subject, in the case of the Interim Financial Statementsunaudited 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 ordinary course of business). Except as reflected in the Holding Financial Statements, neither Holding nor any of the Holding Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). The , other than liabilities or obligations that (i) were not required by GAAP to be disclosed or provided for in the Holding Financial Statements or (aii) are consistent with the books were incurred since December 31, 2003, 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 respectswhich, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and (A) were incurred in the case ordinary course of the Interim Financial Statements, subject to the exceptions set forth business consistent with past practice and (B) individually or in the preceding sentence; (c) do aggregate, have not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; had and (d) comply with all Laws and Governmental Orders in all material respects and subject would not reasonably be expected to the exceptions set forth in the preceding sentencehave a Holding Material Adverse Effect.

Financial Statements. Schedule 3.1(e) sets forth the unaudited consolidated balance sheets of Seller as of September 30, 1994 (a) Section 4.7(a) of the Company Disclosure Schedule contains complete copies of "1994 Balance Sheet"), September 30, 1995 (the audited balance sheet"1995 Balance Sheet"), statement July 31, 1996, and August 31, 1996 (the "Balance Sheet"), and the unaudited consolidated statements of income, statement shareholders' equity, and cash flows of cash flow and statement of members’ equity of the Company as of and Seller for the fiscal years periods ended December 31September 30, 2022 and December 311994, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of September 30, 1995, July 31, 2023 1996, and August 31, 1996 (collectively, 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 Seller 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 fairly, in all material respects, in each casethe financial position and operations as of September 30, in accordance with GAAP1994, applied on a consistent basis throughout September 30, 1995, July 31, 1996, and August 31, 1996 and the results of operations and cash flows of Seller for the periods represented therebythen ended in conformity with generally accepted accounting principles, consistently applied, except for (i) the absence of certain notes which would otherwise be required by generally accepted accounting principles and (ii) no accrual has been made in connection with the governmental inquiries described on Schedule 3.1(e). Except as set forth on Schedule 3.1(e), the income statements included in the case Financial Statements do not contain any material items of the Interim Financial Statements, subject to the exceptions set forth special or nonrecurring income or expense or any other income not earned or expense not incurred in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction ordinary course of business except as expressly specified therein, and, except as so set forth forth, such financial statements include all adjustments, which consist only of normal recurring accruals, necessary for such presentation. Except under general principles of successor liability law (including, without limitation, such principles arising under applicable healthcare law), there is no basis for the assertion against Seller of any material Liability of any nature or in any amount (other than Liabilities reflected on the Balance Sheet or as have been incurred since the date of the Balance Sheet in the notes thereto; and (dordinary course of business consistent with past practice) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentencefor which Buyer may become liable.

Financial Statements. (a) Section 4.7(a) Schedule 3.6 of the Company Disclosure -------------------- Schedule contains complete copies (i) unaudited combined pro-forma statements of operations of the audited balance sheet, statement of income, statement of cash flow Division and statement of members’ equity the Companies for each of the Company as of and for the fiscal years ended December 31, 2022 1997 and December 311998 (collectively, 2021 (the “Audited "Annual Financial Statements”") and (ii) an unaudited financial statements consisting --------------------------- combined pro-forma statement of tangible net worth of the balance sheet of Division and the Company (the “Balance Sheet”) Companies as of July 31September 30, 2023 (the “Interim Financial Statements Date”) 1999 and the related statements unaudited combined pro-forma statement of income operations for the seven-month period nine months then ended (collectively, the “"Interim Financial Statements” " and, together with the Audited Annual Financial ---------------------------- Statements, the “"Financial Statements”"). The Financial Statements have been -------------------- prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods represented therebycovered by such statements and fairly present the combined financial condition and results of operations of the Division and the Companies as of the respective dates and for the periods then ended, subjectas applicable, except that the Financial Statements are subject to (i) the absence of the level of detail and full financial footnotes that would be required in regular financial statements, (ii) the assumptions, qualifications and adjustments set forth in the Basis of Presentation contained in Schedule 3.6 of the Disclosure Schedule, (iii) the absence of line items below earnings before interest and taxes in the unaudited consolidated pro forma statements of operations and (iv) in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will that are not 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). 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 amount 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 sentenceeffect.

Financial Statements. Each of the financial statements (a) Section 4.7(aincluding the related notes) of the Company Disclosure Schedule contains complete copies included in the Company SEC Documents complied at the time it was filed in all material respects with the applicable accounting requirements and the published rules and regulations of the audited balance sheetSEC with respect thereto in effect at the time of filing, statement had been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as otherwise noted therein and, in the case of incomeunaudited statements, statement as permitted by the rules and regulations of cash flow the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and statement of members’ equity fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the fiscal years periods then ended December 31(subject, 2022 and December 31in the case of unaudited statements, 2021 to normal year-end audit adjustments). Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (the “Audited Financial Statements”whether accrued, absolute, contingent or otherwise) and unaudited financial statements consisting of other than (i) liabilities or obligations reflected or reserved against on the balance sheet of the Company (the “Balance Sheet”) and its Subsidiaries as of July 31September 30, 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, 2009 included in the case Filed Company SEC Documents (including the notes thereto), (ii) liabilities or obligations incurred after September 30, 2009 in the ordinary course of business, or (iii) liabilities or obligations which would not have a Material Adverse Effect. None 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 Subsidiaries 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 respectsare, 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 Statementsor have at any time been, subject to the exceptions set forth in reporting requirements of Section 13(a) or 15(d) 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 sentenceExchange Act.

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.

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.

Financial Statements. Attached as Schedule 2.10(a) are true and complete copies of (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 consolidated balance sheet of the Company SCL (the “"Latest Balance Sheet”") as of July 31November 30, 2023 2002 (the “Interim Financial Statements "Latest Balance Sheet Date”") and the related unaudited consolidated statements of income for the seven-month period 11 months then ended, (b) the audited consolidated balance sheets of SCL as of December 31, 1999, December 31, 2000, and December 31, 2001 and the related consolidated audited statements of income and cash flows for the fiscal years then ended (clauses (a) and (b) are collectively, the “Interim "Financial Statements” and"), together with and (c) the Audited trial balances for each Financial Statement and a list of any adjustments therefrom to derive the financial results reflected in the Financial Statements. The Financial Statements present fairly the consolidated financial condition of SCL at the dates specified and the results of its consolidated operations for the periods specified and have been prepared in accordance with GAAP, consistently applied, subject in the “case of the unaudited statements to the absence of footnote disclosure and other presentation items and to changes resulting from normal period-end adjustments for recurring accruals, which are not material individually or in the aggregate. The Financial Statements”Statements do not contain any items of a special or nonrecurring nature in amount in excess of $50,000, except as expressly stated in the Financial Statements or as set forth on Schedule 2.10(b). 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 (Companies, which books accurately and records are correct fairly reflect the transactions of, acquisitions, and complete dispositions of assets by, and incurrence of liabilities by the Companies. Except as set forth on Schedule 2.10(c), the expense items contained in all of the Financial Statements that are material respects); to the calculation of Gross Profit have been consistently accumulated, compiled, recorded, and classified (bincluding any reclassification from any audit or consolidation involved in the preparation of the Financial Statements) fairly present from the trial balance level through 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 reflected 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.

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 sentenceconsolidated financial statements of the Company.

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.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains complete 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 MTE's financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) MTE as of July at December 31, 2023 (2021 in each of the “Interim Financial Statements Date”) years 2020, 2019 and 2018 and the related statements of income and retained earnings, and stockholders' equity for the sevenyears then ended (the "Annual Financial Statements"), and financial statements consisting of the balance sheet of MTE as at September 30, 2022 and the related statements of income and retained earnings, and stockholders' equity for the nine-month period then ended (the “"Interim Financial Statements” and, " and together with the Audited Annual Financial Statements, the “"Financial Statements”)") have been delivered to the Company. 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 Annual Financial Statements). The Financial Statements (a) are consistent with based on the books and records of the Company (which books MTE, 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 MTE as of the respective dates they were prepared and the results of the operations of the Company MTE for the periods indicated in all material respectsindicated. The balance sheet of MTE as of September 30, in each case, 2022 is referred to herein as the "Interim Balance Sheet" and the date thereof as the "Interim Balance Sheet Date". MTE 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.

Financial Statements. (a) Section 4.7(a) of Set forth on Schedule 2.07 --------------------- are the Company Disclosure Schedule contains complete copies of Forms 10-K and 10-Q filed with the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and SEC for the fiscal years year ended December 31, 2022 1996, and the period ended September 30, 1997, respectively, including the consolidated balance sheets of Company and its Subsidiaries as at December 31, 2021 (1995, December 31, 1996, and September 30, 1997, and the “Audited related consolidated statements of income, stockholders' equity and cash flows for the respective years or, in the case of September 30, 1997, the nine month period, then ended, including the notes thereto, and, other than in respect of the statements as at and for the period ended September 30, 1997, the report thereon of Price Waterhouse, independent certified public accountants ( the "Company Financial Statements”) "). The Company Financial Statements present fairly in all material respects the consolidated financial position and unaudited financial statements consisting the results of the balance sheet operations of the Company (the “Balance Sheet”) and its Subsidiaries as of July 31, 2023 (the “Interim Financial Statements Date”) dates and the related statements of income for the seven-month period then ended (periods indicated in the “Interim Financial Statements” and, together with the Audited Company Financial Statements, the “Financial Statements”in each case in conformity with generally accepted accounting principles ("GAAP"). The Financial Statements have been prepared in accordance with GAAP , consistently applied on a consistent basis throughout the during such periods represented thereby, subjectother than, in the case of the Interim Financial Statementsstatements as at and for the period ended September 30, to normal 1997, for the absence of required footnote disclosure and recurring customary 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 adjustments. Except as expressly contemplated or permitted by this Agreement or disclosed in the Audited Financial Statements). The Financial Statements (a) are consistent with Schedules hereto, to the books and records knowledge of the Company (which books and records are correct and complete in all material respects); (b) fairly present the financial condition of Company, the Company and its assets and Liabilities Subsidiaries do not have any material liabilities of any nature (whether accrued, absolute, contingent, unasserted or otherwise) except (1) as of disclosed, reflected or reserved against in the respective dates they were prepared and balance sheet (the results of "Balance Sheet") dated September 30, 1997 (the operations of "Balance Sheet Date"), included in 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 and (2) as incurred in the preceding sentence; (c) do ordinary course of business consistent with past practice and 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 sentenceviolation of this Agreement.

Financial Statements. (a) Section 4.7(a) The Company has delivered to Buyer the unaudited financial statements of the Company Disclosure Schedule contains complete copies FHPS, consisting 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 sheets at December 31, 2022 1995, 1996 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”) 1997 and the related statements of income operations for the seven-month period respective periods then ended (the “Interim Financial Statements” and, together with the Audited Financial Statementscollectively, the “Financial Statements”"FINANCIAL STATEMENTS"). The 1995, 1996 and 1997 financial statements of FHPS are referred to herein as its "PRIOR FINANCIAL STATEMENTS." The financial statements for the twelve (12) months ended December 31, 1998 are referred to herein as the "CURRENT FINANCIAL STATEMENTS." The Financial Statements have been (i) were prepared from the books and records of FHPS, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout (except as may be expressly indicated therein or in any notes thereto, or except for the absence of notes, statement of cash flows, and statement of shareholders equity which may otherwise be required under GAAP) and (iii) present fairly the financial position of FHPS as at the dates thereof and the results of its operations for the periods represented thereby, subject, in the case of the Interim Financial Statements, then ended (subject 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 aggregate have a Material Adverse Effect on the books FHPS 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 other adjustments expressly described therein 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 ). The balance sheets included in the preceding sentenceCurrent Financial Statements do not reflect any writeup or revaluation increasing the book value of any assets, except as specifically disclosed in the notes thereto or as otherwise disclosed in writing to Buyer. All financial projections, forecasts, or budgets that the Company and the Subsidiaries have made available to Buyer have been or will be prepared in good faith based upon assumptions that the Company and the Subsidiaries believe to be reasonable.

Financial Statements. The Stockholders and the Company have delivered to Parent 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 2001 and December 312000 and the related statements of income, 2021 changes in stockholders' equity and cash flow for the years then ended, including the notes and schedules contained therein or annexed thereto; and (b) the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company as of January 31, 2002 (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”"BALANCE SHEET") and the related statements of income income, changes in stockholders' equity and cash flow for the seven-one (1) month period then ended ended, including the notes and schedules contained therein or annexed thereto, in each case certified by the chief financial officer of the Company as to the accuracy thereof and the conformance thereof to the standard set forth in this SECTION 2.7 (the “Interim Financial Statements” and, together with financial statements described in clauses (a) and (b) are referred to collectively as the Audited Financial Statements, "FINANCIAL STATEMENTS"; the “Financial Statements”financial statements described in clause (b) are also referred to collectively as the "INTERIM FINANCIAL STATEMENTS"). The All of the Financial Statements (including all notes and schedules contained therein or annexed thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout according to the books and records of the Company, and fairly present the financial position, the results of operations and cash flows of the Company as of the dates and for the years and periods represented thereby, indicated (subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (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 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.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains Attached hereto as EXHIBIT B are true and complete copies of the audited balance sheet, sheet and related statement of income, statement operations and retained earnings and of cash flow and statement of members’ equity of the Company as of and flows for the fiscal Seller for the years ended December 31, 2022 1994, 1995 and December 1996, in each case audited by Arthur Anderson, L.L.P., and the unaudited balance sheet for the Divxxxxx ax xx Xxxember 31, 2021 1996 (the “Audited Financial "Annual 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 Seller's unaudited balance sheet as at the end of income each month of calendar year 1997 ending prior to the date of this Agreement and the Seller's statement of operations for each period then ended and the Division's unaudited balance sheet as at September 30, 1997 and the Division's statement of operations for the seven-month period then ended (collectively, the “"Interim Financial Statements” " and, together with the Audited Financial Annual Statements, the “"Financial Statements”"). The unaudited December 31, 1996 balance sheet of the Division is referred to herein as the "1996 Balance Sheet." Each of the Financial Statements have has been prepared based on the books and records of Seller in accordance with GAAP applied on a and the Seller's normal accounting practices, consistent basis with past practice throughout the periods represented therebycovered thereby and with each other, subjectand present fairly the financial condition and results of operations of the Seller and the Division as of the dates or for the periods indicated, in the case of except, with respect to the Interim Financial StatementsStatements only, to normal and recurring year-end adjustments (the effect of which will not be materially adversei) and for the absence of notes (that, required by GAAP which if presented, 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 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 thereby1996 Balance Sheet, and (ii) that such statement is subject to year-end adjustments consisting of normal recurring items the effect of which, individually or in the case of the Interim Financial Statementsaggregate, subject to the exceptions set forth in the preceding sentence; (c) do will 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 sentencebe materially adverse.

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 The financial statements consisting of the balance sheet of the Company (including, in each case, any notes and schedules thereto) included in the “Balance Sheet”Company SEC Documents (a) comply as of July 31, 2023 (the “Interim Financial Statements Date”) to form in all material respects with all applicable accounting requirements and the related statements rules and regulations of income for the seven-month period then ended SEC with respect thereto, (the “Interim Financial Statements” andb) are in conformity with generally accepted accounting principles ("GAAP"), 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 (except in the case of unaudited statements, as permitted by the rules and regulations of the SEC) during the periods represented therebyinvolved (except as may be indicated in the related notes and schedules thereto) and (c) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the Interim Financial Statementsunaudited statements, to normal and recurring year-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 Statementsaudit adjustments). The Financial Statements Except (ai) are consistent with the books and records of the Company (which books and records are correct and complete as reflected in all material respects); (b) fairly present the such 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 statements or nonrecurring operation or transaction except as expressly set forth in the notes thereto; , (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby or (iii) such liabilities as are not in the aggregate reasonably likely to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). The Company's consolidated revenues, net income and earnings before interest, taxes, depreciation and amortization for the quarter ended December 31, 1999(i) will not be less, respectively, than such amounts for the quarter ended September 30, 1999 and (dii) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth audit of the Company's financial statements for the year ended December 31, 1999 and finalization of such amounts for the fourth quarter ended December 31, 1999, and except as disclosed in Schedule 3.7 of the preceding sentenceCompany Disclosure Schedule, are currently anticipated to be not less than $59.4 million, $2.7 million and $9.3 million, respectively.

Financial Statements. Sellers have delivered to Buyer: (a) Section 4.7(a) unaudited balance sheets of the Company Disclosure Schedule contains complete copies Acquired Companies as at December 31, in each of the audited balance sheetyears 1993 through 1995 and 1998, statement and the related unaudited consolidated statements of incomeincome and retained earnings, statement of and cash flow and statement for each of members’ equity of the Company as of and for the fiscal years ended then ended, (b) audited balance sheets of the Acquired Companies as of December 31, 2022 1997 and December 311996 (including the notes thereto, 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 earnings and retained earnings, and cash flow for the seven-month period fiscal year then ended (the “Interim Financial Statements” andended, together with the Audited Financial Statementsreport thereon of Grant Thornton LLP, independent certified public accountxxxx, xxx (x) an unaudited balance sheet of the “Financial Statements”)Acquired Companies as at May 31, 1999 (the "Interim Balance Sheet") and the related unaudited statements of income, and cash flow for the five months then ended. The Financial Statements have been prepared Such financial statements and notes fairly present the financial condition and the results of operations, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements, 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 may be 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 sentencefinancial statements of the Company.

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 respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case indicated. The net assets of the Interim Financial StatementsBusiness dated as of September 30, subject 2022 is referred to herein as the exceptions set forth in “Balance Sheet” and the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except date thereof 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“Balance Sheet Date”.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains complete The Shareholder has delivered to Home Retail true and correct copies of the audited financial statements of the Company for the fiscal years ending June 30, 1996 and June 30, 1997 prepared by Xxxxx & Xxxxxxx, certified public accountants, Atlanta, Georgia (the "Audited Financial Statements"). The unaudited balance sheetsheet of the Company for the period ending May 31, statement 1998 ("the May 1998 Balance Sheet") and the related unaudited statements of incomeoperations and accumulated deficit for the period from July 1, statement 1997 to the May 1998 Balance Sheet, certified by the President of cash flow the Company (collectively, the "Interim Financials") were prepared from the books and statement records of members’ equity the Company and fairly present in all material respects the financial position of the Company as of their respective dates and for the fiscal years ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting results of the balance sheet operations of the Company (for the “Balance Sheet”) as of July 31, 2023 (the “Interim periods then ended. The Audited Financial Statements Date”) and the related statements of income for Interim Financials, including the seven-month period then ended (notes to all such statements, are referred to herein collectively as the “Interim "Financial Statements” and, together with the ." The Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods represented therebyspecified, subject, and present fairly in all material respects and in accordance with generally accepted accounting principles 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 specified. Except as reflected or reserved against in the Interim Financials, the Company has no debts, liabilities, or obligations of any nature, whether accrued, absolute, contingent, or otherwise, arising out of transactions entered into, or any state of facts existing, other than (a) liabilities and obligations as disclosed or contemplated in this Agreement, (b) liabilities and obligations described in the results exhibits to this Agreement, (c) liabilities and obligations arising after the May 1998 Balance Sheet in the ordinary course of the operations business of the Company for the periods indicated in all material respectsthat do not have and cannot reasonable be expected to have, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and individually or in the case of the Interim Financial Statementsaggregate, 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; a Material-Adverse Effect, and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions those set forth in the preceding sentenceon Exhibit 4.4 attached hereto and incorporated herein by reference.

Financial Statements. (a) Section 4.7(a) The Seller has delivered to LTC the 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 Seller for the fiscal years ended December 31, 2022 1995 and December 31, 2021 (1996. As soon as they become available, the “Audited Financial Statements”) and unaudited Seller will deliver to LTC the financial statements consisting of the Seller for the twelve months ended July 31, 1997 and for the ten months ended October 31, 1997 (together with the three previous fiscal years, collectively, the "FINANCIAL STATEMENTS"). Copies of the Financial Statements will be attached to the Secretary's Certificate delivered at Closing pursuant to Section 7.10. The individual balance sheet of the Seller dated as of October 31, 1997, included in the Financial Statements is referred to herein as the "CURRENT BALANCE SHEET." The Financial Statements fairly present the financial position of the Seller at each of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) dates and the related statements results of income operations for the seven-month period then ended (the “Interim Financial Statements” andperiods covered thereby, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements and have been prepared in accordance with GAAP generally accepted accounting principles, as in existence at the date hereof ("GAAP") consistently applied on a consistent basis throughout the periods represented therebyindicated, subjectexcept, in the case of the Interim Financial StatementsStatements for the ten-month period ended October 31, to 1997, 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 Statements)footnotes. The Financial Statements (a) are consistent with the books and records of the Company (which books Seller fully and records are correct and complete in fairly reflect all material respects); (b) fairly present the financial condition of the Company and its transactions, properties, assets and Liabilities liabilities. Except as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated specified otherwise 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 such Financial Statements, subject to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary Statements or nonrecurring operation or transaction except as expressly set forth in the notes thereto; , (i) there are no special or non-recurring items of income or expense during the periods covered by the Financial Statements, (ii) the balance sheets included in the Financial Statements do not reflect any write-up or revaluation increasing the book value of any assets, and (diii) comply with the Financial Statements reflect all Laws and Governmental Orders in all material respects and subject to adjustments necessary for a fair presentation of the exceptions set forth in the preceding sentence.financial information contained therein

Financial Statements. (a) Section 4.7(aAttached as Schedule 2.8(a)(i) hereto are unaudited year-end balance sheets and statements of operations, shareholders' equity and cash flow 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 Corporation as of and January 31 for each of the fiscal years ended December 311999 and 1998 and an unaudited balance sheet for the five-month period ending June 30, 2022 and December 31, 2021 (the “Audited Financial Statements”) 1999 and unaudited financial statements consisting of operations, shareholders' equity and cash flow 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 Corporation for the sevenfive-month period then ended ended. Such balance sheets fairly present the financial position of the Corporation at the respective dates thereof, and such statements of operations, changes in shareholders' equity and cash flow (i) fairly present the “Interim Financial Statements” andresults of operations for the periods therein referred to, 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(except as stated therein), 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); (bii) fairly present the financial condition of the Company Corporation at the respective date of, and its assets for the period covered by such statements in accordance with GAAP and Liabilities (iii) were prepared from the books and records of the Corporation, except that the unaudited financial statements have no notes attached thereto and do not have year-end adjustments (none of which would be recurring). All properties that are used in the Corporation's business as of the respective dates they were prepared and Financial Statement Date are reflected in the results of the operations of the Company for the periods indicated in all material respects, in each case, Financial Statements in accordance with and to the extent required by GAAP; provided, applied on a consistent basis throughout the periods represented therebyhowever, and that all assets that are currently used in the case of Corporation's business that are not owned by or reflected on the Interim Corporation's Financial Statements, subject Statements shall be transferred to Corporation prior to the exceptions set forth Closing Date, including without limitation, all furniture and equipment presently on the Corporation's premises owned by Value Vision Direct Marketing, Inc./Home Visions Direct and the Montxxxxxx Xxxd Xxxect Mailing list, except for those assets identified in the preceding sentence; (cSchedule 2.8(a)(ii) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in the notes thereto; hereto. The foregoing balance sheet and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentence.statements of operations,

Financial Statements. FlowWise has delivered to NET the following financial statements (collectively the "FlowWise Financial Statements"): (a) Section 4.7(a) of the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement sheets and statements of income, statement of changes in shareholders' equity, and cash flow and statement of members’ equity of the Company as of and for the fiscal years ended December 31, 2022 1996, 1997 and December 31, 2021 1998 (the “Audited "Most Recent Fiscal Year End") for FlowWise; and (b) unaudited balance sheets and statements of income, changes in shareholders' equity, and cash flow (the "Most Recent Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”") as of July and for the ten (10) months ended October 31, 2023 1999 (the “Interim "Most Recent Fiscal Month End") for FlowWise. The FlowWise Financial Statements Date”(including the notes thereto) 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 covered thereby, subject, in present fairly the case financial condition of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect FlowWise as of which will not be materially adverse) such dates and the absence results of notes (thatoperations of FlowWise for such periods, if presentedare correct and complete, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) and are consistent with the books and records of the Company FlowWise (which books and records are correct and complete in all material respectscomplete); provided, however, that the Most Recent Financial Statements are subject to normal year-end adjustments (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 which will not be material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and individually or in the case of aggregate) and lack footnotes and other presentation items. FlowWise has no Liabilities (and there is no Basis known to FlowWise for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against FlowWise giving rise to any Liability) except as set forth on the Interim FlowWise 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.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Except as set forth in Schedule contains 2.6(a), true and complete copies of the following have been or will be provided (in accordance with the terms herein below) to the Purchaser: (i) the 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 and 2017, December 31, 2021 2018, and related audited statements of operations, changes in shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, as well as the unaudited and unreviewed balance sheet of the Company as of December 31, 2019 (provided that the audited balance sheet of the Company as of December 31, 2019, and related audited statements of operations, changes in shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, shall be provided by the Company to Purchaser by April 30, 2020 and shall be deemed as Annual Financial Statements for the purposes of the representations made herein) (the “Audited Annual Financial Statements”) and (ii) the unreviewed and unaudited financial statements consisting of the trial balance sheet of the Company (the “Balance Sheet”) as of July March 28, 2020 (provided that the internal, unreviewed and unaudited consolidated balance sheet of the Company as of March 31, 2023 (2020, and the “related unreviewed and unaudited statements of operations, changes in shareholders’ equity and cash flows for the three month period ended March 31, 2020, shall be provided by the Company to Purchaser by April 30, 2020 and shall be deemed as Interim Financial Statements Date”) and the related statements of income for the seven-month period then ended purposes of the representations made herein) (the “Interim Financial Statements” and, together with the Audited Annual 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.

Financial Statements. (a) Section 4.7(aAttached as Schedule 2.6 hereto are (i) 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 an unaudited financial statements consisting of the balance sheet of the Company (and an audited balance sheet of the “Balance Sheet”) as of July Partnership at December 31, 2023 (the “Interim Financial Statements Date”) 1999 and the 2000, and related unaudited consolidated statements of income and cash flows of the Company and audited consolidated statements of income and cash flows of the Partnership for the sevenyears then ended; and (ii) an unaudited balance sheet of the Company and the Partnership at May 31, 2001 and related consolidated statements of income and cash flows of the Company and the Partnership for the five-month period then ended (the “Interim Financial Statements” andsuch statements specified in clauses (i) and (ii), together with the Audited related notes thereto, collectively, the "Financial Statements, the “Financial Statements”"). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented therebygenerally accepted accounting principles consistently applied, 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 fairly present in all material respects); (b) fairly present respects the financial condition of the Company and its assets and Liabilities the Partnership, respectively, as of the respective dates they were prepared thereof and the results of the their operations of the Company for the periods indicated in all material respectscovered thereby except, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and in the case of Financial Statements of the Interim Company and the Partnership at and for the five months ended May 31, 2001, for the absence of notes and as otherwise noted therein and subject to normal recurring year-end adjustments. Neither the Company nor the Partnership has any liability or obligation (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would have a Material Adverse Effect, other than (w) liabilities reflected (but only to the extent so reflected) or reserved against in the Financial Statements, subject to the exceptions set forth (x) liabilities or obligations that have arisen since May 31, 2001 in the preceding sentence; (c) do not include any extraordinary ordinary course of business, none of which, individually or nonrecurring operation or transaction except as expressly set forth in the notes thereto; and aggregate, would have a Material Adverse Effect, (dy) comply liabilities or obligations disclosed herein or in any schedule hereto, or (z) liabilities or obligations incurred in accordance with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentenceterms of this Agreement or any Contract.

Financial Statements. Schedule 3.10 includes (a) Section 4.7(a) of the Company Disclosure Schedule contains true, complete and -------------------- correct copies of the Company's audited balance sheetsheet as of December 31, statement of income1998 and 1999 and audited income statement, statement of cash flow flows and statement of members’ stockholders' equity of the Company as of and for the fiscal years ended December 31, 2022 1998 and December 1999 (collectively, "Audited Financials"), and (b) true, complete and correct copies of an unaudited balance sheet (the "Interim Balance Sheet") for the Company as of January 31, 2021 2000 (the “Audited Financial Statements”"Balance Sheet Date") and unaudited financial statements consisting income statement, statement of the balance sheet cash flows and statement of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income stockholders' equity for the sevenone-month period then ended (collectively the “"Interim Financial Statements” and, Financials," and together with the Audited Financials, the "Company Financial Statements"). Except as noted on the auditors' report accompanying the Audited Financials, and except as otherwise set forth on Schedule 3.10, the “Financial Statements”). The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented therebyconsistently applied, subject, in the case of the Interim Financial StatementsFinancials, (i) to normal and recurring year-end adjustments (adjustments, which individually or in the effect of which aggregate will not be materially adversematerial, and (ii) and to the absence omission of notes (that, if presented, would not differ materially from those presented footnote information. Each balance sheet included in the Audited Financial Statements). The Company 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) presents fairly present the financial condition of the Company and its assets and Liabilities Company, as of the respective dates they were prepared date indicated thereon, and each of the income statements, statements of cash flows and statements of stockholders' equity included in the Company Financial Statements presents fairly the results of the its 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 thereon. Since the periods represented thereby, and in the case dates of the Interim Company Financial Statements, subject to the exceptions set forth there have been no material changes in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in accounting policies of 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.

Financial Statements. (a) Section 4.7(a) On or before one week prior to the completion of the Company Disclosure Schedule contains complete copies of Due Diligence Period (as hereinafter defined), OGS will deliver, to BAC, the audited balance sheet, statement sheets of income, statement of cash flow and statement of members’ equity of the Company as of and OGS for the two fiscal years ended December 31, 2022 2002, and the related audited statements of operations, stockholders' equity, and cash flow for the two fiscal years ended 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” and2002, together with the Audited Financial Statementsnotes to such financial statements and the opinion of Williams & Webster, PX., xxxxpenxxxx xxxxxxied public accountants with respect thereto; the “Financial Statements”unaudited balance sheet of OGS as of September 30, 2003 (the "most recent OGS balance sheet"), and the related unaudited statements of operations, stockholders' equity, and cash flow for the nine-month period ended September 30, 2003, together with the notes to such unaudited financial statements. The Financial Statements have been All of these financial statements (the "OGS financial statements") will be included in the OGS Schedules. In addition to the OGS financial statements, OGS will prepare or cause to be prepared such additional financial statements as may be necessary for the OGS and BAC, as the Combined Company, to make necessary filings with the SEC to become a fully reporting company; provided, however, that BAC will bear the expense of such combined financial statements. All of such financial statements will be prepared in accordance with GAAP generally accepted accounting principles 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 (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. 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) OGS financial statements will present fairly present the financial condition of the Company and its assets and Liabilities OGS as of the respective dates they were prepared indicated thereon, and such Statements of Earnings, and Cash Flows and Retained Earnings will present fairly the results of the its respective operations of the Company for the periods indicated in all material respectsthereon. The books and records, in each casefinancial and otherwise, 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 OGS are in all material respects complete and subject to the exceptions set forth correct and have been maintained in the preceding sentenceaccordance with good business and accounting practices.

Financial Statements. (a) Section 4.7(a) The Memorandum contains true, correct, and complete copies of: the unaudited Consolidated Balance Sheet of the Company Disclosure Schedule contains complete copies dated September 30, 1994, and the unaudited Consolidated Statement of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity Operations of the Company as for the three months then ended, the audited Consolidated Balance Sheet of the Company dated June 30, 1994, and June 30, 1993, and an audited Consolidated Statements of Operations, Consolidated Statements of Changes in Shareholders' Equity, and Consolidated Statements of Cash Flows 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” andended, together with notes thereto and the Audited audit report thereon of KPMG Peat Marwick thereon (collectively, the "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 (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 except that interim period financial statements are subject to normal year-end audit adjustments, which in the operations aggregate will not materially or adversely change such interim financial statements, (iii) have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, and (iv) reflect adequate reserves for all liabilities and losses. The books, records, and accounts of the Company for the periods indicated in all material respectsaccurately and fairly reflect, in each casereasonable detail, the transactions and the assets and liabilities of the Company. The Company has not engaged in accordance with GAAPany transaction, applied on a consistent basis throughout maintained any bank account, or used any of the periods represented therebyfunds of the Company, except for transactions, bank accounts, and funds which have been and are reflected in the case normally maintained books and records 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.

Financial Statements. (a) Section 4.7(aThe Financial Statements Schedule attached hereto consists of: (i) the Company’s unaudited balance sheet as of July 31, 2012 (the Company Disclosure Schedule contains complete copies “Latest Balance Sheet”) and the related statement of income for the one month and seven month periods then ended and (ii) the Company’s audited balance sheet, statement of income, statement of cash flow sheet and statement of members’ equity of the Company as of income and cash flow for the fiscal years ended December 31, 2022 2011 and December 31, 2021 2010 (the “Audited Financial Statements”all such financial statements referred to in (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 Statementsii), the “Financial Statements”). The Except as set forth on the attached Financial Statements have been prepared Schedule, the Financial Statements (i) were compiled from books and records and other financial records regularly maintained by management of the Company used to prepare the financial statements of the Company, which books and records and other financial records are accurate, complete and current in all material respects, (ii) present fairly and accurately in all material respects the financial condition, cash flows and results of operations of the Company as of the times and for the periods referred to therein in accordance with GAAP GAAP, consistently applied on a consistent basis throughout the periods represented thereby, subject, (subject in the case of the Interim Financial Statements, unaudited financial statements to (y) the absence of footnote disclosures and other presentation items and (z) changes resulting from normal and recurring year-end adjustments (the effect adjustments, none of which will not be are materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented either individually or in the Audited Financial Statementsaggregate). The Financial Statements (a) Company does not have any Liabilities that are consistent with required to be set forth on 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 audited consolidated 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 consistently applied, except (i) Liabilities reflected on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to the exceptions set forth (ii) Liabilities incurred in the preceding sentence; ordinary course of business and consistent with past practice since the date of the Latest Balance Sheet, (ciii) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth Liabilities incurred in connection with the transactions contemplated hereby and that are included in the notes thereto; and Holder Transaction Expenses or (div) comply with all Laws and Governmental Orders in all material respects and subject to Liabilities disclosed on the exceptions set forth in the preceding sentenceLiabilities Schedule.

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 sheet of the Company as of and for the fiscal years ended at December 31, 2022 2021 and December 31, 2021 2020, and the related audited statements of operations, statements of redeemable convertible preferred stock and stockholders’ deficit and statements of cash flows, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the “Audited Company Financial Statements”” ) and the unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31at June 30, 2023 (the “Interim Financial Statements Date”) 2022, and the related unaudited statements of income for the seven-month period then ended operations, statements of redeemable convertible preferred stock and stockholders’ deficit and statements of cash flows, together with all related notes and schedules thereto (collectively referred to as the “Company Interim Financial Statements” and), together with are attached hereto as Section 4.6(a) of the Audited Financial Statements, Company Disclosure Letter. Each of the “Financial Statements”). The Company Financial Statements and the Company Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with GAAP the books and records of the Company; (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP” ) applied on a consistent basis throughout the periods represented therebyindicated (except as may be indicated in the notes thereto and except that the Company Interim Financial Statements may not contain footnotes and are subject to normal and recurring year-end adjustments that would not, individually or in the aggregate, reasonably be expected to be material to the Company); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Company Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (thatthat would not, if presented, would not differ materially from those presented individually or 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 aggregate, reasonably be expected to be 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 sentenceCompany.

Financial Statements. (a) Section 4.7(a3.06(a) of the Company Disclosure Schedule contains sets forth true, correct and complete copies of (i) the audited unaudited consolidated balance sheet, statement of income, statement of cash flow and statement of members’ equity sheet of the Company Entities as of and for the fiscal years ended December 31, 2022 2020 and December 31, 2021 and the related unaudited statements of operations, equity (deficit) and cash flows for the twelve (12)-month periods then ended (the “Audited Company Annual Financial Statements”) and (ii) the unaudited financial statements consisting of the internally prepared consolidated balance sheet of the Company Entities as of August 31, 2022 (the “Latest Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related unaudited internally prepared statements of income operations, equity (deficit) and cash flows for the seven-month eight (8)-month period then ended (the “Company Interim Financial Statements” and, together with the Audited Company Annual Financial Statements, the “Company Financial Statements”). The Company Financial Statements (A) were prepared in accordance with the books of account and other financial records of the Company Entities, (B) have been prepared in accordance with GAAP applied on a consistent basis throughout for the periods represented covered thereby, subject, in the case of the Company 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 Company Annual Financial Statements). The Financial Statements , and (a) are consistent with the books and records of the Company (which books and records are correct and complete in all material respects); (bC) 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 financial condition, results of operations, cash flows and subject to stockholders’ or member’s, as applicable, equity of the exceptions set forth in Company Entities as of the preceding sentencedates thereof or for the periods covered thereby.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule SCHEDULE 3.07 contains true, correct and complete copies of (i) the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity unaudited Balance Sheets of the Company Target Companies as of December 31, 1997 (collectively, the "BALANCE SHEETS"), and the related unaudited Statements of Operations, Statements of Cash Flows and Statements of Shareholders Equity for the fiscal years ended December year then ended, and the notes and schedules thereto (collectively, the "FINANCIAL STATEMENTS"), and (ii) the unaudited balance sheets of the Target Companies as of May 31, 2022 and December 311998 (collectively, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31"INTERIM BALANCE SHEETS"), 2023 (the “Interim Financial Statements Date”) and the related statements unaudited Statements of income Operations, Statements of Cash Flows, and Statements of Shareholders Equity of the Target Companies for the seven-month period then five months ended (the “Interim Financial Statements” andMay 31, together with the Audited Financial Statements1998, 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 excluding any adjustments (the effect of which will not be materially adverseindividually or in the aggregate have a Target Company Material Adverse Effect) and the absence of notes (that, if presented, would not differ materially from those presented included in the Audited Financial StatementsBalance Sheets), which would be included in a year-end financial statement (collectively, the "INTERIM FINANCIAL STATEMENTS"). The Financial Statements (a) are consistent with and the Interim Financial Statements have been prepared from books and records of the Company Target Companies in accordance with GAAP applied on a basis consistent with preceding years and throughout the periods involved (which books except as otherwise noted therein). The Financial Statements and records are correct and complete in all material respects); (b) the Interim Financial Statements fairly present the financial condition condition, results of operations and changes in cash flows of the Company Target Companies, taken as a whole, as at the dates thereof 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 respectsthe statements of earnings, in each caseoperations and cash flows, in accordance with GAAPexcept, applied on a consistent basis throughout the periods represented thereby, and in the case of the Interim Financial Statements, subject to for 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 absence of notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects thereto and subject to the exceptions set forth normal year-end audit adjustments. No financial statement of any Person is required by GAAP to be included in the preceding sentenceFinancial Statements.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains complete Complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity unaudited financial statements consisting of the Company balance sheet of the Business as of and for the fiscal years ended at December 31, 2022 2021, in each of the years 2018, 2019, and December 312020, 2021 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the years then ended (the “Audited Financial Statements”) ), and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) Business as of July 31at September 30, 2023 (the “Interim Financial Statements Date”) 2022, 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 Buyer. The Except as set forth in Section 4.04 of the Disclosure Schedules, (a) 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 , and (b) the Financial Statements (a) are consistent with based on the books and records of the Company (which books Business, 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 in all material respectsindicated. The balance sheet of the Business as of December 31, in each case2021 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Business as of September 30, 2022, is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. Seller maintains a standard system of accounting for the Business established and administered in accordance with 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.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains complete Complete copies of the each of AO Group’s and MJF Group’s audited balance sheetor unaudited, statement of incomeas applicable, 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 consolidated financial statements consisting of the balance sheet of AO Group or MJF Group, respectively, as at December 31 in each of the Company (the “Balance Sheet”) as of July 31years 2021, 2023 (the “Interim Financial Statements Date”) 2020 and 2019 and the related statements of income and retained earnings, members’ equity and cash flow for the sevenyears then ended (collectively, the “Annual Financial Statements”), and unaudited consolidated financial statements consisting of the balance sheet of AO Group or MJF Group, respectively, as at September 30, 2022 and the related statements of income and retained earnings, members’ equity and cash flow for the nine-month period then ended (collectively, the “Interim Financial Statements” and, and together with the Audited Annual Financial Statements, the “Financial Statements”)) have been delivered to Buyer. The Financial Statements have been prepared in accordance with GAAP in all material respects 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 Annual Financial Statements). The Financial Statements (a) are consistent with based on the books and records of the Company (which books AO Group or MJF Group, respectively, 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 AO Group or MJF Group, respectively, as of the respective dates they were prepared and the results of the operations of the Company AO Group or MJF Group, respectively, for the periods indicated indicated. The balance sheet of each of AO Group and MJF Group as of December 31, 2021 is collectively referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of each of AO Group and MJF Group as of September 30, 2022 is collectively referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. Each of AO Group and MJF Group maintains a standard system of accounting established and administered in accordance with GAAP 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.. Securities Purchase Agreement 25 Project Acorn

Financial Statements. (a) Section 4.7(a) Complete copies of the Company Disclosure Schedule contains complete copies Group's audited financial statements consisting of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity sheet of the Company Group as at December 31 in each of the years 2020, 2021, and 2022 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”) Group as of July at March 31, 2023 (the “Interim Financial Statements Date”) and the related statements of income and retained earnings, stockholders' equity and cash flow for the seven-month three -month period then ended (the “Interim Financial Statements” and, and together with the Audited Financial Statements, the “Financial Statements”)) have been delivered to Buyer. 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 Group, and records are correct and complete in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities Group as of the respective dates they were prepared and the results of the operations of the Company Group for the periods indicated in all material respectsindicated. The balance sheet of the Company Group as of December 31, in each case2022, is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company Group as of March 31, 2023 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company Group 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.

Financial Statements. (a) Section 4.7(a3.5(a) of the Company Seller Disclosure Schedule contains true, correct and complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity unaudited financial statements of the Company Business, including balance sheets and income statements, as of and for the fiscal years ended December 31, 2022 2021 and December 31, 2021 2022 (the “Audited Most Recent Fiscal Year End”) (such unaudited financial statements, the “Unaudited Financial Statements”) and its unaudited financial statements consisting of the statements, including balance sheet of the Company (the “Balance Sheet”) sheets and income statements, as of and for the seven (7) months ended July 31, 2023 (the “Interim Financial Statements Latest Balance Sheet Date”) ,” and the related statements balance sheet as of income for the seven-month period then ended (Latest Balance Sheet Date, the “Latest Balance Sheet”, and such unaudited financial statements, the “Interim Financial Statements” and, and the Unaudited Financial Statements and Interim Financial Statements are together with the Audited Financial Statements, referred to herein as the “Financial Statements”). The Financial Statements (including the related notes and scheduled thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods represented therebyindicated. The Financial Statements accurately and fairly present in all material respects the financial condition and operating results of the Business as of the dates, subjectand for the periods, in the case of indicated therein, provided, however, that the Interim Financial StatementsStatements are subject to normal, to normal and recurring year-end adjustments (adjustments, none of which, individually or in the effect aggregate, would reasonably be expected to be material in amount or nature, and lack footnote disclosures required by GAAP, none of which will not be materially adverse) and the absence of notes (thatwhich, if presented, would not materially differ materially in amount and nature from those presented included in the Audited Unaudited Financial Statements). The Financial Statements (a) are consistent with were derived from the books and records of the Company Business (which books and records are correct in turn accurate 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.

Financial Statements. (a) Section 4.7(aConcurrent herewith or previous hereto, Seller has delivered a financial statements schedule (the “Financial Statements Schedule”) of the Company Disclosure Schedule contains complete that includes copies of the audited Company’s (i) unaudited balance sheet as of March 31, 2003, as adjusted and attached as Schedule 1.3 (the “Latest Balance Sheet”) and the related statement of income for the 3-month period then ended, (ii) the unaudited balance sheet as of March 31, 2003, without adjustment (the “Unadjusted March 2003 Balance Sheet”), (iii) unaudited balance sheets and statements of income for the fiscal year ended December 31, 2001, (iv) and unaudited balance sheets and statements of income for the fiscal year ended December 31, 2002, (v) the compiled unaudited balance sheet, statement of incomeretained earnings, statement of cash flow income, supporting schedules and statement of members’ equity of the Company as of and cash flows for the fiscal years year ended December 31, 2022 2002, compiled by Xxxxxx X. Xxxx, CPA, Inc. of Orange, CA, (vi) the federal and December 31state corporate income tax returns and supporting schedules for calendar year 2001, 2021 and (vii) the “Audited federal and state corporate income tax returns and supporting schedules for calendar year 2002, all as set forth in the Financial Statements”Statements Schedule, and (except as set forth on Schedule 4.6 attached hereto) and unaudited each of the foregoing financial statements consisting (including in all cases the notes thereto, if any) (together, all of the balance sheet of the Company foregoing items (the “Balance Sheet”i) as of July 31, 2023 through (the “Interim Financial Statements Date”vii) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, are the “Financial Statements”). The Financial Statements have been prepared ) is accurate and complete 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 Company’s books and records of the Company (which books and records which, in turn, are correct accurate 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 fairly, in all material respects, in each casethe Company’s financial position and results of operations as of the times and for the periods referred to therein, and has been prepared in accordance with GAAPpast practices consistently applied, applied on a consistent basis throughout the periods represented thereby, and subject in the case of unaudited financial statements to changes resulting from normal year-end adjustments (which are not and will not be material in the Interim Financial Statements, subject aggregate) and 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 sentenceabsence of footnote disclosure.

Financial Statements. Attached as Schedule 5 (ad) Section 4.7(a) of the Company Disclosure Schedule contains complete hereto are copies of (i) the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity sheet of the Company as of December 31, 2007 (the “2007 Balance Sheet”) and the related audited statements of operations and deficit, and statements of cash flows of the Company for the fiscal years ended December 31, 2022 2007 and December 31, 2021 2006 (collectively the “Audited Financial Statements”), accompanied by a report thereon of Deloitte & Touche LLP and (ii) and the unaudited financial statements consisting of the balance sheet of the Company (for the “Balance Sheet”) as of July 31six month period ended June 30, 2023 (the “Interim Financial Statements Date”) 2008, and the related unaudited statements of income operations and cash flows for the seven-month such period then ended (the “Interim Financial Statements” and”, and together with the Audited Financial Statements, the “Financial Statements”). The Company will deliver to Buyer promptly, but no later than ten days after the end of each month, any additional monthly reports after May 31, 2008 up to and including the Closing Date which shall also be deemed Financial Statements. Each balance sheet included in the Financial Statements have been prepared (A) is 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 of account and records of the Company Company, and (which books and records are correct and complete in all material respects); (bB) fairly present presents the financial condition of the Company and its assets and Liabilities in all material respects as of the respective dates they were prepared its date, and each statement of operations and deficit and cash flows fairly presents the results of the operations and deficit and cash flows of the Company for the periods indicated fiscal year or other period covered thereby, all in all material respects, in each case, in accordance conformity with Canadian generally accepted accounting principles (“GAAP, ”) applied on a consistent basis throughout basis, except as stated therein. All receivables of the periods represented thereby, and Company reflected in the Financial Statements were or will be, as the case may be, collectible in full when due in the ordinary course of business in amounts equal to not less than the Interim aggre-gate face amounts thereof, after giving effect to any applicable provision for doubtful accounts reflected on such 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.

Financial Statements. Seller has provided to Buyer (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”) Business as of July December 31, 2023 (the “Interim Financial Statements Date”) 2019 and the related statements of income operations for the seven-month period Business for the year then ended, (c) the unaudited balance sheet of the Business as of December 31, 2018 and the related statements of operations for the Business for the year then ended and (c) the unaudited balance sheet of the Business as of December 31, 2020 and the related statements of operations for the Business for the year then ended (the “Interim Financial Statements” and, together collectively with the Audited Financial Statementsfinancial statements referred to in the foregoing clauses (a), (b) and (c), the “Financial Statements”). The Financial Statements have been (i) are based upon the books and records of Seller (which are in all material respects complete and correct), (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis throughout and (iii) fairly present, in all material respects, the financial condition of the Business at the dates therein indicated and the results of operations of the Business for the periods represented therebytherein specified, 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 except for the absence of notes (thatfootnotes and other items disclosed in Section 2.5 of the Disclosure Schedule, which 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 adversely alter the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the or results of the operations Business. All accounts and notes receivable reflected on the unaudited balance sheet of the Company for the periods indicated in all material respectsBusiness as of December 31, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and 2020 are bona fide receivables arising in the case ordinary course of business. There are no Liens other than Permitted Liens on such receivables or any part thereof and no agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made outside the Interim Financial Statements, subject ordinary course of business with respect to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary such receivables by Seller 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 sentenceits Affiliates.

Financial Statements. The Companies have delivered to Purchaser copies of (a) Section 4.7(a) of the Company Disclosure Schedule contains complete copies of the audited consolidated balance sheetsheets of Seller and, statement if applicable, the Companies as of incomeDecember 31, statement 2019 and December 31, 2018 and the related audited consolidated (as applicable) statements of operations, cash flow flows, and statement of members’ equity of the Company as of and for the fiscal years then ended December 31, 2022 and December 31, 2021 (the “Audited Financial Statements”) and (b) the unaudited financial statements consisting consolidated balance sheets of Seller and the balance sheet Companies as of the Company September 30, 2020 (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Sheet Date”) and the related unaudited consolidated statements of income operations and cash flows for the seven-month nine (9)-month period then ended (collectively, the “Interim Financial Statements” and, and together with the Audited Financial Statements, the “Financial Statements”). The Except as set forth in the Financial Statements have been prepared (including the notes thereto), the Financial Statements present fairly in all material respects the consolidated financial position of Seller and, as applicable, the Companies as of the dates set forth therein and the consolidated results of operations of Seller and, as applicable, the Companies for the periods then ended, in each case in accordance with GAAP applied on a consistent basis throughout the periods represented therebyconsistently with past practices (except, subject, in the case of with respect to the Interim Financial Statements, to normal for the absence of footnote disclosure and recurring other presentation items and customary year-end adjustments (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) Companies have designed, implemented and maintained internal controls relevant to the preparation and fair presentation of financial statements that are consistent with the books and records of the Company (which books and records are correct and complete in all free from 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, misstatement in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, and such internal controls are sufficient to provide reasonable assurance that transactions are executed with management’s general or specific authorizations and transactions are recorded as necessary to permit preparation of financial statements 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 accordance with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth in the preceding sentenceGAAP.

Financial Statements. The Company has delivered to Parent and Purchaser (ai) Section 4.7(a) the audited consolidated financial statements of the Company Disclosure Schedule contains complete copies and its affiliates that formed the consolidated group of the Company for each of the years in the two year period ended December 31, 1999 (the "Balance Sheet Date") (such audited financial statements for the year ended the Balance Sheet Date are hereinafter referred to as the "1999 Financial Statements"), and (ii) the unaudited consolidated balance sheet, statement sheet of income, statement of cash flow the Company and statement of members’ equity its affiliates that formed the consolidated group of the Company as of and for the fiscal years ended December 31June 30, 2022 and December 31, 2021 2000 (the “Audited Financial Statements”) and unaudited financial statements consisting of the balance sheet of the Company (the “"Interim Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”") and the related unaudited consolidated statements of income operations and cash flows for the seven-month period six months then ended (the “"Unaudited Interim Financial Statements” and, together with Statements")(which Unaudited Interim Financial Statements were delivered as part of the Audited Financial Statements, the “Financial Statements”10-Q Report). The Financial Statements Except as disclosed on Schedule 2.7.2 of the Disclosure Letter, all such financial statements referred to in the immediately preceding sentence, including the footnotes thereto, 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 (and each of the respective other entities to which books they pertain as of the respective dates of such financial statements in accordance with U.S. Generally Accepted Accounting Principles consistently applied, except as may otherwise be noted therein, and records are correct with respect to the Unaudited Interim Financial Statements, subject to normal year-end adjustments and complete the absence of footnotes. The balance sheets fairly present in all material respects); (b) fairly present respects the financial condition of the Company and its assets and Liabilities as each of the respective other entities to which they pertain as at the dates they were prepared thereof, and the related consolidated statements of operations and cash flows fairly present in all material respects the results of the operations and changes in financial position of the Company and each of the respective other entities to which they pertain 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 sentenceindicated.

Financial Statements. (a) Section 4.7(aSchedule 4.6(a) contains copies of (i) the unaudited consolidated balance sheets of the Company Disclosure Schedule contains complete copies (which include the Company and the Company Subsidiaries and only the Company and the Company Subsidiaries) as of October 31, 2012 and 2011 and the audited balance sheet, statement unaudited consolidated statements of income, statement of cash flow and statement of members’ equity income of the Company as of (which include the Company and the Company Subsidiaries and only the Company and the Company Subsidiaries) for the fiscal years ended December October 31, 2022 2012 and December 312011 (collectively, 2021 (the “Audited Annual Financial Statements”), and (ii) and the unaudited financial statements consisting of the consolidated balance sheet of the Company (which includes the “Balance Sheet”Company and the Company Subsidiaries and only the Company and the Company Subsidiaries) as of July 31, 2023 2013 (the “Interim Financial Statements Balance Sheet Date”) and the related unaudited consolidated statements of income for the seven-nine (9) month period then periods ended July 31, 2013 and 2012 (collectively, the “Interim Financial Statements” and, together with the Audited Annual Financial Statements, the “Financial Statements”). The Except as set forth therein, the Financial Statements have been prepared in conformity, in all material respects, with the Accounting Principles and present fairly in accordance with GAAP applied on a consistent basis throughout the Accounting Principles, in all material respects, the consolidated financial position, results of operations of the Acquired Companies, as of their respective dates and for the respective periods represented covered thereby, except for the absence of notes and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of adjustments, which will are not expected to be materially adverse) and the absence of notes (thatmaterial, if presented, would not differ materially from those presented individually or 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 sentenceaggregate.

Financial Statements. (a) Section 4.7(a) The Company has delivered to you copies of consolidated balance sheets and statements of capitalization of the Company Disclosure Schedule contains complete copies and its Subsidiary or Subsidiaries, as the case may be, as of the audited balance sheet, statement last day of income, statement each of cash flow and statement of members’ equity of the Company as of and for the fiscal years ended December 31, 2022 and 1983 through December 31, 2021 (1985 and September 30, 1986 through September 30, 1989, inclusive, and the “Audited Financial Statements”) related consolidated statements of income, retained earnings and unaudited financial statements consisting sources of the balance sheet funds used for construction of the Company and its Subsidiary or Subsidiaries,. as the case may be, for each of said fiscal years, all with reports thereon by Arthur Andersen & Co., independent public accountants. All xxx xxoxx-xxxxxoned financial statements (including in each case the “Balance Sheet”related schedules and notes) are correct and complete and fairly present the consolidated financial position of the Company and its Subsidiary or Subsidiaries, as the case may be, as of July 31, 2023 (the “Interim Financial Statements Date”) respective dates of said balance sheets and the related consolidated results of their operations for the respective periods covered by said statements of income income, retained earnings and sources of funds used for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements construction and 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 by 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 Subsidiaries 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 in the notes thereto; . There are no material liabilities, contingent or otherwise1 of the Company or any Subsidiary as of September 30, 1989 not reflected in said consolidated balance sheet as of said date. Since September 30. 1989 there have been no changes (whether or not covered by insurance) in the assets, liabilities or financial position of the Company or of the Company and (d) comply with all Laws and Governmental Orders in all material respects and subject to the exceptions its Subsidiaries from that set forth in said consolidated balance sheet as of said date, other than changes in the preceding sentenceordinary course of business and changes described in subsequent SEC Reports (none of which changes, either individually or in the aggregate, has been materially adverse).

Financial Statements. (a) Section 4.7(a2.05(a) of the Company Disclosure Schedule contains sets forth 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 financial statements consisting of the consolidated balance sheet of the Company (the “Balance Sheet”) Group as of July March 31, 2023 (such balance sheet, the “Interim Financial Statements Latest Balance Sheet”, and such date, the “Latest Balance Sheet Date”) and the related statements unaudited consolidated statement of income net revenues and direct costs and operating expenses for the seven-month twelve (12)-month period then ended March 31, 2023 (the “Interim Financial Statements” and, together with the Audited Financial Statementscollectively, the “Financial Statements”). The Financial Statements have been (x) were derived from the books and records of Seller, which are maintained in all material respects in accordance with GAAP and (y) on that basis, fairly present in all material respects the financial position, revenues and costs and operating expenses of the Business as of the dates and for the periods indicated therein; provided that, the Financial Statements and the foregoing representations and warranties are qualified by the fact that (a) the Company Group has not operated as a separate “stand-alone” entity, (b) the Financial Statements are not stand-alone financial statements prepared in accordance with GAAP applied GAAP, (c) the Company Group has been allocated certain charges and credits which do not necessarily reflect amounts that would have resulted from arms-length transactions or the Company Group would incur on a consistent basis throughout stand- alone basis, (d) the periods represented thereby, subject, Financial Statements are not indicative of what the financial position or results of operations of the Company Group will be in the case future, and (e) the Financial Statements are subject to (i) the absence of the Interim Financial Statementsnormal, to normal and recurring year-end adjustments (none of which, individually or in the effect of which will not aggregate, would reasonably be materially adverseexpected to be material to the Company Group, taken as a whole) and (ii) the absence of notes disclosures normally made in footnotes to audited financial 11 statements (thatwhich, if presented, would not differ reasonably be expected to materially from those presented in alter the Audited Financial Statements). The Financial Statements (a) are consistent with the books and records financial condition or financial results of the Company Group, taken as a whole). (which books b) The system of internal controls over financial reporting of Seller and records are correct and complete its Affiliates is sufficient in all material respects); respects to provide reasonable assurance that (bi) 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, transactions are executed in each case, accordance with management’s general or specific authorization and (ii) transactions are recorded as necessary to permit the accurate preparation of 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; (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.. SECTION 2.06

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains complete Complete copies of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity unaudited financial statements consisting of the Company balance sheet of the Business as of and for the fiscal years ended at December 31, 2022 2017 and December 31the related statements of income and retained earnings, 2021 stockholders' equity and cash flow for the year then ended (the “Audited "Unaudited 2017 Financial Statements”) "), and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) Business as of July 31at September 30, 2023 (the “Interim Financial Statements Date”) 2018 and the related statements of income and retained earnings, stockholders' equity and cash flow for the seven-nine- month period then ended (the “"Interim Financial Statements” and, " and together with the Audited Unaudited 2017 Financial Statements, the “"Financial Statements”)") have been delivered to Buyer. 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 Unaudited 2017 Financial Statements). The Financial Statements (a) are consistent with based on the books and records of the Company (which books Business, and records are correct and complete in all material respects); (b) fairly present 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 in all material respectsindicated. The balance sheet of the Business as of September 30, in each case2018 is referred to herein as the "Interim Balance Sheet" and the date thereof as the "Interim Balance Sheet Date". The related statement of income for the Business as of September 30, 2018 is referred to herein as the "Interim Statement of Income". Sellers maintain a standard system of accounting for the Business 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.

Financial Statements. (a) Section 4.7(a) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Disclosure Schedule contains complete copies SEC Reports, including each Company SEC Report filed after the date hereof until the Closing (the "Company Financials"): (i) complied as to form in all material respects with the published rules and regulations 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 SEC with respect thereto; (the “Audited Financial Statements”ii) 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 was prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods represented thereby, subjectinvolved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the Interim Financial StatementsSEC on Form 10-Q, to normal 8-K or any successor form under the Exchange Act); and recurring year-end adjustments (the effect of which will not be materially adverseiii) and the absence of notes (that, if presented, would not differ materially from those fairly 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 respects the consolidated financial condition position of the Company and its assets and Liabilities consolidated Subsidiaries as of at the respective dates they were prepared thereof and the consolidated results of the Company's operations and cash flows for the periods indicated. The balance sheet of the Company contained in the draft of the Company's Form 10-K for the periods indicated in all material respectsyear ended December 31, in each case2003 provided by the Company as of December 31, in accordance with GAAP, applied on a consistent basis throughout 2003 is hereinafter referred to as 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 "Company Balance Sheet," which shall be in all material respects and subject consistent with the Company's balance sheet included in the Form 10-K to be filed by the Company after the date hereof (but for changes related to the exceptions announcement of the Agreement). Since the date of the Company Balance Sheet, neither the Company nor any of its Subsidiaries has incurred any liabilities (absolute, accrued, contingent or otherwise) required under GAAP to be set forth on a consolidated balance sheet which, individually or in the preceding sentenceaggregate, would reasonably be expected to have a Material Adverse Effect on the Company other than (i) as set forth on Schedule 3.4(b) of the Disclosure Schedule or (ii) as incurred in the ordinary course of the Company's business consistent with past practice.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains Attached as SCHEDULE 5.4 are true, correct, and complete copies of the audited Interim Balance Sheet, the unaudited balance sheet, statement sheets and related statements of income, statement of income and cash flow and statement of members’ equity flows of the Company as of Business as, at and for the fiscal years ended December January 31, 2022 and December 1997, January 31, 2021 (1998 and for the “Audited Financial Statements”) periods then ended, and the unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) Business prepared by Seller at and the related statements of income for the sevensix-month period then ended with fiscal July 1998 (collectively, 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 Seller, and present fairly in accordance with GAAP consistently applied the Company financial position and results of operation of the Business as at the dates and for the periods indicated. The Business has no liabilities or obligations (secured or unsecured, whether accrued, absolute, direct, indirect, contingent or otherwise, and whether due or to become due) which are not fully and adequately accrued or reserved against in the Financial Statements if and to the extent required in accordance with GAAP consistently applied. Since January 1, 1998, Seller has not received any advice or notification from its independent certified public accountants that Seller has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Financial Statements or the books and records are correct and complete in all records, any properties, assets, liabilities, revenues, or expenses material respects); (b) fairly present to the financial condition of the Company and its assets and Liabilities as of the respective dates they were prepared and the or results of the operations of the Company for Business. Except as set forth in SCHEDULE 5.4, the periods indicated Financial Statements do not contain any items of special or nonrecurring income, or other income not earned in all material respectsthe ordinary course of business, individually in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, excess of $50,000 and in the case aggregate in excess of the Interim Financial Statements$250,000. The books, subject records, and accounts of Seller maintained with respect to the exceptions set forth Business accurately and fairly reflect, in reasonable detail, the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in transactions and the notes thereto; assets and (d) comply liabilities of Seller with all Laws and Governmental Orders in all material respects and subject respect to the exceptions set forth in the preceding sentenceBusiness.

Financial Statements. (a) Section 4.7(a) Schedule 5.7 of the Company OPC Disclosure Schedule Letter contains complete copies the following financial statements of the audited OPC: (i) unaudited balance sheet, statement of income, statement of cash flow sheet and statement of members’ equity of the Company income as of and for the fiscal nine months ended September 30, 2000; and (ii) audited balance sheets, statements of income, changes in stockholders' equity and cash flows as of and for the years ended December 31, 2022 1999, 1998 and December 31, 2021 (the “Audited Financial Statements”) and unaudited financial statements consisting 1997. Each of the consolidated balance sheet sheets of OPC (including the related notes and schedules) fairly presents the consolidated financial position of OPC and the OPC Subsidiaries as of its date, and each of the Company (the “Balance Sheet”) as of July 31, 2023 (the “Interim Financial Statements Date”) and the related consolidated statements of income or operations, stockholders' equity and cash flows of OPC (including any related notes and schedules) fairly presents the results of operations, stockholders' equity or cash flows, as the case may be, of OPC and the OPC Subsidiaries for the seven-month period then ended periods set forth therein (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 Statementsunaudited statements, to normal and recurring year-end audit 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 material in the Audited Financial Statementsamount or effect). 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, case in accordance with GAAP, generally accepted accounting principles consistently applied on a consistent basis throughout during the periods represented therebyinvolved, except as may be noted therein. Except as and in to the case extent set forth on the consolidated balance sheet of OPC and the OPC Subsidiaries at December 31, 1999, including all notes thereto, neither OPC nor any of the Interim Financial StatementsOPC Subsidiaries has any material liabilities or obligations of any nature (whether accrued, subject absolute, contingent or otherwise) that would be required to the exceptions set forth in the preceding sentence; (c) do not include any extraordinary be reflected on, or nonrecurring operation reserved against in, a balance sheet of OPC or transaction except as expressly set forth in the notes thereto; and (d) comply , prepared in accordance with all Laws and Governmental Orders in all material respects and subject to the exceptions set forth generally accepted accounting principles consistently applied, except liabilities arising in the preceding sentenceordinary course of business since such date.

Financial Statements. Each of (ai) 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 January 2, 2010, and the related consolidated statements of operations, stockholders’ equity (deficiency) and cash flows for the fiscal years twelve-month period then ended, included in the Annual Report on Form 10-K of the Company for the year ended December 31January 2, 2022 and December 31, 2021 2010 (the “Audited Financial Statements”), and (ii) and unaudited financial statements consisting of the condensed consolidated balance sheet of the Company as of October 2, 2010, and the related condensed consolidated statements of operations and cash flows for the nine month period then ended, included in the Quarterly Report on Form 10-Q of the Company for the quarter ended October 2, 2010 (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, 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 applied on a consistent basis throughout the periods represented thereby, (subject, in the case of the Interim Unaudited Financial Statements, Statements to normal and recurring year-year end adjustments (that will not, individually or in the effect of which will not aggregate, be materially adversematerial in amount or effect) and the absence of notes all required footnotes thereto (that, if presented, would not not, individually or in the aggregate, 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 Subsidiaries as of the respective dates they were prepared thereof and the results of the operations of the Company for the periods indicated in all referred to therein. Neither the Company nor any of its Subsidiaries has any material respectsliabilities or obligations (whether accrued, in each caseabsolute, in accordance with GAAPcontingent or otherwise), applied other than for liabilities and obligations (i) reflected on a consistent basis throughout the periods represented thereby, and face of the consolidated balance sheet included in the case Audited Financial Statements (ii) that were incurred after January 2, 2010 in the ordinary course of business consistent with past practice and that are not, individually or in the Interim Financial Statementsaggregate, subject material to the exceptions Company or any of its Subsidiaries or (iii) 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 sentenceon Schedule 2.21.

Financial Statements. Except as otherwise set forth in Schedule 3.06, (a) Section 4.7(a) of the Company Disclosure Schedule contains true, correct and complete copies of the Project Management Business’s (i) audited financial statements consisting of balance sheetsheets as of December 31 in each of the years 2016 and 2017 and the related statements of income and retained earnings, statement of income, statement of cash flow and statement of members’ or partners’ equity and cash flows for each of the Company as of and for the fiscal years then ended December 31(collectively, 2022 and December 31, 2021 (the “Audited Financial Statements”), and (ii) and the unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) sheets as of July at March 31, 2023 (the “Interim Financial Statements Date”) 2018 and the related statements of income and retained earnings, partners’ equity and cash flows for the seventhree-month period then ended (the “Interim Financial Statements” and, and together with the Audited Financial Statements, the “Financial Statements”). The ) are (or, in the case of the Interim Financial Statements, will be provided in a supplement to such schedule as soon as practicable following the date of this Agreement and prior to the Closing Date) included as Schedule 3.06; (b) 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 ; and (c) the Financial Statements (a) are consistent with based on the books and records of the Company (which books Project Management Business, 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 Project Management Business as of the respective dates they were prepared and the results of the operations of the Company Project Management Business 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 Project Management Business as of December 31, 2017 is referred to in this Agreement as the “Balance Sheet” and such date is the “Balance Sheet Date” and the balance sheet of the Project Management Business as of March 31, 2018 is referred to in this Agreement as the “Interim Financial Statements, subject to Balance Sheet” and such date is 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“Interim Balance Sheet Date.”

Financial Statements. The Seller has delivered, or will deliver prior to Closing, to the Purchaser copies of the following financial statements (a) Section 4.7(a) which include all notes and schedules attached thereto), all of which are true, complete and correct, have been prepared from the books and records of the Company Disclosure Schedule contains complete copies in accordance with United States generally accepted accounting principles (“GAAP”) consistently applied with past practice and fairly present the financial condition, assets, liabilities and results of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity operations of the Company as of the dates thereof and for the fiscal years ended December 31, 2022 and December 31, 2021 (periods covered thereby: the “Audited Financial Statements”) and unaudited financial statements consisting of the audited balance sheet of the Company (the “Balance Sheet”) as of July at December 31, 2023 (the “Interim Financial Statements Date”) 2005 and 2006, and the related audited statements of income operations, and of cash flows of the Company for the seven-period then ended and (ii) the unaudited balance sheet of the Company as of September 30, 2007 and the related compiled statement of operations of the Company for the nine month period then ended (such statements, including the “Interim Financial Statements” andrelated notes and schedules thereto, together with the Audited Financial Statements, are referred to herein as 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 In such Financial Statements, to normal and recurring year-end adjustments (the effect Statements of which will Operations do not be materially adverse) contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business except as set forth in Schedule 4.8, and the absence financial statements for the interim periods indicated include all adjustments, which consist of notes (only normal recurring accruals, necessary for such fair presentation. There are no facts known to the Seller that, if presentedunder GAAP consistently applied, would not differ materially from those presented alter the information contained in the Audited Financial Statements). The foregoing Financial Statements (a) are consistent with in any material way. Neither the books and records Company, nor Seller, nor any director, officer, employee or agent of the Company (which books and records are correct and complete has received any written or oral complaint, allegation or claim that the Company has engage in all material respects); (b) fairly present questionable accounting or business practices. For the financial condition purposes hereof, the balance sheet of the Company and its assets and Liabilities as of September 30, 2007 is referred to as the respective dates they were prepared “Balance Sheet” and September 30, 2007 is referred to as 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“Balance Sheet Date”.

Financial Statements. (a) Section 4.7(aThe Parent has heretofore furnished to the Company copies of (a) the audited consolidated balance sheet of the Company Disclosure Schedule contains complete copies of the audited balance sheet, statement of income, statement of cash flow Parent and statement of members’ equity of the Company its Subsidiaries as of and for the fiscal years ended December 31, 2022 2004 and December 312005, 2021 together with the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the periods then ended and the notes thereto, accompanied by the reports thereon of Ernst & Young LLP (the “Parent Audited Financial Statements”) and (b) the unaudited financial statements consisting of the consolidated balance sheet of the Company (the “Balance Sheet”) Parent and its Subsidiaries as of July 31, 2023 (the “Interim Financial Statements Reference Date”) and the related statements of income for the seven-month period then ended (the “Interim Financial Statements” and, together with the related unaudited consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the periods then ended (together with the Parent Audited Financial Statements, the “Parent Financial Statements”). The Parent Financial Statements have been Statements, including the notes thereto with respect to the Parent Audited Financial Statements, (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods represented thereby, covered thereby (subject, in the case of the Interim Financial Statementsunaudited statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes and normal year-end audit adjustments that will not be material in amount or effect), (thatii) present fairly in all material respects the financial position, if presentedresults of operations and changes in financial position of the Parent and its Subsidiaries as of such dates and for the periods then ended (subject, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effect) and (aiii) are consistent in accordance 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 sentenceParent.

Financial Statements. (a) Section 4.7(a) of The Company has previously furnished to the Company Disclosure Buyer, and attached hereto as Schedule contains complete copies of 2.08, the audited balance sheet, sheet and income statement of income, statement of cash flow and statement of members’ equity of the Company as at August 31, 2001 (the "Balance Sheet") and the Balance Sheet and related statements of income and cash flow and notes thereto for the fiscal years ended December 31, 2022 2000, and December 31, 2021 1999, and the Company shall furnish to Buyer the Closing Date Balance Sheet in accordance with Section 1.03(b) hereto. All such financial statements (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 generally accepted accounting principles consistently applied on a consistent basis throughout with prior periods (with the periods represented thereby, subject, in the case exception of the Interim lack of notes thereto for 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 were prepared 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 complete and correct and complete in all material respects); (b) respects and accurately reflect all transactions of the Company's business. The Financial Statements fairly present the financial condition position of the Company and its assets and Liabilities as of the respective dates they were prepared thereof, and the results of its operations and cash flows for the operations periods ended on the dates thereof. The Financial Statements reflect reserves appropriate and adequate for all known material liabilities and reasonably anticipated losses as required by generally accepted accounting principles. Except as set forth in Schedule 2.10, since the date of the Balance Sheet, (a) there has been no change in the assets, liabilities or financial condition of the assets of the Company from that reflected in the Balance Sheet except for changes in the periods indicated ordinary course of business consistent with past practice and which have not been materially adverse and (b) none of the business, financial condition, operations, property or affairs of the Company has been materially adversely affected by any occurrence or development, individually or in all material respectsthe aggregate, in each case, in accordance with GAAP, applied on a consistent whether or not insured against. The Company has disclosed to the Buyer the basis throughout the periods represented therebyof accounting for affiliated transactions, and the Company has delivered to the Buyer complete and correct copies of all letters of representation from the Company delivered to the accountants in connection with the case preparation of the Interim such Financial Statements, subject and all management letters from the accountants 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.

Financial Statements. Attached hereto as Annex D are (ai) Section 4.7(a) of the Company Disclosure Schedule contains complete copies of the audited consolidated balance sheet, sheet and consolidated statement of income, statement of income and cash flow and statement of members’ equity flows of the Company as of and for the fiscal years year ended December March 31, 2022 1997, (ii) the unaudited consolidated balance sheet and December consolidated statement of income of the Company as of and for the five months ended August 31, 2021 1997, and (iii) the “Audited Financial Statements”) and unaudited financial statements consisting of the pro forma consolidated balance sheet of the Company (the “Balance Sheet”) and its Subsidiaries as of July August 31, 2023 (1997. Except as otherwise stated in the “Interim Financial Statements Date”) notes thereto, and for such matters as would be reflected in notes or for normal year-end audit adjustments for the related statements for the period ended August 31, 1997, such balance sheets and statements of income and cash flows referred to in clauses (i) and (ii) (which reflect all adjustments, consisting only of normally recurring accruals which, in the opinion of the Company, are necessary for the seven-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements fair presentation) have been prepared in accordance conformity with GAAP (or, for the statements for the five-month period ended August 31, 1997, substantially in conformity with GAAP) applied on a consistent basis throughout through all the periods represented thereby, subject, in the case of the Interim Financial Statements, to normal involved 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 consolidated financial condition of the Company position and its assets and Liabilities as of the respective dates they were prepared and the results of the operations of the Company as of the dates and for the periods indicated indicated. Except for liabilities incurred in all material respects, in each case, in accordance connection with GAAP, applied on a consistent basis throughout the periods represented therebytransactions contemplated hereby, and as reflected in the case of the Interim Financial Statements, such balance sheets and any notes thereto (subject to the exceptions set forth foregoing qualifications), the Company has no liabilities, absolute or contingent, other than current ordinary course liabilities incurred in connection with the conduct, consistent with past practices, of the business of the Company, and other than such liabilities or obligations which, individually or in the preceding sentence; (c) do aggregate, would 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 be reasonably likely to the exceptions set forth in the preceding sentencehave a Material Adverse Effect.

Financial Statements. (a) Set forth in Section 4.7(a) 3.06 of the Company Disclosure Schedule contains are true and complete copies of the audited reviewed consolidated balance sheet, statement sheets and the statements of income, statement of cash flow and statement of memberschanges in stockholders’ equity and cash flows of the Company as of Group Members and for Lowland Street, LLC, a Massachusetts limited liability company that is wholly-owned by the fiscal years ended Sellers (“Lowland”), at December 31, 2022 2010, and December 31, 2021 (the “Audited Financial Statements”) 2009, and unaudited financial statements consisting as of the end of calendar years 2010 and 2009, together with all notes and schedules thereto, and the unaudited consolidated interim balance sheet and statement of income of the Company (the “Balance Sheet”) Group Members and Lowland at and as of July December 31, 2023 (the “Interim Financial Statements Date”) 2011 and the related statements of income for the seven-month period twelve (12) months then ended and all schedules thereto (the “Interim Financial Statements” and, together with the Audited Financial Statementsas exclusive of Lowland, the “Financial Statements”), together with an exhibit, prepared by the Sellers, showing the effect of excluding Lowland from the foregoing and setting forth all material assumptions made in connection therewith. The assumptions used in the preparation of such exhibit showing the exclusion of Lowland are reasonable, and the adjustments used therein have been prepared in good faith and are appropriate to give effect to the exclusion of all income, expenses, assets, Liabilities and cash flows arising out of intercompany transactions between Lowland, on the one hand, and any Company Group Member, on the other hand. The Financial Statements have been prepared in accordance with GAAP (except for normal audit adjustments which are not material individually or in the aggregate) applied on a consistent basis throughout the periods represented thereby, subject, covered thereby and are 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 accordance with the books and records of the Company (which books and records are correct and complete Group Members. The Financial Statements fairly present in all material respects); (b) fairly present respects the consolidated financial condition and results of operations of the Company and its assets and Liabilities Group Members as of the respective dates they were prepared thereof and the results of the operations of the Company for the periods indicated referred to therein, subject in the case of interim financial statements to footnote disclosures, which are not material individually or in the aggregate, 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.

Financial Statements. (a) Section 4.7(aAttached as Schedule 3.07 are (i) the audited consolidated balance sheets of the Company Disclosure Schedule contains complete copies Group Companies as of December 31, 2019 and as of December 31, 2020 and the audited consolidated statements of operations, changes in equity and cash flows of the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of the Company as of and Group Companies for the fiscal years ended December 31year then ended, 2022 and (ii) the unaudited consolidated balance sheets of the Group Companies as of December 31, 2021 (and the “Audited Financial Statements”) unaudited consolidated statements of operations, changes in equity and unaudited financial statements consisting cash flows of the Group Companies for the fiscal year then ended, and (iii) the unaudited consolidated balance sheet of the Company (the “Balance Sheet”) Group Companies as of July 31April 30, 2023 (the “Interim Financial Statements Date”) 2022 and the related unaudited consolidated statements of income operations, cash flows and changes in equity of the Group Companies for the seven-four (4) month period then ended (the “Interim Financial Statements” andclauses (i), together with the Audited Financial Statements(ii) and (ii), together, the “Financial Statements”). The Financial Statements have been prepared (and when delivered to SPAC, the Updated YE Financials will) present fairly, in accordance with GAAP applied on a consistent basis throughout all material respects, the consolidated financial position, results of operations, income (loss), changes in equity and cash flows of the Group Companies as of the dates and for the periods represented thereby, subject, indicated 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 such Financial Statements (a) are consistent with and were derived from, and accurately reflect in all material respects, the books and records of the Company Group Companies. The consolidated financial position, results of operations, income (which books loss), changes in equity and records are correct and complete cash flows reflected in all material respects); (b) fairly present the financial condition of the Company and its assets and Liabilities as of Group Companies reflected in the respective dates they were prepared and Updated YE Financials will not deviate, in any material respect, from the consolidated financial position, results of the operations of the Company for the periods indicated operations, income (loss), changes in all material respects, in each case, in accordance with GAAP, applied on a consistent basis throughout the periods represented thereby, equity and cash flows reflected in the case of the Interim Financial StatementsStatements described in clause (ii) above, subject to the exceptions set forth except for such deviations that would not individually or 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 aggregate, reasonably be foreseeable to the exceptions set forth in the preceding sentencehave a Material Adverse Effect.

Financial Statements. (a) Section 4.7(a) Copies of the Company Disclosure Schedule contains complete copies unaudited pre-tax combined balance sheet 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 December 31, 2022 and at December 31, 2021 (the "Balance Sheet") and December 31, 2020, and the related unaudited pre-tax combined statement of income of the Business, except for the absence of footnotes, which if presented, would not materially alter the financial condition or financial results of the Business (the “Audited Financial Statements”) and the unaudited financial statements consisting combined statement of working capital assets and liabilities (excluding cash, interest accrual, income tax related items, xxxxxx, accrued pension, and right of use assets and liabilities, and acquisition-related receivables) of the balance sheet of the Company (the “Balance Sheet”) Business as of July 31at June 30, 2023 (the “Interim Financial Statements Date”) 2022, and the related statements unaudited combined statement of income gross margin of the Business, except for the seven-month period then ended absence of footnotes, which if presented, would not materially alter the financial condition or financial results of the Business, (collectively referred to as the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”), are attached hereto as Section 3.6 of the Disclosure Schedules. The Except as set forth on Section 3.6 of the Disclosure Schedules, each of 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 and the Interim Financial StatementsStatements fairly presents, 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, the combined financial position (in each caserelation to the Financial Statements), the working capital assets and liabilities (in relation to the Interim Financial Statements), and results of operations (in relation to the Financial Statements) and gross margin (in relation to the Interim Financial Statements) of the Business as at the respective dates thereof and for the respective periods indicated therein in accordance with GAAP, applied on a consistent basis throughout the periods represented therebyconsistently applied, and except as otherwise noted therein and, (i) in the case of the Interim Financial Statements, subject to the exceptions set forth normal year-end adjustments and allocations and (ii) in the preceding sentence; (c) do not include any extraordinary or nonrecurring operation or transaction except as expressly set forth in case of the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and Financial Statements, subject to the exceptions set forth absence of notes, none of which (i) or (ii) are material, individually or in the preceding sentenceaggregate, to the Business. The Financial Statements and the Interim Financial Statements are true, correct and complete, and are consistent with the books and records of the Business, which have been maintained and recorded with sound accounting practice.

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains 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 as of and for the fiscal years ended at December 31, 2022 and December 31, 2021 2021, and the related audited statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the “Audited Company Financial Statements”) and the unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) and its Subsidiaries as of July at March 31, 2023 (the “Interim Financial Statements Date”) 2023, and the related consolidated statements of income for income, retained earnings, stockholders’ equity and changes in financial position of the seven-month period then ended (the “Interim Financial Statements” andCompany and its Subsidiaries, together with the Audited Financial Statements, all related notes and schedules thereto (collectively referred to as the “Company Interim Financial Statements”), are attached hereto as ‎Section 4.6(a) of the Company Disclosure Letter. The Each of the Company Financial Statements and the Company Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with GAAP the books and records of the Company and its Subsidiaries; (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods represented therebyindicated (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and its Subsidiaries 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 Company Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which that will not be materially adverse) and the absence of notes (thatnot, if presented, would not differ materially from those presented individually or 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 respectsaggregate, 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 sentencebe material.

Financial Statements. (a) Set forth in Section 4.7(a3.6(a) of the Company Disclosure Schedule contains complete copies of are (i) the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity sheets of the Company as of December 31, 2012, December 31, 2011 and December 31, 2010 and the related statements of income, cash flows and shareholders’ equity for the fiscal years ended December 31then ended, 2022 in each case, accompanied by the notes thereto and December 31, 2021 the audit reports of the Company (the “Audited Financial Statements”) and (ii) the unaudited financial statements consisting of the balance sheet sheets of the Company (the “Balance Sheet”) as of July March 31, 2023 (the “Interim Financial Statements Date”) 2013 and the related statements of income income, cash flows and shareholders’ equity for the seventhree-month period then ended (the “Interim Unaudited Financial Statements,” and, and together with the Audited Financial Statements, the “Company Financial Statements”). The Except as set forth therein (including the notes thereto), the Company Financial Statements present fairly, in all material respects, the consolidated financial position, statements of income and cash flows of the Company (as the case may be) at the respective dates set forth therein and for the respective periods covered thereby, and have been prepared from and are consistent with the books and records of the Company, and were prepared in accordance with GAAP applied on a consistent basis throughout during the periods represented thereby, subjectinvolved (except, in the case of the Interim Unaudited Financial Statements, to for normal and recurring year-end adjustments (audit and Tax adjustments, in each case, the effect of which will not not, individually or in the aggregate, be materially adverse) adverse to the Company, and for 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 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.

Financial Statements. (a) Section 4.7(aThe Group Companies have made available to the Buyer Parties (i) the unaudited financial statements consisting of the Company Disclosure Schedule contains complete copies balance sheet of the Plan Companies, and (ii) the audited financial statements consisting of the balance sheetsheet of CFC IPA, statement in each case, dated as of income2021 and 2022 and the related statements of income and retained earnings, statement of and cash flow and statement of members’ equity of the Company as of and for the fiscal years then ended December 31(collectively, 2022 and December 31, 2021 (the “Audited Year-End Financial Statements”) ), and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) Plan Companies and CFC IPA, each dated as of July 31September 30, 2023 (the “Interim Financial Statements Date”) 2023, and the related statements of income and retained earnings for the seven9-month period then ended (collectively, the “Interim Financial Statements” and, and together with the Audited Year-End Financial Statements, the “Financial Statements”). The Financial Statements have been (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods represented therebycovered, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverseii) 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 fairly present in all material respects); (b) fairly present respects the financial condition of the Company and its assets and Liabilities Plan Companies or CFC IPA, as the case may be, each as of the respective dates they were prepared and the results of the operations of the Company such applicable Group Companies (on a basis, as applicable) for the periods indicated indicated, subject, in the case of the unaudited financial statements, to normal year-end audit adjustments that are neither individually nor in the aggregate material in amount and a lack of footnotes, and (iii) have been prepared from, and are in accordance with, the books and records of the applicable Group Company in all material respects. The balance sheet of the Plan Companies and the balance sheet of CFC IPA, in each case, in accordance with GAAPas of December 31, applied on a consistent basis throughout 2022 is referred to herein collectively, as the periods represented thereby, “Year-End Balance Sheet” and in the case of date thereof as 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.“

Financial Statements. (a) Section 4.7(a) of The Company has provided or otherwise made available to the Company Disclosure Schedule contains Buyer correct and complete copies of (i) 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, 2012, December 31, 2011 and December 31, 2010 and the related consolidated statements of income, cash flows and shareholders’ equity for the fiscal years ended December 31then ended, 2022 in each case, accompanied by the notes thereto and December 31, 2021 the audit reports of the Company (the “Audited Financial Statements”) and (ii) the unaudited financial statements consisting of the consolidated balance sheet of the Company (the “Balance Sheet”) as of July March 31, 2023 (the “Interim Financial Statements Date”) 2013 and the related consolidated statements of income income, cash flows and shareholders’ equity for the seven-three-(3-) month period then ended (the “Interim Unaudited Financial Statements,” and, and together with the Audited Financial Statements, the “Company Financial Statements”). The Company Financial Statements present fairly, in all material respects, the consolidated financial position, statements of income and cash flows (as the case may be) of the Company and its Subsidiaries at the respective dates set forth therein and for the respective periods covered thereby, and have been prepared from and are consistent with the books and records of the Company, and except as set forth therein were prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods represented thereby, subject(except, in the case of the Interim Unaudited Financial Statements, to for normal and recurring year-end audit adjustments (and normal income tax and audit adjustments, in each case, the effect of which will not not, individually or in the aggregate, be materially adverse) adverse to the Company, and for 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 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 respectsDecember 31, 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 sentence2012).

Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains True and complete copies of the audited (i) unaudited balance sheet, statement of income, statement of cash flow and statement of members’ equity sheet of the Company Business as of and for the fiscal years ended December at August 31, 2022 and December 31, 2021 2013 (the “Audited Financial StatementsBalance Sheet Date”) and unaudited financial statements consisting of the balance sheet of the Company (the “Balance Sheet”) Business as of July at December 31, 2023 2011 and 2012, and (the “Interim Financial Statements Date”ii) and the related unaudited income statements of income the Business for the seven-month period then eight months ended (on the “Interim Financial Statements” andBalance Sheet Date and unaudited income statements of the Business for each of the years ending December 31, 2011 and 2012, together with the Audited Financial Statements, related footnotes thereto (the “Financial Statements”), are attached hereto as Schedule 5.6 to the Disclosure Letter. The Financial Statements (A) have been prepared from and are in accordance with, in all material respects, the Books and Records of the Parent and the Sellers, (B) 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 may be stated in the notes thereto; ) and (dC) comply with all Laws and Governmental Orders fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Business as of the dates and for the periods referred to therein (subject to the exceptions set forth any audit adjustments which are not in the preceding sentenceaggregate material and to the absence of footnotes); provided, however, that it is understood that (iii) the terms of any transactions between the Parent and its Affiliates and related relationships are not on terms that would have existed among wholly unrelated parties; (iv) the Business has relied on the Parent, the Sellers and their respective Affiliates for a portion of its administrative support for which the costs have been allocated on a basis that the Parent believes appropriate under the circumstances; (v) the amounts recorded for these allocations are not necessarily representative of the amounts that would have been reflected in the Financial Statements had the Business been an entity operated independently of the Parent and the Sellers; and (vi) all of such administrative and financial support, together with any associated assets or personnel, are not necessarily being transferred pursuant to this Agreement.

Financial Statements. (a) Section 4.7(a) Attached as part of the Company Disclosure Schedule contains complete copies of 4.3 to this Agreement are the audited balance sheet, statement of income, statement of cash flow and statement of members’ equity of financial statements for the Company as of and Seller for the fiscal years ended December 31, 2022 1995 and 1996, the unaudited financial statements for the fiscal year ended December 31, 2021 1997 (the “Audited Financial Statements”) and unaudited financial statements consisting audited form of the balance sheet of the Company these (the “Balance Sheet”"Audited 1997 Statements") to be provided as of July 31soon as practicable after the Closing but in no event later than January 29, 2023 (the “Interim Financial Statements Date”1999) and the related three, six and nine months ended September 30, 1998 and the most recent unaudited monthly and year to date financial statements of income the Seller for the seven-month period then ended ending November 30, 1998 (the “"1998 Interim Financial Statements” and"), together with the related notes and schedules attached to those financial statements (collectively, but excluding the Audited Financial 1997 Statements, the “"Financial Statements”"). The To the Seller's knowledge, the Financial Statements have been prepared are, and the Audited 1997 Statements will be, true, correct and complete, 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) fairly present Seller, were prepared, or, with respect to 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 respectsAudited 1997 Statements, in each casewill be prepared, in accordance with GAAP, generally accepted accounting principles applied on a consistent basis throughout and fairly present, or, with respect to the Audited 1997 Statements, will fairly present, the financial condition and results of operation and other information presented for the periods represented thereby, and so indicated. Except as provided in the case of the Interim Financial Statements, subject or as fully disclosed in Schedule 4.3, the Seller knows of no liabilities or obligations (whether accrued, absolute, contingent, whether due or to become due or otherwise) which might be or become a charge or Lien against the exceptions set forth in Subject Assets or be asserted against the preceding sentence; (c) do not include Buyer after the Closing, including any extraordinary "loss contingencies" considered "probable" or nonrecurring operation or transaction except as expressly set forth in "reasonably possible" within the notes thereto; and (d) comply with all Laws and Governmental Orders in all material respects and subject to meaning of the exceptions set forth in the preceding sentenceFinancial Accounting Standard Board's Statement of Financial Accounting Standards No. 5.

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 The 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 Statementsare attached as Schedule 3.6(a). Except as expressly noted on Schedule 3.6(b), the “Financial Statements”). The Financial Statements have been prepared in all material respects in accordance with GAAP from the books and records of the Business, consistently applied on a consistent basis throughout the periods represented therebyindicated, subjectwhich books and records are complete and correct in all material respects. Except as expressly noted on Schedule 3.6(b), (a) each balance sheet included in such Financial Statements and, when delivered in accordance with Section 6.8(d)(i) the Interim Financial Statements, (including the related notes and schedules, if any) fairly presents in all material respects the consolidated financial position of the Business as of the date of such balance sheet and (b) each statement of income and cash flows included in the Financial Statements (including any related notes and schedules, if any) fairly presents in all material respects the results of operations and changes in cash flows, as the case may be, of the Business for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, in the case of the Unaudited Financial Statements and Interim Financial Statements, Statements (x) subject to normal and recurring year-end adjustments that would not, individually or in the aggregate, be expected to be material to the Business and (the effect of which will not be materially adversey) and except the absence of notes (that, if presented, that would not differ materially from those presented in the Audited Financial Statements). The Financial Statements (a) are consistent with At the books and records Closing, neither of the Company Acquired Companies will have any outstanding Indebtedness (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 excluding, for the periods indicated in all material respectsavoidance of doubt, in each case, in accordance with GAAP, applied on a consistent basis throughout that comprising 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 sentenceDebt Financing).

Financial Statements. (a) Section 4.7(aAttached hereto as Schedule 5.12(a) of the Company Disclosure Schedule contains complete are copies of (i) the audited consolidated balance sheetsheets of Seller and its Subsidiaries at December 31, statement 2021 and December 31, 2020 and the related audited consolidated statements of income, statement of cash flow and statement of membersstockholders’ equity and cash flows for the year then ended (collectively, the “Annual Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Company Seller and its Subsidiaries 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 DateBalance Sheet”) and the related unaudited consolidated statements of income income, stockholders’ equity and cash flows for the seven12-month period then ended (together with the Interim Balance Sheet, the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Annual Financial Statements and the Interim Financial Statements are referred to collectively as the “Financial Statements.” Except as set forth on Schedule 5.12(a), the Financial Statements (including any related notes thereto) (i) have been prepared in accordance with GAAP GAAP, consistently applied on a consistent basis throughout the periods represented covered thereby, except as otherwise noted therein, (ii) fairly present, in all material respects, the assets, liabilities, financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby, subject, however, in the case of the Interim Financial Statements, to normal and recurring non-material year-end audit adjustments and accruals (which adjustments and accruals are not material in the effect of which will not be materially adverseaggregate) and to the absence of notes and other textual disclosure required by GAAP (that, if presented, would not differ materially from those presented in the Audited Annual Financial Statements). The Financial Statements , and (aiii) 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 , and are consistent with the financial condition Books and Records. As of December 31, 2022, the assets and properties of the Company and its represent all or substantially all of the assets and Liabilities as properties 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 sentenceSeller.