Common use of Reports; Financial Statements Clause in Contracts

Reports; Financial Statements. (i) The Company has filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other forms, reports, schedules and other statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2022 (collectively, the “Company Reports”). As of its respective date, and, if amended, as of the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading. (ii) Each of the consolidated balance sheets, and the related consolidated statements of operations, stockholders’ equity and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of any unaudited financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (i) The Company has filed with or furnished to the SEC, as applicable, (A) its annual report Company’s Annual Report on Form 10-K for its fiscal year the years ended December 31, 20222009 and December 31, 2010, Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 and all Current Reports on Form 8-K filed to date (Bthe “Reports”) all other forms, reports, schedules and other statements required to be have been filed or furnished by it with the SEC under and the Exchange Act or the Securities Act since December 31, 2022 (collectively, the “Company Reports”). As of its respective date, and, if amended, as of the date of the last such amendment, each Company Report Reports complied in all material respects as to form with the applicable requirements rules of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder SEC applicable to such Company Report. As of its respective dateReports on the date filed with the SEC, andand the Reports did not contain, if amended, as of on the date of filing with the last such amendmentSEC, no Company Report contained any untrue statement of a material fact fact, or omitted omit to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not materially misleading. (ii) Each . Other than as filed with the SEC, the Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since April 13, 2011. All of the consolidated balance sheets, and the related consolidated financial statements of operations, stockholders’ equity and cash flows, included in the Reports (the “Company Reports filed with the SEC under the Exchange Act Financial Statements”): (Aa) have been prepared fromfrom and on the basis of, and are in accordance with, the books and records of the Company and its Subsidiaries, with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (Bb) fairly and accurately present in all material respects the consolidated financial position condition of the Company and its consolidated Subsidiaries as of the dates shown date of each such Company Financial Statement and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries operations for the respective fiscal periods or as of the respective dates therein set forth, subject, specified; and (c) in the case of any unaudited the annual financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during are accompanied by the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability audit opinion of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) independent public accountants. Except as disclosed set forth in the Company Reports and Financial Statements, as of the date hereof, the Company has no liabilities other than the transactions contemplated by this Agreement, there has been no transaction, (x) liabilities which are reflected or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed reserved against in the Company ReportsFinancial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of business of the Company since March 31, 2011, or (z) liabilities incurred as a result of this Agreement or which were not required by generally accepted accounting principles to be reflected or reserved on the Company Financial Statements.

Reports; Financial Statements. (i) The Company has filed with or furnished to the SECfurnished, as applicable, (A) its annual report on Form 10-K for its the fiscal year ended December 31Xxxxx 0, 20220000, (X) its quarterly reports on Form 10-Q for its fiscal quarters ended July 3, 2015 and October 2, 2015, (C) its proxy statement relating to the annual meeting of the stockholders of the Company held in 2015 and (BD) all other forms, reports, schedules and other statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31April 3, 2022 2015 (collectively, the “Company Reports”). As of its respective date, and, if amended, as of the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report (including, for purposes of this sentence, the Draft 10-Q) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading. (ii) Each of the consolidated balance sheets, and the related consolidated statements of operationsincome, changes in stockholders’ equity and cash flows, included in the Company Reports filed with the SEC under the Exchange Act and included in the Draft 10-Q (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of any unaudited financial statements, to normal recurring year-end audit adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto andthereto, and in the case of unaudited financial statements, statements except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except , in each case subject to the restatement of such financial statements to reflect subsequently discontinued operations in accordance with SFAS 144 [ASC 205-20], as disclosed in contemplated by Topic 13 of the Company Reports, Financial Reporting Manual prepared by the Company and its Subsidiaries have established and maintained staff of the Division of Corporation Finance of the SEC as a system result of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability sale of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAPinformation management business. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (a) Since September 30, 1999, ACQUIROR has timely filed (i) The Company has all forms, reports, statements and other documents required to be filed with or furnished to the SEC, as applicable, (A) its annual report the Securities and Exchange Commission ("SEC"), including, without limitation, (1) all Annual Reports on Form 10-K for its fiscal year ended December 31K, 2022(2) all Quarterly Reports on Form 10-Q, (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all Current Reports on Form 8-K, (5) all other reports or registration statements and (6) all amendments and supplements to all such reports and registration statements (collectively, the "ACQUIROR SEC Reports") and (B) any other applicable state securities authorities and (ii) all other forms, reports, schedules statements and other statements documents required to be filed with any other applicable federal or furnished by it with state regulatory authorities, except where the SEC under the Exchange Act failure to file any such forms, reports, statements or the Securities Act since December 31other documents referred to in this clause (ii) would not have a ACQUIROR Material Adverse Effect (all such forms, 2022 reports, statements and other documents in clauses (i) and (ii) of this Section 6.7(a) being referred to herein, collectively, as the “Company "ACQUIROR Reports”"). As of its respective dateThe ACQUIROR Reports, and, if amended, as of including all ACQUIROR Reports filed after the date of this Agreement and prior to the last such amendment, each Company Report complied Effective Date (x) were or will be prepared in all material respects as to form in accordance with the applicable requirements of applicable Law (including, with respect to the ACQUIROR SEC Reports, the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and any the rules and regulations promulgated of the SEC thereunder applicable to such Company Report. As of its respective dateACQUIROR SEC Reports) and (y) did not at the time they were filed, andor will not at the time they are filed, if amended, as of the date of the last such amendment, no Company Report contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (iib) Each Except as disclosed in Section 6.7(b) of the consolidated balance sheetsACQUIROR Disclosure Schedule, and each of the financial statements with results through December 31, 2000 (including, in each case, any related consolidated statements of operations, stockholders’ equity and cash flows, included notes thereto) contained in the Company ACQUIROR SEC Reports filed with prior to, on or after the SEC under the Exchange Act date of this Agreement (Ai) have been or will be prepared from, and are in accordance with, with the books published rules and records regulations of the Company SEC and its Subsidiaries, generally accepted accounting principles and (Bii) fairly present in all material respects or will fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or ACQUIROR as of the respective dates therein set forth, subject, in thereof and the case results of any unaudited financial statements, to operations and cash flows for the periods indicated (including reasonable estimates of normal and recurring year-end adjustments), except that (CA) have been prepared any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments and (B) any pro forma financial information contained in accordance with GAAP consistently applied during such financial statements is not necessarily indicative of the financial position of ACQUIROR as of the respective dates thereof and the results of operations and cash flows for the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SECindicated. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. It has, and, to the extent applicable, each of its then or current Subsidiaries has, made all filings required to be made by it with the Securities and Exchange Commission (the "SEC") under the Exchange Act since December 31, 1998 (collectively, including any such reports filed subsequent to the date hereof, the "Reports"); except that, notwithstanding the foregoing, the Company makes no representation or warranty whatsoever with respect to any such filing required to be made by Retek Inc., a Delaware corporation ("Retek"), since September 29, 2000. The Company has delivered or made available to Parent each registration statement, report, proxy statement or information statement (including reports on SEC Form 8-K) filed with the SEC by it since December 31, 2001 (the "Company Audit Date"), including, without limitation, (i) The Company has filed with or furnished to the SEC, as applicable, (A) its annual report Annual Report on Form 10-K for its fiscal the year ended December 31, 20222001, and (Bii) its Proxy Statement with respect to its 2002 Annual Meeting of Stockholders, all other formsin the form (including exhibits, reportsannexes and any amendments thereto) filed with the SEC. Parent has delivered or made available to the Company each registration statement, schedules and other statements required to be report, proxy statement or information statement (including reports on SEC Form 8-K) filed or furnished by it with the SEC under by it since September 30, 2001 (the Exchange Act or "Parent Audit Date"), including, without limitation, (i) its Annual Report on Form 10-K for the Securities Act since year ended September 30, 2001, (ii) its Quarterly Report for the quarter ended December 31, 2022 2001, and (collectivelyiii) its Proxy Statement with respect to its 2002 Annual Meeting of Stockholders, all in the “Company Reports”)form (including exhibits, annexes and any amendments thereto) filed with the SEC. As of its their respective datedates, and, if amended, as of the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange ActReports did not, and any rules and regulations promulgated thereunder applicable Reports filed with the SEC subsequent to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendmenthereof will not, no Company Report contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading. (ii) . Each of the consolidated balance sheets, and sheets included in or incorporated by reference into the Reports (including the related consolidated statements of operations, stockholders’ equity notes and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (Bschedules) fairly present in all material respects presents, or will fairly present, the consolidated financial position of the Company it and its consolidated Subsidiaries as of its date and each of the dates shown consolidated statements of income and of changes in financial position included in or incorporated by reference into the Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of the consolidated operations, retained earnings and changes in stockholders’ equity and cash flows financial position, as the case may be, of the Company it and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates set forth therein set forth, (subject, in the case of any unaudited financial statements, to notes and normal recurring year-end adjustmentsaudit adjustments that will not be material in amount or effect), (C) have been prepared in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise set forth therein or permitted by SEC Form 10-Q and except as may be noted therein. Other than the Reports specifically recited in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, clauses (i) and (Dii) otherwise comply in all material respects of the second sentence of this Section 5.1(e), the Company has not, on or prior to the date hereof, filed any other definitive reports or statements with the requirements of SEC since the SEC. Company Audit Date. Other than the Reports specifically recited in clauses (i) through (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and third sentence of this Section 5.1(e), Parent has not, on or prior to the preparation of Company financial date hereof, filed any other definitive reports or statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under since the Securities Act that have not been disclosed in the Company ReportsParent Audit Date.

Reports; Financial Statements. (ia) The Company has Since January 1, 1998 Duke Energy and its subsidiaries have timely filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other forms, reports, schedules schedules, statements and other statements documents required to be filed or furnished by it with (i) the SEC under the Exchange Act or the Securities 1933 Act since December 31(the "Duke Energy SEC Documents"), 2022 (collectivelyii) any applicable state securities authority and (iii) any other Governmental Entity, except in each case where the “Company Reports”failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Duke Energy (all such forms, reports, schedules, statements and other documents are collectively referred to as the "Duke Energy Documents"). As of its respective dateThe Duke Energy SEC Documents, and, if amended, as of at the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained time filed (x) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, contained therein not misleading in the light of the circumstances in under which they were made, not misleading. made and (iiy) Each of the consolidated balance sheets, and the related consolidated statements of operations, stockholders’ equity and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present complied in all material respects with the requirements of applicable Laws (including the 1933 Act, the Exchange Act and the rules and regulations thereunder). (b) The consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operationsstatements (including in each case, changes any related notes thereto) contained in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of any unaudited financial statements, to normal recurring year-end adjustments, Duke Energy SEC Documents (Ci) have been prepared in accordance with GAAP consistently United States generally accepted accounting principles applied on a consistent basis during the periods involved, except as otherwise set forth therein or in the notes thereto andinvolved (subject, in the case of unaudited financial statements, except for to the absence of footnote disclosurenotes), and (Dii) otherwise comply complied in all material respects with the requirements of applicable securities Laws, and (iii) fairly present, in all material respects, the SECconsolidated financial position, results of operations and cash flows of Duke Energy and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material. (iiic) Except as disclosed in From January 1, 1998 to the Company Reports, the Company and its Subsidiaries have established and maintained a system date of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transactionchange in Duke Energy's accounting policies or methods of making accounting estimates or changes in estimates that are material to such financial statements, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed except as described in the Company Reportsnotes thereto with respect to periods ending prior to the date hereof.

Reports; Financial Statements. (ia) The Since October 31, 2002, the Company has timely filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other forms, reports, schedules reports and other statements documents required to be filed or furnished by it with the SEC under the Securities and Exchange Act or the Securities Act since December 31, 2022 Commission (collectively, the “Company ReportsSEC”). As , all of its respective date, and, if amended, which have complied as of the date of the last such amendment, each Company Report complied their respective filing dates in all material respects as to form with the all applicable requirements of the Securities Exchange Act and the Exchange Act, and any rules and regulations of the SEC promulgated thereunder thereunder. True, correct and complete copies of all filings made by the Company with the SEC since such date (the “Company SEC Reports”) and prior to the date hereof, whether or not required under applicable to such Laws, rules and regulations and including any registration statement filed by the Company Report. As under the Securities Act of its respective date, and, if amended1933, as amended (the “Securities Act”), have been made available to Parent. None of the date of Company SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the last such amendmenttime filed, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) with respect to any Company SEC Report. (iib) Each The audited and unaudited consolidated financial statements of the consolidated balance sheets, and the related consolidated statements of operations, stockholders’ equity and cash flows, Company included (or incorporated by reference) in the Company SEC Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books with United States generally accepted accounting principles applied on a consistent basis and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown their respective dates, and the consolidated income, stockholders equity, results of the consolidated operations, operations and changes in stockholders’ equity and consolidated financial position or cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of any unaudited financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SECpresented therein. (iiic) Except as disclosed in the Company Reports, the The Company and its Subsidiaries have established implemented and maintained maintain a system of internal control accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15 under 13a-15(f) of the Exchange Act) sufficient which are reasonably likely to provide reasonable assurance regarding adversely affect the reliability Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The information with respect to the Company’s internal controls made available by the Company to Parent prior to the date hereof has included any such disclosures made by management to the Company’s auditors and audit committee. (d) Since October 31, 2002, (i) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company’s financial reporting , any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the preparation Company or any of its Subsidiaries, whether or not employed by the Company financial statements for external purposes in accordance with GAAPor any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. (ive) Except as disclosed Neither the Company nor any of its Subsidiaries has any material liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under United States generally accepted accounting principles, other than such liabilities (i) reflected or reserved against in the financial statements of the Company included in the Company SEC Reports filed and other than available prior to the transactions contemplated by this Agreementdate hereof or (ii) incurred in the ordinary course of business consistent with past practice since January 31, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act 2005 that have not been disclosed had and are not reasonably likely to have, individually or in the Company Reportsaggregate, a Material Adverse Effect (as defined in Section 8.10).

Reports; Financial Statements. (i) The Company It has filed with or furnished made available to the SECother party, as applicableeach registration statement, report, proxy statement or information statement prepared by it since December 31, 1997 (A) the "Audit Date"), including its annual report Annual Report on Form 10-K for its fiscal the year ended December 31, 20221997 in the form (including exhibits, annexes and (Bany amendments thereto) all other forms, reports, schedules and other statements required to be filed or furnished by it with the SEC under Securities and Exchange Commission (the Exchange Act or the Securities Act since December 31, 2022 "SEC") (collectively, including any such reports filed subsequent to the “Company date hereof, its "Reports”"). As of their respective dates, its respective date, and, if amended, as of the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading. (ii) . Each of the consolidated balance sheets, and sheets included in or incorporated by reference into its Reports (including the related consolidated statements of operations, stockholders’ equity notes and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (Bschedules) fairly present in all material respects presents the consolidated financial position of the Company it and its consolidated Subsidiaries as of the dates shown its date and the results each of the consolidated statements of income and of cash flows included in or incorporated by reference into its Reports (including any related notes and schedules) fairly presents the consolidated results of operations, changes in stockholders’ equity retained earnings and cash flows flows, as the case may be, of the Company it and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates set forth therein set forth, (subject, in the case of any unaudited financial statements, to notes and normal recurring year-end adjustmentsaudit adjustments that will not be material in amount or effect), (C) have been prepared in each case in accordance with GAAP United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise set forth therein may be noted therein. Since the Audit Date, it and each Subsidiary required to make filings under Utilities Laws has filed with the applicable PUCs or in the notes thereto andFCC, in as the case of unaudited financial may be, all material forms, statements, except for the absence of footnote disclosurereports and documents (including exhibits, annexes and any amendments thereto) required to be filed by them, and (D) otherwise comply each such filing complied in all material respects with the requirements of the SEC. (iii) Except as disclosed all applicable laws, rules and regulations, other than such failures to file and non-compliance that are, individually or in the Company Reportsaggregate, the Company and not reasonably likely to have a Material Adverse Effect on it or prevent or materially impair its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient ability to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than consummate the transactions contemplated by this Agreement. To its knowledge, there has been as of the date hereof, no transactionPerson or "group" "beneficially owns" 5% or more of its outstanding voting securities, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required with the terms "beneficially owns" and "group" having the meanings ascribed to be disclosed them under Item 404 of Regulation S-K promulgated by the SEC Rule 13d-3 and Rule 13d-5 under the Securities Act that have not been disclosed in the Company ReportsExchange Act.

Reports; Financial Statements. (iThe Company is a reporting company under the Exchange Act and the shares of the Company's common stock are registered under Section 12(g) of the Exchange Act. The Company has filed with made available to Xxxxxxxx, through electronic filings on XXXXX, each registration statement, report, proxy statement or furnished to the SECinformation statement prepared by it since December 31, as applicable2000, (A) including its annual report Annual Report on Form 10-K KSB for its fiscal the year ended December 31, 2022, 2001 and (B) all other forms, reports, schedules and other statements required to be filed or furnished by it with its Quarterly Reports on Form 10-QSB for the SEC under the Exchange Act or the Securities Act quarters ended since December 31, 2022 2000, in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such registration statements, reports, proxy statements or information statements filed subsequent to the “Agreement Date, its "Reports"). Since June 30, 2000, the Company Reports”has made all filings required to be made by the Securities Act of 1933, or any successor law, and the rules and regulations issued pursuant thereto (the "Securities Act"), and the Exchange Act. As of its their respective datedates, and, if amended, as of the date of the last such amendment, each Company Report Company's Reports complied in all material respects as to form with the all applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading. (ii) Each of the consolidated balance sheets, . The financial statements and the related consolidated statements of operations, stockholders’ equity and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records any supporting schedules of the Company and its Subsidiaries, (B) Subsidiaries included or incorporated by reference in the Company's Reports present fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown indicated and the consolidated results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries their operations for the respective fiscal periods or as of the respective dates therein set forth, specified (subject, in the case of any unaudited financial statements, to notes and normal recurring year-end adjustmentsaudit adjustments that will not be material in amount or effect), (C) have been prepared in each case in accordance with GAAP generally accepted accounting principles of the United States consistently applied ("GAAP") during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SECmay be noted therein. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (i) The Company Since January 1, 2003, TEPPCO MLP has filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other forms, reports, schedules schedules, statements and other statements documents required by Law to be filed or furnished by it with the SEC by any of the TEPPCO Partnership Group Entities under the Exchange Act or the Securities Act since December 31applicable securities statutes, 2022 regulations, policies and rules (collectively, together with all other documents filed by TEPPCO MLP with the SEC since January 1, 2003 and prior to the Execution Date, the “Company TEPPCO SEC Reports”). As of its respective date, and, if amended, as of The TEPPCO SEC Reports at the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained time filed or furnished (x) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, contained therein not misleading in the light of the circumstances in under which they were made, not misleading(y) complied in all material respects with the requirements of applicable Laws (including the Securities Act, the Exchange Act and the rules and regulations thereunder) and (z) complied in all material respects with the then applicable accounting standards. The TEPPCO SEC Reports included all certificates required to be included therein pursuant to Section 13a-14(a) and Section 13a-14(b) of the Exchange Act. Other than filings in connection with Rule 144A offerings with respect to wholly owned subsidiaries of TEPPCO MLP, no subsidiary of TEPPCO MLP is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by contract. (ii) Each Attached as Section 3.3(g)(ii) of the consolidated balance sheetsTEPPCO Disclosure Letter is a copy of the draft of the TEPPCO MLP Annual Report on Form 10-K for the year ended December 31, 2004, which draft was presented to the audit committee of the board of directors of TEPPCO GP (the “Draft 10-K”). The Draft 10-K is substantially complete, the appropriate officers of TEPPCO GP are prepared to sign the certificates required to be included therein pursuant to Section 13a-14(a) and Section 13a-14(b) of the Exchange Act, management is prepared to deliver the internal control report required by Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, and, to the knowledge of DEFS, the outside auditors of TEPPCO MLP are prepared to sign their audit report and attestation to the internal control report included therein. (iii) Except for this Agreement and the related consolidated statements TEPPCO Plans set forth in Section 3.3(g)(iii) of operationsthe TEPPCO Disclosure Letter, stockholders’ equity and cash flows, the exhibit list included in the Company Reports Draft 10-K sets forth a true and complete list of (x) any contracts, agreements, documents and other instruments not yet filed by TEPPCO MLP with the SEC under but that are currently in effect and that any of the Exchange Act TEPPCO Partnership Group Entities will be required to or expect to file with or furnish to the SEC as exhibits in an annual or periodic report after the Execution Date and (Ay) any amendments and modifications that have not been filed by TEPPCO MLP with the SEC but are currently in effect to all agreements, documents and other instruments that have been prepared from, and are in accordance with, the books and records filed by any of the Company TEPPCO Partnership Group Entities with the SEC since January 1, 2003. All such exhibits have been made available to Enterprise, as requested. (iv) Attached as Section 3.3(g)(iv) of the TEPPCO Disclosure Letter are copies of the audited financial statements for the years ended December 31, 2001, 2002 and its Subsidiaries, 2003 of TEPPCO GP (B) fairly present in all material respects the “TEPPCO GP Financial Statements”). The consolidated financial position statements (including, in each case, any related notes thereto) of TEPPCO MLP contained in any TEPPCO SEC Reports and in the Company and its consolidated Subsidiaries as of the dates shown Draft 10-K and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of any unaudited financial statements, to normal recurring year-end adjustments, TEPPCO GP Financial Statements (Cx) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and(subject, in the case of unaudited financial statements, except for to the absence of footnote disclosuredisclosures required by GAAP), and (Dy) otherwise comply complied in all material respects with the requirements of applicable securities Laws, and (z) fairly present, in all material respects, the SEC. (iii) consolidated financial positions, results of operations, cash flows, partners’ capital and comprehensive income and changes in accumulated other comprehensive income, as applicable, of the applicable TEPPCO Partnership Group Entities as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material. Except as disclosed on the TEPPCO MLP Balance Sheet or the TEPPCO GP Balance Sheet, none of the TEPPCO Partnership Group Entities has any indebtedness or liability, absolute or contingent, other than (A) in the Company Reportscase of TEPPCO MLP, liabilities as of December 31, 2004 that are not required by GAAP to be included in the Company TEPPCO MLP Balance Sheet, (B) in the case of TEPPCO GP, liabilities as of December 31, 2003 that are not required by GAAP to be included in the TEPPCO GP Balance Sheet, (C) liabilities incurred or accrued in the ordinary course of business consistent with past practice since December 31, 2004 in the case of TEPPCO MLP (or December 31, 2003, in the case of TEPPCO GP) and its Subsidiaries have established and maintained a system of internal control over financial reporting that are not material, individually or in the aggregate, or (as defined in Rule 13a-15 under the Exchange ActD) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as liabilities disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation SDraft 10-K promulgated by the or any TEPPCO SEC under the Securities Act that have not been disclosed in the Company ReportsReports filed since September 30, 2004.

Reports; Financial Statements. (i) The Since May 1, 1995, the Company has timely filed with or furnished to the SECall reports, as applicableschedules, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other forms, reports, schedules statements and other statements documents required to be filed or furnished by it with (i) the Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, being hereinafter referred to as the "SEC Documents") and (ii) any other applicable state securities authorities. The Company has delivered to Buyer true and complete copies of the SEC under the Exchange Act or the Securities Act since December 31, 2022 (collectively, the “Company Reports”)Documents. As of its their respective datedates, andthe SEC Documents, if amended, as of including all SEC Documents filed after the date of this Agreement and prior to the last such amendmentClosing Date, each Company Report complied were or will be prepared in all material respects as to form in accordance with the applicable requirements of the Securities 1934 Act and the Exchange Act, and any rules and regulations of the SEC promulgated thereunder applicable to such Company Report. As of its respective datethe SEC Documents, and, if amended, as and none of the date of SEC Documents, at the last such amendmenttime they were or will be filed with the SEC, no Company Report contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (ii) Each . As of their respective dates, the financial statements of the consolidated balance sheets, and the related consolidated statements of operations, stockholders’ equity and cash flows, Company included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries Documents complied or will comply as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of any unaudited financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply form in all material respects with applicable accounting requirements and the requirements published rules and regulations of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company SEC with respect thereto. Such financial statements for external purposes have been or will be prepared in accordance with GAAP. generally accepted accounting principles, consistently applied, during the periods involved (ivexcept (i) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.may be

Reports; Financial Statements. (i) The Company EchoStar has filed with or furnished to the SECfurnished, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) a timely basis all other material forms, reportsstatements, schedules reports and other statements documents required to be filed or furnished by it with the SEC under pursuant to the Exchange Act or the Securities Act since December 31, 2022 2016 (collectivelythe “Applicable Date”) (such forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company EchoStar Reports”). As Each of the EchoStar Reports, at the time of its respective date, andfiling or being furnished (or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment, each Company Report ) complied as to form in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading. (ii) Each of the consolidated balance sheets, and sheets included in or incorporated by reference into the EchoStar Reports (including the related consolidated statements of operationsnotes and schedules), stockholders’ equity and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects presents the consolidated financial position of the Company EchoStar and its consolidated Subsidiaries as of the dates shown thereof and the results each of the consolidated operationsstatements of operations and comprehensive income (loss), changes in stockholders’ or shareholder’s equity and cash flows included in or incorporated by reference into the EchoStar Reports (including any related notes and schedules), fairly presents the results of the Company operations and cash flows of EchoStar and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates set forth therein set forth, (subject, in the case of any unaudited financial statements, to normal recurring year-end adjustmentsadjustments and lack of footnote disclosure), (C) have been prepared in each case in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth may be noted therein or in may be permitted by the notes thereto and, in SEC under the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SECExchange Act. (iii) Except as disclosed The financial information in the Company Reports, EchoStar Reports with respect to the Company ESS segment of EchoStar (A) was derived from the books and records of EchoStar and its Subsidiaries have established and maintained a system of internal control over financial reporting Subsidiaries; (as defined B) was prepared in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes good faith in accordance with GAAPGAAP consistently applied during the periods involved (except for goodwill and certain other assets and liabilities as may be noted therein); and (C) is materially representative of the historical financial position of the ESS segment, and the management of EchoStar did not knowingly fail to take into account any material information in preparing the financial information in the EchoStar Reports with respect to the ESS segment of EchoStar. (iv) Except as disclosed in There are no obligations or liabilities of EchoStar or any of its Subsidiaries primarily arising from or resulting from the Company Reports operation of the BSS Business or the ownership of the Transferred Assets, whether or not accrued, contingent or otherwise and other than the transactions contemplated by this Agreement, there has been no transaction, whether or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be not required to be disclosed or any other facts or circumstances which could reasonably be expected to result in any claims against, or obligations or liabilities of, the BSS Business, except for (x) future executory liabilities arising under Item 404 any BSS Business Contract (other than as a result of Regulation S-K promulgated by the SEC under the Securities Act breach of contract, tort, infringement or violation of Applicable Law) or (y) those that have not been disclosed had and would not reasonably be expected to have, individually or in the Company Reportsaggregate, a Material Adverse Effect.

Reports; Financial Statements. (i) The Company has filed with or furnished to with the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2021, (B) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, June 30 and September 30, 2022, and (BC) its definitive proxy statement relating to the annual meeting of the stockholders of the Company held in 2022, (D) all other forms, reports, schedules and other statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31July 15, 2022 2021 (collectively, the “Company Reports”). As of its respective date, and, if amended, as of the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading. (ii) Each of the consolidated balance sheets, and the related consolidated statements of operations, income, stockholders’ equity (deficit) and cash flows, included in the Company Reports filed with the SEC under the Exchange Act Act: (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, ; (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of any unaudited financial statements, to normal recurring year-end adjustments, ; (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, thereto; and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (iXxxxxxxx is a reporting company under the Exchange Act and the shares of Xxxxxxxx Common Stock are registered under Section 12(g) The Company of the Exchange Act. Xxxxxxxx has filed with or furnished made available to the SECCompany, as applicablethrough electronic filings on XXXXX, (A) each registration statement, report, proxy statement or information statement prepared by it since June 30, 2000, including its annual report Annual Report on Form 10-K KSB for the years ended June 30, 2001 and June 30, 2002 and its fiscal year Quarterly Reports on Form 10-QSB for the quarters ended December 31since June 30, 20222000, in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (B) all other formscollectively, including any such registration statements, reports, schedules and other proxy statements or information statements filed subsequent to the Agreement Date, its "Reports"). Since June 30, 2000, Xxxxxxxx has made all filings required to be filed or furnished made by it with the SEC under the Exchange Act or the Securities Act since December 31, 2022 (collectively, the “Company Reports”). As of its respective date, and, if amended, as of the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its their respective datedates, and, if amended, the Xxxxxxxx Reports complied as of the date of the last such amendment, no Company Report contained to form with all applicable requirements and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading. (ii) Each . The financial statements and any supporting schedules of the consolidated balance sheets, Xxxxxxxx and the related consolidated statements of operations, stockholders’ equity and cash flows, its Subsidiaries included or incorporated by reference in the Company Xxxxxxxx Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) present fairly present in all material respects the consolidated financial position of the Company Xxxxxxxx and its consolidated Subsidiaries as of the dates shown indicated and the consolidated results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries their operations for the respective fiscal periods or as of the respective dates therein set forth, specified (subject, in the case of any unaudited financial statements, to notes and normal recurring year-end adjustmentsaudit adjustments that will not be material in amount or effect), (C) have been prepared in each case in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in may be noted therein. To the notes thereto andknowledge of the directors, in the case officers, employees and legal and accounting representatives of unaudited financial statementsXxxxxxxx, except for the absence of footnote disclosureas disclosed on Schedule 4.5, and (D) otherwise comply in all material respects with the requirements as of the SEC. (iii) Except as disclosed Closing Date, no Person or group beneficially owns 10% or more of the outstanding voting securities of the Company. As used in the Company Reportsthis Section 4.5, the Company terms "beneficially owns" and its Subsidiaries "group" shall have established the meanings ascribed to such terms under Rule 13d-3 and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 13d-5 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (i) The Company has filed with Each registration statement, report, proxy statement or furnished to the SECinformation statement prepared by Purchaser since January 31, as applicable1999, (A) its annual report including Purchaser's Annual Report on Form 10-K for its fiscal year the years ended December January 31, 20221999 and Purchaser's Quarterly Reports on Form 10-Q for the quarters ended April 30, 1999 and July 31, 1999 in the form (Bincluding exhibits, annexes and any amendments thereto) all other forms, reports, schedules and other statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2022 (collectively, the “Company Reports”). As of its respective date, and, if amended, as of including any such reports filed subsequent to the date of the last such amendmentthis Agreement, each Company Report "Purchaser's Reports") complied in all material respects as to form with the all applicable requirements of under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading. (ii) . Each of the consolidated balance sheets, and sheets included in or incorporated by reference into Purchaser's Reports (including the related consolidated statements of operations, stockholders’ equity notes and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (Bschedules) fairly present in all material respects presents the consolidated financial position of the Company Purchaser and its consolidated Subsidiaries as of the dates shown its date and the results each of the consolidated operationsstatements of income, changes in stockholders’ equity shareholders' investment and cash flows included in or incorporated by reference into Purchaser's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, statement of shareholders' investment and cash flows, as the Company case may be, of Purchaser and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates set forth therein set forth, (subject, in the case of any unaudited financial statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal recurring year-end adjustmentsaudit adjustments that will not be material in amount or effect), (C) have been prepared in each case in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SECmay be noted therein. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (i) The Company Since January 1, 1997, Parent has filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) SEC all other material forms, reportsstatements, schedules reports and other statements documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed or furnished by it with under each of the SEC under Securities Act, the Exchange Act or and the Securities Act since December 31respective rules and regulations thereunder (collectively the "Parent Reports" and, 2022 (collectivelytogether with the Company Reports, the “Company "Reports”"). As of its their respective datedates, and, if amended, as of the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained Parent Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (ii) . Each of the consolidated balance sheetssheets of Parent and its subsidiaries included in or incorporated by reference into the Parent Reports (including the related notes and schedules) presents fairly, in all material respects, the financial position of Parent and its subsidiaries as of its date, and each of the related consolidated statements of operationsincome, stockholders’ equity changes in shareowners' funds and cash flows, flows included in or incorporated by reference into the Company Parent Reports filed with the SEC under the Exchange Act (Aincluding any related notes and schedules) have been prepared frompresents fairly, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and respects, the results of the consolidated operations, changes in stockholders’ equity operations and cash flows of the Company Parent and its consolidated Subsidiaries subsidiaries for the respective fiscal periods or as of the respective dates set forth therein set forth, (subject, in the case of any unaudited financial statements, to notes and normal recurring year-end adjustmentsaudit adjustments that will not be material in amount or effect), in each case in conformity with generally accepted accounting principles in the United Kingdom (C"U.K. GAAP") have been prepared in accordance with GAAP consistently applied during the periods involved, involved except as otherwise set forth therein may be noted therein. The related notes reconciling to U.S. GAAP the consolidated financial statements of Parent, or in the notes thereto andany portion thereof, in the case of unaudited financial statementsas applicable, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reports, the Company SEC applicable to this reconciliation. The audited consolidated statement of income of Parent and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under subsidiaries for the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreementyear ended December 31, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required 1999 to be disclosed under Item 404 included in Parent's Annual Report on Form 20-F for that year will be consistent with the unaudited consolidated statement of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed income of Parent and its subsidiaries included in the Company ReportsParent's press release of February 17, 2000.

Reports; Financial Statements. (i) The Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company has (a) to its knowledge, filed all required forms, reports and documents with or furnished the SEC from January 1, 2001 to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, 2003 and (Bb) filed all other required forms, reports, schedules reports and other statements required to be filed or furnished by it documents with the SEC under the Exchange Act or the Securities Act since December 31January 1, 2022 (collectively, the “Company Reports”). As of its respective date, and, if amended, as of the date of the last such amendment2004, each Company Report of which has (in the case of those forms, reports and documents covered under clause (a) above, to its knowledge) complied in all material respects as to form with the all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any the rules and regulations promulgated thereunder applicable to such Company Report. As of its respective dateforms, andreports and documents, if amendedeach as in effect on the dates such forms, as of reports and documents were filed, except to the extent that such forms, reports and documents have been modified or superceded by later forms, reports and documents filed prior to the date of this Agreement. The Company has made available to Parent, in the last form filed with the SEC (including any amendments thereto), (i) its Annual Reports on Form 10-K for each of the fiscal years ended December 31, 2001, 2002 and 2003, respectively, (ii) all definitive proxy statements relating to the Company’s meetings of stockholders (whether annual or special) held since January 1, 2001, and (iii) all other reports or registration statements filed by the Company with the SEC since January 1, 2001 (collectively, the “Company SEC Reports”). Except as set forth in Section 3.4 of the Company Disclosure Schedule (and in the case of those Company SEC Reports filed prior to January 1, 2004, to the knowledge of the Company), none of such amendmentforms, no Company Report contained reports or documents, including any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. , except to the extent that such statements have been modified or superceded by later Company SEC Reports filed prior to the date of this Agreement. To the extent required (ii) Each and in the case of those Company SEC Reports filed prior to January 1, 2004, to the knowledge of the Company), the Company has complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 (the “S-O Act”) that are currently in effect. Except as set forth in Section 3.4 of the Company Disclosure Schedule (and in the case of those Company SEC Reports filed prior to January 1, 2004, to the knowledge of the Company), the consolidated balance sheets, and the related consolidated financial statements of operations, stockholders’ equity and cash flows, the Company included in the Company SEC Reports (except to the extent such statements have been amended or modified by later Company SEC Reports filed prior to the date of this Agreement) filed prior to the date of this Agreement complied as to form in all material respects with applicable accounting standards and the published rules and regulations of the SEC under the Exchange Act (A) have been prepared from, with respect thereto and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects respects, in conformity with generally accepted accounting principles (“GAAP”) (except, in the case of interim financial statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates shown thereof and the consolidated results of the consolidated operations, changes in stockholders’ equity their operations and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, then ended (subject, in the case of any the unaudited interim financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC). (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (ia) The Company has timely filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other forms, reports, statements and schedules and other statements required to be filed or furnished with the Securities and Exchange Commission (the "SEC") since January 1, 2000. The Company has made available to the Purchasers copies of all reports, registration statements and other filings, together with any amendments thereto, filed by it the Company with the SEC under since January 1, 2001 through the Exchange Act or date immediately prior to the Securities Act since December 31, 2022 date of this Agreement (collectively, the “"Company SEC Reports”"). As of its the respective datedates of their filing with the SEC, and, if amended, as of the date of the last such amendment, each Company Report SEC Reports complied in all material respects as to form with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Exchange Act, and any applicable rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of SEC promulgated thereunder, and did not at the last such amendment, no Company Report contained time they were filed with the SEC contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (iib) Each of the The consolidated balance sheetsfinancial statements (including, and the in each case, any related consolidated statements of operations, stockholders’ equity and cash flows, included notes thereto) contained (or incorporated by reference) in the Company SEC Reports filed with (the SEC under the Exchange Act "Financial Statements") (Ai) have been prepared from, and are in accordance withwith the published rules and regulations of the SEC and generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and show all material liabilities, the books and records absolute or contingent, of the Company required to be recorded thereon in accordance with generally accepted accounting principles as at the respective dates thereof and its Subsidiaries, (Bii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or subsidiaries as of the respective dates therein set forththereof and their consolidated results of operations, subjectstockholder equity and cash flows for the periods indicated, in the case of except that any unaudited interim financial statements, statements were subject to normal and recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except adjustments and may omit footnote disclosure as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements permitted by regulations of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (ia) The Company Parent has filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) timely made all other forms, reports, schedules and other statements filings required to be filed or furnished made by it with the SEC under the United States Securities and Exchange Act or the Securities Act Commission (“SEC”) since December 31January 1, 2022 2004 (collectivelysuch filings, the “Company ReportsParent SEC Filings”). As of its their respective datedates, and, if amended, the Parent SEC Filings (i) complied as of the date of the last such amendment, each Company Report complied to form in all material respects as to form with the applicable requirements of the Securities Act and the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As of the date of this Agreement, no event or circumstance has occurred or information exists with respect to Parent or its business, properties, operations or financial conditions, which, under the Securities Act, the Exchange Act or any other applicable rule or regulation, requires public disclosure or announcement by Parent at or before the date of this Agreement but which has not been so publicly announced or disclosed. (b) The audited financial statements and unaudited interim financial statements included or incorporated by reference in the Parent SEC Filings (i) were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the unaudited interim financial statements, are subject to normal year end adjustments which will not be material in amount in the aggregate), (ii) Each complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the consolidated balance sheetsSEC with respect thereto, and the related consolidated statements of operations, stockholders’ equity and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (Biii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries Parent as of the dates shown thereof and the results of the consolidated operationsincome, cash flows, and changes in stockholders’ stockholder’s equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forthdates, subject, in the case of any unaudited financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during and for the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (ia) The Company has Since December 31, 2002, the Sellers or their Affiliates have filed all material reports, registrations and statements, together with any required amendments thereto, that were required to be filed in connection with the Island Finance Business with any applicable Governmental Authority or other regulatory authorities. All such material reports, registrations and statements filed with any Governmental Authority or furnished such other regulatory authority are collectively referred to herein as the “Island Finance Reports.” As of their respective dates, the Island Finance Reports complied in all material respects with all the applicable rules and regulations promulgated by the relevant regulatory authorities and the information contained therein was, as of the respective dates thereof, true and correct in all material respects. Neither the Sellers nor any of their Affiliates are or were required to report loan data with respect to the SECReceivables included in the Purchased Assets pursuant to the Home Mortgage Disclosure Act of 1975, as applicableamended, (A) its annual report on Form 10-K or Regulation C thereunder, for its fiscal year any of the years ended December 31, 20222003, and 2004, or 2005. (Bb) all other formsExcept as provided in Section 4.7(b) of the Sellers Disclosure Schedule, reports, schedules and other statements required to be filed or furnished by it with the SEC under unaudited combined balance sheets of the Exchange Act or the Securities Act since Island Finance Business as at December 31, 2022 2004, and as at December 31, 2005 (the “December Balance Sheet”), and the unaudited statements of results of operations of the Island Finance Business for the periods then ended and for the period ended December 31, 2003 (collectively, the “Company ReportsFinancial Statements”). As , copies of its respective date, and, if amended, as of the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading. (ii) Each of the consolidated balance sheets, and the related consolidated statements of operations, stockholders’ equity and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) previously have been provided to Purchaser, were prepared from, and are in accordance with, with GAAP applied on a consistent basis during the books periods involved (except for the omission of full footnotes thereto) and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries Island Finance Business as of the dates shown thereof and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries operations for the respective fiscal periods or as of the respective dates therein set forth, then ended (subject, in the case of any unaudited financial interim statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein which are not material individually or in the notes thereto and, in aggregate). Wxxxx Fargo or the case Sellers also have delivered to Purchaser copies of unaudited financial statements, except for all letters from outside auditors to either Seller’s board of directors (or the absence audit committee thereof) related to the Island Finance Business during the thirty-six (36) months preceding the execution of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series together with copies of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reportsall responses thereto.

Reports; Financial Statements. (ia) The Company Altima has timely filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other forms, reports, schedules schedules, statements and other statements documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2022 (i) Canadian securities regulatory authorities (collectively, the “Company "Altima SRA Reports”"), (ii) any other applicable federal, state, provincial or territorial securities authority, and (iii) any other Government Entity, except with respect to clause (iii) of this Section where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Altima (all such forms, reports, schedules, statements and other documents are collectively referred to as the "Altima Documents"). As of its respective date, and, if amended, as of The Altima Documents at the date of the last such amendment, each Company Report time filed did not contain any Misrepresentation and complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and applicable Laws. Altima has not filed any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of confidential material change report with any Canadian securities authority or regulator or any stock exchange that at the date of the last such amendment, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleadingthis Agreement remains confidential. (iib) Each The audited consolidated financial statements of Altima for the consolidated balance sheetsyears ended November 30, 2008 and 2007, together with the auditors’ report thereon and the notes thereto, and the related unaudited interim consolidated financial statements of operationsAltima for the six months ended May 31, stockholders’ equity 2009 and cash flows, included the notes thereto contained in the Company Altima SRA Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of any unaudited financial statements, to normal recurring year-end adjustments, (Ci) have been prepared in accordance with GAAP consistently Canadian generally accepted accounting principles applied on a consistent basis during the periods involved, except (ii) complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of Altima; (iv) contain and reflect all necessary adjustments for fair presentation of the results of operations and the financial condition of the business of Altima for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of Altima, and (vi) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Altima as otherwise set forth therein or in of the notes thereto andrespective dates thereof and for the respective periods covered thereby, subject, in the case of unaudited financial statements, except for to normal, recurring audit adjustments none of which will be material, individually or in the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SECaggregate. (iiic) Except as Altima does not have any material liability or obligation, whether accrued, absolute, contingent or otherwise not reflected in its latest publicly-disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over consolidated financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAPstatements. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (a) Since August 1, 1997 the Company and each Company Subsidiary has (i) The Company has filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other forms, reports, schedules statements and other statements documents required to be filed or furnished by it with the SEC under including, without limitation, all FOCUS reports and all amendments and supplements to all such reports (the Exchange Act or "Company SEC Reports"), (ii) filed all forms, reports, statements and other documents required to be filed with any Governmental Authorities including, without limitation, state authorities regulating the Securities Act since December 31purchase and sale of securities, 2022 and (collectivelyiii) filed all trade reports, filings, amendments to forms and other documents required by any Self Regulatory Organization (all such forms, reports, statements and other documents in clauses (i), (ii) and (iii) of this Section 3.9(a) being collectively referred to as the “"Company Reports”)") except where the failure to file such Company Reports has not had or would not reasonably be expected to have a Material Adverse Effect on the Company. As The Company has made available to Parent copies of its respective date, and, if amended, as each of the Company Reports and will promptly provide copies of each Company Report filed after the date of this Agreement. The Company Reports previously filed did not at the last such amendment, each Company Report complied in all material respects as time they were filed (after giving effect to form with any amendments filed before the applicable requirements of the Securities Act date hereof) and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of Reports filed in the date of the last such amendment, no Company Report contained future will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were or will be made, not misleading. (iib) Each The Company has delivered to Parent (i) copies of the its audited consolidated balance sheetssheets as at October 31, 1998 and 1997 and the related consolidated statements of operations, stockholders’ cash flows and shareholders' equity for the fiscal year ended October 31, 1998 and cash flowsthe period from August 1, included in 1997 to October 31, 1997 (including the related notes and schedules thereto and reports of independent auditors) (the "Audited Reports"), (ii) an unaudited consolidated balance sheet of the Company Reports as at March 31, 1999 (the "Latest Balance Sheet") and the related consolidated statements of operations, cash flows and shareholder equity for the five months then ended (the "Interim Financial Reports"), and (iii) copies of the reports of the Company and its Subsidiaries filed with the SEC under (the "SEC Reports") pursuant to Section 17 of the Exchange Act and Rule 17a-5 thereunder for the fiscal years ended October 31, 1998 and October 31, 1997 and the quarter ended January 31, 1999 (Acollectively and with all future Audited Reports, Interim Financial Reports and SEC Reports, the "Company Financial Statements"). The Company will promptly provide Parent with copies of the Company Financial Statements with respect to periods after the dates set forth above when available. The Company Financial Statements (as of the dates thereof and for the periods covered thereby) have been prepared fromare or, and are if delivered in the future, will be in accordance with, with the books and records of the Company Company, which books and its Subsidiaries, (B) records are complete and accurate in all material respects and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries entity or entities to which they relate as of the dates shown date and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subjectpresented, in the each case of any unaudited financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise set forth therein or to the Audited Reports and the Interim Financial Reports, and in accordance with regulatory accounting principles, as to the notes thereto and, SEC Reports and subject to normal and recurring year-end audit adjustments in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (i) The Company has filed with or furnished to the SECall required reports, as applicableschedules, forms, statements and other documents (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, including exhibits and (B) all other forms, reports, schedules and other statements required to be filed or furnished by it information incorporated therein) with the SEC under since September 30, 1996 (the Exchange Act or the Securities Act since December 31, 2022 (collectively, the “"Company Reports”SEC Documents"). As of its their respective datedates, and, if amended, as of the date of the last such amendment, each Company Report SEC Documents complied in all material respects as to form with the applicable requirements of the Securities Act and of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and any the rules and regulations of the SEC promulgated thereunder applicable to such Company Report. As of its respective dateSEC Documents, and, if amended, as and none of the date of the last such amendment, no Company Report SEC Documents when 18 26 filed (as supplemented by subsequently filed Company SEC Documents) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (ii) Each . The financial statements of the consolidated balance sheets, and the related consolidated statements of operations, stockholders’ equity and cash flows, Company included in the Company Reports filed SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC under the Exchange Act (A) with respect thereto, have been prepared from, and are in accordance withwith generally accepted accounting principles (except, in the books and records case of unaudited statements, as permitted by Form 10-Q of the Company SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates shown thereof and the consolidated results of the consolidated operations, changes in stockholders’ equity their operations and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, then ended (subject, in the case of any unaudited financial statements, to normal recurring year-end adjustments, audit adjustments that are not material). Except (CA) have been prepared as reflected in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein such financial statements or in the notes thereto andthereto, (B) for liabilities incurred in connection with this Agreement or the Transactions or (C) for liabilities incurred in the case ordinary course of unaudited financial statements, except for business since the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements date of the SEC. (iii) Except as disclosed most recent financial statements included in the Company ReportsSEC Documents, neither the Company and nor any of its Subsidiaries have established and maintained subsidiaries has any liabilities of any kind whatsoever, whether accrued, contingent, absolute, due, to become due, determined, determinable or otherwise which would have, or would reasonably be expected to have, individually or in the aggregate, a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of material adverse effect on the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (i) The Company Weblink has filed with made available to Metrocall each registration statement, report, proxy statement or furnished to the SECinformation statement prepared by Weblink since December 31, as applicable1998, (A) including without limitation its annual report Annual Report on Form 10-K for the years ended December 31, 1998 and December 31, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, the "WEBLINK FILED REPORTS" and; any such reports filed subsequent to the date of this Agreement, including its fiscal Annual Report on Form 10-K for the year ended December 31, 20222000, and (B) all other forms, reports, schedules and other the "WEBLINK REPORTS"). Weblink has also made available to Metrocall its unaudited financial statements required to be filed or furnished by it with for the SEC under the Exchange Act or the Securities Act since year ended December 31, 2022 2000 (collectivelythe "WEBLINK UNAUDITED 2000 FINANCIALS"). (ii) As of their respective dates, the “Company Reports”). As of its respective date, and, if amendedWeblink Filed Reports complied, as of the date of the last such amendmentto form, each Company Report complied in with all material respects as to form with the applicable requirements of under the Securities Act and Act, the Exchange Act, and any the rules and regulations promulgated thereunder applicable thereunder, and (together with any amendments thereto filed prior to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained hereof) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading. (ii) . Each of the consolidated balance sheetssheets included in, and or incorporated by reference into, the Weblink Filed Reports (including the related notes and schedules) fairly presents the consolidated financial position of Weblink and its Subsidiaries as of its date and each of the consolidated statements of operations, stockholders’ equity ' equity, and of cash flows included in, or incorporated by reference into, the Weblink Filed Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, included in as the Company Reports filed with the SEC under the Exchange Act (A) have been prepared fromcase may be, and are in accordance with, the books and records of the Company Weblink and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates set forth therein set forth, (subject, in the case of any unaudited financial statements, to notes and normal recurring year-end adjustmentsaudit adjustments that will not be material in amount or effect), (C) have been prepared in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in may be noted therein. Weblink has made available to Metrocall all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reportscorrespondence since December 31, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.1998

Reports; Financial Statements. (i) The Company has filed with or furnished to the SEC, as applicable, (A) its annual report Company’s Annual Report on Form 10-K for its fiscal year the years ended December 31, 20222009 and December 31, 2010, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011 and all Current Reports on Form 8-K filed to date (Bthe “Reports”) all other forms, reports, schedules and other statements required to be have been filed or furnished by it with the SEC under and the Exchange Act or the Securities Act since December 31, 2022 (collectively, the “Company Reports”). As of its respective date, and, if amended, as of the date of the last such amendment, each Company Report Reports complied in all material respects as to form with the applicable requirements rules of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder SEC applicable to such Company Report. As of its respective dateReports on the date filed with the SEC, andand the Reports did not contain, if amended, as of on the date of filing with the last such amendmentSEC, no Company Report contained any untrue statement of a material fact fact, or omitted omit to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not materially misleading. (ii) Each . Other than as filed with the SEC, the Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since August 31, 2011. All of the consolidated balance sheets, and the related consolidated financial statements of operations, stockholders’ equity and cash flows, included in the Reports (the “Company Reports filed with the SEC under the Exchange Act Financial Statements”): (Aa) have been prepared fromfrom and on the basis of, and are in accordance with, the books and records of the Company and its Subsidiaries, with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (Bb) fairly and accurately present in all material respects the consolidated financial position condition of the Company and its consolidated Subsidiaries as of the dates shown date of each such Company Financial Statement and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries operations for the respective fiscal periods or as of the respective dates therein set forth, subject, specified; and (c) in the case of any unaudited the annual financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during are accompanied by the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability audit opinion of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) independent public accountants. Except as disclosed set forth in the Company Reports and Financial Statements, as of the date hereof, the Company has no liabilities other than the transactions contemplated by this Agreement, there has been no transaction, (x) liabilities which are reflected or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed reserved against in the Company ReportsFinancial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of business of the Company since June 30, 2011, or (z) liabilities incurred as a result of this Agreement or which were not required by generally accepted accounting principles to be reflected or reserved on the Company Financial Statements.

Reports; Financial Statements. (i) The Company AirTouch has made available to Vodafone copies of each registration statement, report, proxy statement or information statement prepared by it or its Subsidiaries and filed with or furnished to the SECSEC since December 31, as applicable1997 (December 31, (A) its annual report 1997 being the "AIRTOUCH AUDIT DATE"), including AirTouch's Annual Report on Form 10-K for its fiscal the year ended December 31, 20221998, each in the form (including exhibits, annexes and (Bany amendments thereto) all other forms, reports, schedules and other statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2022 (collectively, including any such registration statement, report, proxy statement or information statement filed with the “Company Reports”SEC subsequent to the date hereof, the "AIRTOUCH REPORTS"). As of its their respective datedates, and, if amended, as of the date of the last such amendment, each Company Report AirTouch Reports (i) complied in all material respects as with, and any AirTouch Reports filed subsequent to form with the date hereof will comply in all material respects with, any applicable requirements of the Securities Act and the Exchange ActAct and the rules and regulations of the SEC promulgated thereunder and (ii) did not, and any rules and regulations promulgated thereunder applicable AirTouch Reports filed with the SEC subsequent to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendmenthereof will not, no Company Report contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (ii) . Each of the consolidated balance sheetssheets of AirTouch and its Subsidiaries included in or incorporated by reference into the AirTouch Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated financial position of AirTouch and its Subsidiaries as of its date, and each of the related consolidated statements of income, stockholders' equity and cash flows included in or incorporated by reference into the AirTouch Reports (including any related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated results of operations, stockholders’ equity retained earnings and cash flows, included in as the Company Reports filed with the SEC under the Exchange Act (A) have been prepared fromcase may be, and are in accordance with, the books and records of the Company AirTouch and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates set forth therein set forth, (subject, in the case of any unaudited financial statements, to notes and normal recurring year-end adjustmentsaudit adjustments that will not be material in amount or effect), (C) have been prepared in each case in accordance with GAAP generally accepted accounting principles in the United States ("U.S. GAAP") consistently applied during the periods involved, involved except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SECmay be noted therein. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (iA) The Since January 28, 1995, the Company has filed all forms, reports, statements and other documents required to be filed with or furnished to the SECSEC including, as applicablewithout limitation, (A) its annual report all Annual Reports on Form 10-K for its fiscal year ended December 31K, 2022, and (B) all Quarterly Reports on Form 10-Q, (C) all proxy statements relating to meetings of stockholders (whether annual or special) of the Company, (D) all Reports on Form 8-K, (E) all other formsreports or registration statements (including the Form S-4 filed in connection with its acquisition of Span Instruments, reports, schedules Inc.) and other (F) all amendments and supplements to all such reports and registration statements required (collectively referred to be filed or furnished by it with as the "SEC under the Exchange Act or the Securities Act since December 31, 2022 (collectively, the “Company Reports”"). As of its respective dateThe SEC Reports, and, if amended, as of including all ----------- SEC Reports filed after the date of this Agreement and prior to the last such amendment, each Company Report complied Effective Time (i) were or will be prepared in all material respects as to form in accordance with the applicable requirements of applicable Law (including, the Securities Act and the Exchange Act, as the case may be, and any the rules and regulations promulgated of the SEC thereunder applicable to such Company Report. As of its respective dateSEC Reports) and (ii) did not at the time they were filed, andor will not at the time they are filed, if amended, as of the date of the last such amendment, no Company Report contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (iiB) Each of the consolidated balance sheetsfinancial statements (including, in each case, any related notes thereto) contained in the SEC Reports filed prior to or after the date of this Agreement, and the related consolidated financial statements as of operationsand for the fiscal year ended October 31, stockholders’ equity and cash flows1996 (the "Fiscal 1996 Financial --------------------- Statements"), included in a copy of which has previously been provided to Purchaser ---------- (collectively, the "Company Reports filed with the SEC under the Exchange Act Financial Statements") (Ai) have been or will be ---------------------------- prepared from, and are in accordance with, with the books published rules and records regulations of the Company SEC and its Subsidiariesgenerally accepted accounting principles applied on a consistent basis throughout the periods involved (except (1) to the extent required by changes in generally accepted accounting principles, (B2) with respect to SEC Reports filed prior to the date of this Agreement, as may be indicated in the notes thereto and (3) the Fiscal 1996 Financial Statements do not include any notes) and (ii) fairly present in all material respects or will fairly present the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries, as of the respective dates shown thereof, and the consolidated results of operations and cash flows and changes in financial position for the respective periods then ended, except that (x) any unaudited interim financial statements were or will be subject to normal year-end adjustments and (y) any pro forma financial statements contained in such consolidated financial statements are not necessarily indicative of the consolidated operations, changes in stockholders’ equity and cash flows financial position of the Company and its consolidated Subsidiaries for the respective fiscal periods or subsidiaries, as of the respective dates therein set forththereof, subject, and the consolidated results of operations and cash flows and changes in the case of any unaudited financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except position for the absence respective periods then ended. Upon completion of footnote disclosurethe audit of the Fiscal 1996 Financial Statements, and (D) otherwise comply the Company will provide a copy thereof to the Purchaser, which will be the same in all material respects with as the requirements of Fiscal 1996 Financial Statements previously provided to the SECPurchaser, will be accompanied by an unqualified audit opinion by Ernst & Young, LLP, the Company's independent public accountants, and will contain notes that do not include any information that is different from that provided to the Purchaser under or pursuant to this Agreement or any document referenced herein or in the Schedules hereto to the extent that such difference constitutes a Company Material Adverse Effect (the "Audited Fiscal 1996 Financial Statements"). (iiiC) Except as disclosed on Company Disclosure Schedule 6.1(f), neither the Company nor any of its subsidiaries is liable as an indemnitor, guarantor, surety or endorser, and no person has the power to confess judgment against the Company or any of its subsidiaries, assets, properties or business except as would not, individually or in the aggregate, result in or reasonably be likely to result in a Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAPMaterial Adverse Effect. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (i) The Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company has filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other required forms, reports, schedules reports and other statements required to be filed or furnished by it documents with the SEC under the Exchange Act or the Securities Act since December 31January 1, 2022 (collectively, the “Company Reports”). As of its respective date, and, if amended, as of the date of the last such amendment1999, each Company Report of which has complied in all material respects as to form with the all applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Securities Exchange Act of 1934, as amended (the "EXCHANGE Act"), and any and, in each case, the rules and regulations promulgated thereunder applicable to such Company Report. As of its respective dateforms, andreports and documents, if amendedeach as in effect on the dates such forms, as of reports and documents were filed, except to the extent that such forms, reports and documents have been modified or superceded by later forms, reports and documents filed prior to the date of this Agreement. The Company has made available to Parent, in the last form filed with the SEC (including any amendments thereto), (i) its Annual Reports on Form 10-K for each of the fiscal years ended December 31, 1999, 2000 and 2001, respectively, (ii) all definitive proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 1999, and (iii) all other reports or registration statements filed by the Company with the SEC since January 1, 1999 (collectively, the "COMPANY SEC REPORTS"). Except as set forth in Section 3.4 of the Company Disclosure Schedule, none of such amendmentforms, no Company Report contained reports or documents, including any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (ii) Each , except to the extent that such statements have been modified or superceded by later Company SEC Reports filed prior to the date of this Agreement. The Company has complied in all material respects with the requirements of the Sarbanes-Oxley Act of 2002 (the "S-O ACT"). Except as set forth in Secxxxx 0.0 xx xxe Company Disclosure Schedule, the consolidated balance sheets, and the related consolidated financial statements of operations, stockholders’ equity and cash flows, the Company included in the Company SEC Reports (except to the extent such statements have been amended or modified by later Company SEC Reports filed prior to the date of this Agreement) filed prior to the date of this Agreement complied as to form in all material respects with applicable accounting standards and the published rules and regulations of the SEC under the Exchange Act (A) have been prepared from, with respect thereto and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects respects, in conformity with generally accepted accounting principles ("GAAP") (except, in the case of interim financial statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates shown thereof and the consolidated results of the consolidated operations, changes in stockholders’ equity their operations and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, then ended (subject, in the case of any the unaudited interim financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC). (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (a) Since 31 December 1997, Weatherford and its subsidiaries have filed (i) The Company has filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other forms, reports, schedules statements, notices and other statements documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2022 Commission (collectively, the “Company "Weatxxxxxxx XXX Reports”"). As of its respective date, and, if amended, as of the date of the last such amendment, each Company Report complied The Weatxxxxxxx XXX Reports were prepared in all material respects as to form in accordance with the applicable requirements of applicable laws (including the Securities Act and the Securities Exchange ActAct of 1934, and any rules and regulations promulgated thereunder applicable to such Company Reportas amended, as the case may be). As of its their respective datedates, and, if amended, as of the date of the last such amendment, no Company Report contained Weatxxxxxxx XXX Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading. Since the filing of Weatxxxxxxx'x xxxest quarterly report on Form 10-Q or current report on Form 8-K filed with the Commission, there has been no Weatherford Material Adverse Effect that has not been disclosed through press releases issued by Weatherford. (iib) Each of the consolidated balance sheetsfinancial statements (including, and the in each case, any related consolidated statements of operations, stockholders’ equity and cash flows, included notes thereto) contained in the Company Weatxxxxxxx XXX Reports filed with the SEC under the Exchange Act (Ai) have has been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects in accordance with the published rules and regulations of the SEC and Generally Accepted Accounting Principles ("GAAP") applied on a consistent basis throughout the periods involved (except (x) to the extent required by changes in GAAP and (y) with respect to Weatherford SEC Reports filed prior to the date of this Agreement, as may be indicated in the notes thereto) and (ii) fairly presents the consolidated financial position of the Company Weatherford and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or subsidiaries as of the respective dates therein set forththereof and the consolidated results of operations and cash flows for the periods indicated, subject, in the case of except that (A) any unaudited interim financial statements, statements were or will be subject to normal and recurring year-end adjustments, adjustments which were not or are not expected to be material in amount and (CB) have been prepared any pro forma financial information contained in accordance with GAAP consistently applied during such consolidated financial statements is not or may not be necessarily indicative of the consolidated financial position of Weatherford and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SECindicated. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (ia) The Company Since February 13, 2001, Albion has filed all forms, reports, statements, and other documents required to be filed with or furnished to the SEC, as applicableincluding all registration statements filed under the Exchange Act, (A) its all annual report reports on Form 10-K for its fiscal year ended December 31KSB, 2022all quarterly reports on Form 10-QSB, all proxy statements relating to meetings of stockholders (whether annual or special), all current reports on Form 8-K, and (B) all other reports, schedules, registration statements, or other documents and all forms, reports, schedules statements, and other statements documents required to be filed with any other applicable federal or furnished by it with state regulatory authorities, except where the SEC under the Exchange Act failure to file any such forms, reports, statements, or the Securities Act since December 31other documents would not have an Albion Material Adverse Effect (all such forms, 2022 (reports, statements, and other documents referred to above in this Section 4.08(a) being referred to herein, collectively, as the “Company "Albion SEC Reports”"). As of its respective dateThe Albion SEC Reports, and, if amended, as of including all Albion SEC Reports filed after the date of this Agreement and prior to the last such amendmentEffective Time, each Company Report complied were or will be prepared in all material respects as to form accordance with the applicable requirements of applicable law (including, with respect to Albion SEC Reports, the Securities Act and the Exchange Act, as the case may be, and any the rules and regulations promulgated of the SEC thereunder applicable to such Company Report. As of its respective dateAlbion SEC Reports) and did not at the time they were filed, andor will not at the time they are filed, if amended, as of the date of the last such amendment, no Company Report contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were are made, not misleading. Such Albion SEC Reports include an unaudited consolidated balance sheet of Albion and its subsidiary as of September 30, 2002, and related consolidated statements of operations and cash flows for the three and nine months then ended, including the notes thereto (the "Albion Most Recent Financial Statements"). (iib) Each of the consolidated balance sheetsfinancial statements (including, in each case, any related notes thereto) contained in Albion SEC Reports filed prior to the Effective Time have been or will be prepared in accordance with the published rules and regulations of the related consolidated statements SEC and generally accepted accounting principles applied on a consistent basis throughout the periods involved (except to the extent required by changes in generally accepted accounting principles; with respect to Albion SEC Reports filed prior to the date of operationsthis Agreement, stockholders’ equity and cash flows, included as may be indicated in the Company Reports filed notes thereto; and with the SEC under the Exchange Act (Arespect to interim financial statements as may be permitted by Article 10 of Regulation S-X) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects or will fairly present the consolidated financial position of the Company Albion and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or subsidiary as of the respective dates therein set forth, subject, in thereof and the case consolidated results of any unaudited financial statements, to operations and cash flows for the periods indicated (including reasonable estimates of normal and recurring year-end adjustments), (C) have been prepared except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments and any pro forma financial statements contained in accordance with GAAP consistently applied during such consolidated financial statements are not necessarily indicative of the consolidated financial position of Albion and its subsidiary as of the respective dates thereof and the consolidated results of operations and cash flows for the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SECindicated. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (ia) The Company and each Subsidiary, as necessary, has filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other forms, reports, schedules statements and other statements documents required to be filed with any regulatory authority established by Law in a foreign jurisdiction, except for cases where the failure to make such filing would not, individually or furnished by it in the aggregate, have a Material Adverse Effect, or with the SEC under since the Exchange Act or Spin-Off Date (those required to be filed with the Securities Act since December 31, 2022 (collectivelySEC are collectively referred to as the "SEC Reports," and together with any foreign jurisdiction reports, the “Company "Government Reports”"). As of its respective date, and, if amended, as of the date of the last such amendment, each Company Report of which complied in all material respects as to form with the applicable requirements of the Securities Act Act, and the rules and regulations promulgated thereunder, or the Exchange Act, and any the rules and regulations promulgated thereunder applicable to such Company Reportthereunder, or, in the case of a foreign jurisdiction, the relevant Laws of that jurisdiction, each as in effect on the date so filed. As of its respective date, and, if amended, as None of the date of the last such amendmentGovernment Reports (including, no Company Report but not limited to, any financial statements or schedules included or incorporated by reference therein) contained when filed any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (iib) Each The principal executive officer of the consolidated balance sheetsCompany and the principal financial officer of the Company have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and the related consolidated statements rules and regulations of operationsthe SEC promulgated thereunder with respect to the Company's filings pursuant to the Exchange Act. For purposes of the preceding sentence, stockholders’ equity "principal executive officer" and cash flows, included "principal financial officer" shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (c) All of the Company Reports Financial Statements, in each case, including any related notes thereto, as filed with the SEC under the Exchange Act (A) or with relevant authorities in foreign jurisdictions, have been prepared from, and are in accordance withwith GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the books and records case of the Company unaudited statements, as may be permitted by Form 10-Q of the SEC and its Subsidiariessubject, (Bin the case of the unaudited statements, to normal, recurring audit adjustments) and fairly present present, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of at the respective dates shown thereof and the consolidated results of the consolidated operations, its operations and changes in stockholders’ equity and cash flows for the periods indicated. (d) There are no liabilities of the Company and its consolidated Subsidiaries for the respective fiscal periods or as any of the respective dates therein set forthSubsidiaries of any kind whatsoever, subjectwhether or not accrued and whether or not contingent or absolute, that are material to the Company and the Subsidiaries, taken as a whole, other than (i) liabilities disclosed or provided for in the Company Financial Statements, (ii) liabilities disclosed in the SEC Reports, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, and (iv) liabilities incurred in the ordinary course of business consistent with past practice since March 31, 2005, none of which in the case of any unaudited financial statementsclause (iv) are, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein individually or in the notes thereto andaggregate, in reasonably likely to be material to the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SECCompany. (iiie) Except as disclosed The Company has heretofore furnished or made available to Parent and listed in the Company ReportsDisclosure Letter a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under as exhibits to the SEC Reports pursuant to the Securities Act that have not been disclosed in and the Company Reportsrules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder.

Reports; Financial Statements. (a) AIN has delivered to HTV audited financial statements for the periods ending December 31, 1997 and December 31, 1998. AIN has also delivered to HTV (i) The Company has filed an unaudited balance sheet of AIN as of June 30, 1999, and (ii) pro forma unaudited balance sheets and statements of income, stockholders' equity and cash flows as of June 30, 1999. Such audited and unaudited historical financial statements, including any such financial statements and schedules to be contained in AIN SEC reports (or incorporated by referenced therein) (i) are in accordance with or furnished to the SEC, as applicable, books and records of AIN in all material respects and have been prepared in accordance with the published rules and regulations of the SEC and generally accepted accounting principles applied on a consistent basis throughout the periods involved (except (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022to the extent disclosed therein or required by changes in generally accepted accounting principles, and (B) all other forms, reports, schedules and other statements required to be filed or furnished by it with in the SEC under case of the Exchange Act or the Securities Act since December 31, 2022 (collectively, the “Company Reports”). As of its respective date, and, if amendedunaudited financial statements, as of permitted by the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading. SEC) and (ii) Each of the consolidated balance sheets, and the related consolidated statements of operations, stockholders’ equity and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or AIN as of the respective dates therein set forth, subject, in thereof and the case results of any unaudited financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during operations and cash flows for the periods involved, except as otherwise set forth therein or in the notes thereto andindicated (except, in the case of unaudited financial statementsstatements for interim periods, except for the absence of footnote disclosurefootnotes and subject to adjustments, consisting only of normal, recurring accruals, necessary to present fairly such results of operations and cash flows). (b) Except as and to the extent set forth on the unaudited balance sheet of AIN and its subsidiaries as of June 30, 1999, including the notes thereto, neither AIN or any of its subsidiaries has any liabilities or obligations material to AIN and its subsidiaries that are not referenced on such balance sheet. Except as set forth in Section 4.07 of the AIN Disclosure ------------- Schedule, since June 30, 1999, neither AIN nor any of its subsidiaries has incurred any liabilities except for (i) liabilities or obligations incurred in the ordinary course of business and consistent with past practice which do not have an AIN Material Adverse Effect, and (Dii) otherwise comply for professional fees and expenses incurred in all material respects connection with the requirements or as a result of the SECMerger. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (ia) The Company has filed all required forms, reports and documents with or furnished to the SECSEC since January 1, 1998, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as applicableamended (the "Securities Act"), and the Exchange Act, each as in effect on the dates such forms, reports and documents were filed. The Company has heretofore delivered to Parent, in the form filed with the SEC (including any amendments thereto), (Ai) its annual report Annual Reports on Form 10-K for its each of the fiscal year years ended December 31, 20221998, 1999 and 2000, respectively, (ii) all definitive proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 1998, and (Biii) all other forms, reports, schedules and other reports or registration statements required to be filed or furnished by it the Company with the SEC under since January 1, 1998 (the Exchange Act or the Securities Act since December 31, 2022 (collectively, the “"Company SEC Reports”"). As None of its respective datesuch forms, andreports or documents, if amendedincluding any financial statements or schedules included or incorporated by reference therein, as of the date of the last such amendmentcontained, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Actwhen filed, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (ii) Each . The consolidated financial statements of the consolidated balance sheets, and the related consolidated statements of operations, stockholders’ equity and cash flows, Company included in the Company SEC Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates shown thereof and the their consolidated results of the consolidated operations, operations and changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries financial position for the respective fiscal periods or as of the respective dates therein set forth, then ended (subject, in the case of any the unaudited interim financial statements, to normal recurring year-end adjustments). Since January 1, 1998, there has not been any change, or any application or request for any change, by the Company or any of its subsidiaries in accounting principles, methods or policies for financial accounting or Tax purposes (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto andsubject, in the case of the unaudited interim financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SECto normal year-end adjustments). (iiib) The Company and each of its subsidiaries have timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 1998 with any U.S., state or foreign regulatory authorities or self-regulatory organization (each, a "Regulatory Agency" "), and have paid all material fees and assessments due and payable in connection therewith. Except as disclosed for normal examinations conducted by a Regulatory Agency in the Company Reports, regular course of the business of the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under subsidiaries, no Regulatory Agency has initiated any proceeding or investigation or, to the Exchange Act) sufficient to provide reasonable assurance regarding the reliability knowledge of the Company’s financial reporting and , threatened any investigation into the preparation business or operations of the Company financial statements or any of its subsidiaries since December 31, 1998, except for external purposes in accordance with GAAP. (iv) Except as disclosed such proceedings or investigations which would not reasonably be expected, individually or in the Company Reports and other than the transactions contemplated by this Agreementaggregate, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in a material adverse effect on the Company Reportsand its subsidiaries taken as a whole.

Reports; Financial Statements. It has delivered to the Company and each Stockholder, each registration statement, report, proxy statement or information statement prepared by it since June 30, 1996 (including exhibits, annexes and any amendments thereto), including, without limitation, its (i) The Company has filed with or furnished to the SEC, as applicable, (A) its annual report Annual Report on Form 10-K KSB for its fiscal the year ended June 30, 1996 (the "STI Audit Date"), (ii) definitive proxy statement filed in connection with such annual report; and (iii) quarterly reports on Form 10-QSB for the quarters ended September 30, 1996, December 30, 1996 and March 31, 2022, and (B) all other forms, reports, schedules and other statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2022 1997 (collectively, including any such reports filed subsequent to the “Company date hereof and prior to the Closing Date, the "STI Reports”"). As of its their respective datedates, and, if amended, as of the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained STI Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading. (ii) . Each of the consolidated balance sheets, and sheets included in or incorporated by reference into the STI Reports (including the related consolidated statements of operations, stockholders’ equity notes and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (Bschedules) fairly present in all material respects presents the consolidated financial position of the Company STI and its consolidated Subsidiaries as of its date and each of the dates shown consolidated statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the STI Reports (including any related notes and schedules) fairly presents the results of the consolidated operations, retained earnings, cash flows and changes in stockholders’ equity and cash flows ' equity, as the case may be, of the Company it and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates set forth therein set forth, (subject, in the case of any unaudited financial statements, to notes and normal recurring year-end adjustmentsaudit adjustments that will not be material in amount or effect), (C) have been prepared in each case in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in may be noted therein. To the notes thereto andbest of their knowledge, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as STI's executive officers have disclosed in to the Company Reports, all facts relating to the Company STI and its Subsidiaries have established operations and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient assets material to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, . No representation or series of related transactions, agreements, arrangements warranty made by STI in this Agreement and in any certificate furnished to the Company or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required the Company Stockholders pursuant to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed this Agreement and in the STI Disclosure Letter contains or as of the Closing Date will contain any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading. The representations and warranties made herein are made by STI with the knowledge and expectation that the Company Reportsand the Company Stockholders are placing reliance thereon.

Reports; Financial Statements. (i) The Company has filed with or furnished to the SEC, as applicable, (A) its annual report Company’s Annual Report on Form 10-K for its fiscal year the years ended December 31, 20222009 and December 31, 2010, Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 and all Current Reports on Form 8-K filed to date (Bthe “Reports”) all other forms, reports, schedules and other statements required to be have been filed or furnished by it with the SEC under and the Exchange Act or the Securities Act since December 31, 2022 (collectively, the “Company Reports”). As of its respective date, and, if amended, as of the date of the last such amendment, each Company Report Reports complied in all material respects as to form with the applicable requirements rules of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder SEC applicable to such Company Report. As of its respective dateReports on the date filed with the SEC, andand the Reports did not contain, if amended, as of on the date of filing with the last such amendmentSEC, no Company Report contained any untrue statement of a material fact fact, or omitted omit to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not materially misleading. (ii) Each . Other than as filed with the SEC, the Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since June 14, 2011. All of the consolidated balance sheets, and the related consolidated financial statements of operations, stockholders’ equity and cash flows, included in the Reports (the “Company Reports filed with the SEC under the Exchange Act Financial Statements”): (Aa) have been prepared fromfrom and on the basis of, and are in accordance with, the books and records of the Company and its Subsidiaries, with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (Bb) fairly and accurately present in all material respects the consolidated financial position condition of the Company and its consolidated Subsidiaries as of the dates shown date of each such Company Financial Statement and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries operations for the respective fiscal periods or as of the respective dates therein set forth, subject, specified; and (c) in the case of any unaudited the annual financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during are accompanied by the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability audit opinion of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) independent public accountants. Except as disclosed set forth in the Company Reports and Financial Statements, as of the date hereof, the Company has no liabilities other than the transactions contemplated by this Agreement, there has been no transaction, (x) liabilities which are reflected or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed reserved against in the Company ReportsFinancial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of business of the Company since March 31, 2011, or (z) liabilities incurred as a result of this Agreement or which were not required by generally accepted accounting principles to be reflected or reserved on the Company Financial Statements.

Reports; Financial Statements. (a) QRI has heretofore delivered to the Company (i) The Company an unaudited balance sheet of QRI as of June 30, 1998, and (ii) statements of income, stockholders' equity and cash flows for the period beginning with inception and ending June 30, 1998. QRI has filed with or furnished also delivered to the SECCompany (i) an unaudited balance sheet of QRI as of June 30, 1998, and (ii) pro forma unaudited balance sheets and statements of income, stockholders' equity and cash flows as applicableof June 30, 1998, giving effect to the Formation Transactions. Such unaudited historical financial statements, including any such financial statements and schedules to be contained in the Registration Statement on Form S-4 (as defined in Section 6.02 hereof) (i) are and will be in accordance with the books and records of QRI in all material respects and have been prepared in accordance with the published rules and regulations of the SEC and generally accepted accounting principles applied on a consistent basis throughout the periods involved (except (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022to the extent disclosed therein or required by changes in generally accepted accounting principles, and (B) all other forms, reports, schedules and other statements required to be filed or furnished by it with in the SEC under case of the Exchange Act or the Securities Act since December 31, 2022 (collectively, the “Company Reports”). As of its respective date, and, if amendedunaudited financial statements, as of permitted by the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading. SEC) and (ii) Each of the consolidated balance sheets, and the related consolidated statements of operations, stockholders’ equity and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or QRI as of the respective dates therein set forth, subject, in thereof and the case results of any unaudited financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during operations and cash flows for the periods involved, except as otherwise set forth therein or in the notes thereto andindicated (except, in the case of unaudited financial statementsstatements for interim periods, except for the absence of footnote disclosurefootnotes and subject to adjustments, consisting only of normal, recurring accruals, necessary to present fairly such results of operations and cash flows). Such unaudited pro forma financial statements delivered by QRI to the Company fairly present QRI's pro forma financial position and statements of operation as of and for the periods scheduled therein, and (D) otherwise comply in all material respects with the requirements of pro forma adjustments giving effect to the SEC. (iii) Except as disclosed Formation Transactions have been properly applied to the historical amounts in the Company Reports, the Company and its Subsidiaries have established and maintained a system compilation of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAPthose statements. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (i) The Company Parent has filed with or furnished made available to the SECCompany each registration statement, as applicablereport, (A) proxy statement or information statement prepared by it since March 31, 1999, including its annual report Annual Report on Form 10-K for its fiscal year the years ended December March 31, 20221999, March 31, 2000 and March 31, 2001 in the form (Bincluding exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date of this Agreement, its "Reports"). Since March 31, 1999, the Parent has made all other forms, reports, schedules and other statements filings required to be filed or furnished made by it with the SEC under the Exchange Act or the Securities Act since December 31of 1933, 2022 (collectively, the “Company Reports”). As of its respective date, and, if as amended, as of the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its their respective datedates, and, if amended, as of the date of the last such amendment, no Company Report contained Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading. (ii) . Each of the consolidated balance sheets, and sheets included in or incorporated by reference into the Reports (including the related consolidated statements of operations, stockholders’ equity notes and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (Bschedules) fairly present in all material respects presents the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of the dates shown its date and the results each of the consolidated statements of income and of cash flows included in or incorporated by reference into the Reports (including any related notes and schedules) fairly presents the consolidated results of operations, changes in stockholders’ equity retained earnings and cash flows flows, as the case may be, of the Company Parent and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates set forth therein set forth, (subject, in the case of any unaudited financial statements, to notes and normal recurring year-end adjustmentsaudit adjustments that will not be material in amount or effect), (C) have been prepared in each case in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SECmay be noted therein. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (a) Since April 4, 2000, Buyer and its subsidiaries have filed all forms, reports, statements and other documents required to be filed with the SEC, including, without limitation, (i) The Company has filed with or furnished to the SEC, as applicable, (A) its annual report all Annual Reports on Form 10-K for its fiscal year ended December 31K, 2022(ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of stockholders (whether annual or special) and (Biv) all other forms, reports, schedules and other statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2022 Current Reports on Form 8-K (collectively, the “Company "Buyer SEC Reports”"). As of its respective dateThe Buyer SEC Reports, and, if amended, as of including all Buyer SEC Reports filed after the date of this Agreement and prior to the last such amendmentEffective Time, each Company Report complied were or will be prepared in all material respects as to form in accordance with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and any the rules and regulations promulgated of the SEC thereunder applicable to such Company ReportBuyer SEC Reports. As of its respective dateThe Buyer SEC Reports, and, if amended, as of including all Buyer SEC Reports filed after the date of this Agreement and prior to the last such amendmentEffective Time, no Company Report contained did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (iib) Each of the consolidated balance sheetsfinancial statements (including, and the in each case, any related consolidated statements of operations, stockholders’ equity and cash flows, included notes thereto) contained in the Company Buyer SEC Reports filed with prior to the SEC under the Exchange Act Effective Time (Ai) have been or will be prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects in accordance with the published rules and regulations of the SEC and GAAP applied on a consistent basis throughout the periods involved (except (A) to the extent required by changes in GAAP and (B) with respect to the Buyer SEC Reports filed prior to the date of this Agreement, as may be indicated in the notes thereto) and (ii) fairly present or will fairly present the consolidated financial position of the Company Buyer and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or subsidiaries as of the respective dates therein set forththereof and the consolidated results of operations and cash flows for the periods indicated, subject, in the case of except that any unaudited interim financial statements, statements were or will be subject to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (i) The Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company has filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other required forms, reports, schedules reports and other statements required to be filed or furnished by it documents with the SEC under the Exchange Act or the Securities Act since December 31January 1, 2022 (collectively, the “Company Reports”). As of its respective date, and, if amended, as of the date of the last such amendment1999, each Company Report of which has complied in all material respects as to form with the all applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Securities Exchange Act of 1934, as amended (the "EXCHANGE Act"), and any and, in each case, the rules and regulations promulgated thereunder applicable to such Company Report. As of its respective dateforms, andreports and documents, if amendedeach as in effect on the dates such forms, as of reports and documents were filed, except to the extent that such forms, reports and documents have been modified or superceded by later forms, reports and documents filed prior to the date of this Agreement. The Company has made available to Parent, in the last form filed with the SEC (including any amendments thereto), (i) its Annual Reports on Form 10-K for each of the fiscal years ended December 31, 1999, 2000 and 2001, respectively, (ii) all definitive proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 1999, and (iii) all other reports or registration statements filed by the Company with the SEC since January 1, 1999 (collectively, the "COMPANY SEC REPORTS"). Except as set forth in Section 3.4 of the Company Disclosure Schedule, none of such amendmentforms, no Company Report contained reports or documents, including any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (ii) Each , except to the extent that such statements have been modified or superceded by later Company SEC Reports filed prior to the date of this Agreement. The Company has complied in all material respects with the requirements of the Sarbanes-Oxley Act of 2002 (the "S-O ACT"). Except as set forth in Sectixx 0.0 xx xxx Company Disclosure Schedule, the consolidated balance sheets, and the related consolidated financial statements of operations, stockholders’ equity and cash flows, the Company included in the Company SEC Reports (except to the extent such statements have been amended or modified by later Company SEC Reports filed prior to the date of this Agreement) filed prior to the date of this Agreement complied as to form in all material respects with applicable accounting standards and the published rules and regulations of the SEC under the Exchange Act (A) have been prepared from, with respect thereto and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects respects, in conformity with generally accepted accounting principles ("GAAP") (except, in the case of interim financial statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates shown thereof and the consolidated results of the consolidated operations, changes in stockholders’ equity their operations and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, then ended (subject, in the case of any the unaudited interim financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC). (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (ia) The Company has filed with or furnished Since February 19, 1999, the Company, and to the SECbest of the Company's knowledge, as applicablefrom January 1, (A) its annual report on Form 10-K for its fiscal year ended December 311997 until February 19, 20221999, and (B) the Company's predecessor ABC Rail Products Corporation, have filed all other required forms, reports, schedules reports and other statements documents with the SEC required to be filed or furnished by it with pursuant to the SEC under federal securities laws and the Exchange Act or the Securities Act since December 31, 2022 rules and regulations promulgated thereunder (collectively, the “Company Reports”"SEC Documents"). As , all of its respective date, and, if amended, which have complied as of the date of the last such amendment, each Company Report complied their ------------- respective filing dates in all material respects as to form with the all applicable requirements of the Securities Act and the Exchange Act. None of such forms, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of reports or documents at the date of the last such amendment, no Company Report time filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (ii) Each . Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document filed and publicly available prior to the date hereof, none of the consolidated balance sheetsSEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, and in light of the related consolidated circumstances under which they were made, not misleading. The financial statements of operations, stockholders’ equity and cash flows, the Company included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as of the dates shown thereof and the consolidated results of the consolidated operations, changes in stockholders’ equity its operations and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, then ended (subject, in the case of any unaudited statements, to normal year-end audit adjustments that, individually or in the aggregate are not material to a fair presentation of the consolidated financial position of the Company and its Subsidiaries). (b) The unaudited financial statements for the Company and its Subsidiaries for the five (5) month period ended December 31, 1999, and the unaudited consolidated pro forma financial statements for the calendar year ended December 31, 1999 (such unaudited financial statements, together with the unaudited quarterly financial statements for the quarter ended October 31, 1999 are referred to normal recurring year-end adjustmentsas the "Interim Financial Statements"), (C) provided to Investors ---------------------------- comply as to form in all material respects with applicable accounting requirements, have been prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved, involved (except as otherwise set forth therein or may be indicated in the notes thereto and, in thereto) and fairly present the case consolidated financial position of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting date thereof and the preparation consolidated results of Company financial statements their operations and cash flows for external purposes in accordance with GAAP. the periods then ended (iv) Except as disclosed subject to normal year end audit adjustments that that, individually or in the Company Reports and other than aggregate are not material to a fair presentation of the transactions contemplated by this Agreement, there has been no transaction, or series consolidated financial position of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reportsand its Subsidiaries).

Reports; Financial Statements. (ia) The Company Each of Foundation and its Subsidiaries has timely filed with or furnished to the SEC, transmitted (as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other forms, reports, schedules statements and other statements certifications required to be filed or furnished transmitted by it with or to the SEC under the Exchange Act since January 1, 2006 (such documents filed or the Securities Act otherwise transmitted since December 31January 1, 2022 (collectively2006, the “Company Foundation SEC Reports”). As of its their respective datedates, andor, if amended, as of the date of the last such amendmentamendment prior to the date hereof, each Company Report the Foundation SEC Reports complied as to form in all material respects as to form with the all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and, and any in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Company Reportthereunder. As None of its respective datethe Foundation SEC Reports, andincluding any financial statements or schedules included or incorporated by reference therein, at the time filed or transmitted (or, if amendedamended or superseded by a subsequent filing, as of the date of the last such amendmentamendment or superseding filing prior to the date hereof), no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. No executive officer of Foundation or any of its Subsidiaries has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Foundation SEC Report. True, correct and complete copies of all Foundation SEC Reports filed or furnished prior to the date of this Agreement, whether or not required under applicable Law, have been furnished to Alpha or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. Prior to the date hereof, Foundation has made available to Alpha true, correct and complete copies of all substantive written correspondence between the SEC, on the one hand, and Foundation and its Subsidiaries, on the other hand, since January 1, 2006. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff. To the knowledge of Foundation, as of the date of this Agreement, none of the Foundation SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. (iib) Each Except for Foundation Holdings Subsidiary, none of Foundation’s Subsidiaries is, or since January 1, 2006 has been, required to file periodic reports with the SEC pursuant to the Exchange Act. (c) All of Foundation’s Subsidiaries are consolidated balance sheets, for accounting purposes. The audited and unaudited consolidated financial statements (including the related consolidated statements notes thereto) of operationsFoundation included (or incorporated by reference) (i) in Foundation’s Annual Report on Form 10-K for its fiscal year ended December 31, stockholders’ equity and cash flows, included in 2008 (the Company Reports “Balance Sheet Date”) filed with the SEC under prior to the Exchange Act date of this Agreement, as amended or supplemented by filings with the SEC made prior to the date of this Agreement (Athe “Foundation 2008 10-K”) and in Foundation’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009 filed with the SEC prior to the date of this Agreement, as amended or supplemented by filings with the SEC made prior to the date of this Agreement and (ii) in the Foundation SEC Reports filed or otherwise transmitted with or to the SEC related to periods ending after March 31, 2009, have been prepared from, and are in accordance with, with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the books periods involved (except as may be indicated in the notes thereto) and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company Foundation and its consolidated Subsidiaries as of the dates shown their respective dates, and the consolidated income, shareholders equity, results of the consolidated operations, operations and changes in stockholders’ equity and consolidated financial position or cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forthpresented therein; provided that unaudited interim financial statements may not contain footnotes required by GAAP and are subject to normal, subject, in the case of any unaudited financial statements, to normal recurring year-end adjustmentsadjustments that are not material in nature or amount. (d) The records, systems, controls, data and information of Foundation and its Subsidiaries are recorded, stored, maintained and operated under means (Cincluding any electronic, mechanical or photographic process, whether computerized or not) have been prepared in accordance with GAAP consistently applied during that are under the periods involvedexclusive ownership and direct control of Foundation or its accountants (including all means of access thereto and therefrom), except as otherwise set forth therein for any nonexclusive ownership and nondirect control that has not had and would not reasonably be expected to have, individually or in the notes thereto andaggregate, a material adverse effect on the system of internal accounting controls described below in the case of unaudited financial statements, except for the absence of footnote disclosure, this Section 3.5(d). Foundation has implemented and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained maintains a system of internal control over financial reporting (as defined in required by Rule 13a-15 13a-15(a) under the Exchange Act) sufficient that is designed to provide reasonable assurance assurances regarding the reliability of the Company’s financial reporting and the preparation of Company its consolidated financial statements for external purposes in accordance with GAAP. , and such system of internal control over financial reporting is effective. Foundation (ivi) Except has implemented and maintains disclosure controls and procedures (as disclosed in required by Rule 13a-15(a) of the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, Exchange Act) that would be are designed to ensure that information required to be disclosed by Foundation in the reports it files or submits under Item 404 the Exchange Act is recorded, processed, summarized and reported within the time frames specified by the SEC’s rules and forms (and such disclosure controls and procedures are effective) and (ii) has disclosed, based on its most recent evaluation of Regulation Sits system of internal control over financial reporting prior to the date of this Agreement, to Foundation’s outside auditors and the audit committee of the Foundation Board (A) any significant deficiencies and material weaknesses in the design or operation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be expected to adversely affect Foundation’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Foundation’s internal controls over financial reporting. Prior to the date hereof, a true, correct and complete summary of any such disclosures made to Foundation’s auditors and the audit committee of the Foundation Board has been provided to Alpha and is set forth as Section 3.5(d) of the Foundation Disclosure Schedule. (e) Since January 1, 2006, (i) neither Foundation nor any of its Subsidiaries nor, to the knowledge of Foundation, any director, officer, employee, auditor, accountant or representative of Foundation or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Foundation or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Foundation or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Foundation or any of its Subsidiaries, whether or not employed by Foundation or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Foundation or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Foundation Board or any committee thereof or to any director or officer of Foundation or any of its Subsidiaries. (f) To the knowledge of Foundation, no employee of Foundation nor any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Foundation or any of its Subsidiaries. Neither Foundation or any of its Subsidiaries nor, to the knowledge of Foundation, any director, officer, employee, contractor, subcontractor or agent of Foundation or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Foundation or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act. (g) Neither Foundation nor any of its Subsidiaries has any liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise, known or unknown, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under GAAP, other than liabilities (i) as and to the extent reflected or reserved against on the consolidated balance sheet of Foundation dated as of the Balance Sheet Date included in Foundation 2008 10-K promulgated by the SEC under the Securities Act that have not been disclosed or in the Company Reportsnotes thereto, (ii) incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date, or (iii) that would not have or reasonably be expected to have, individually or in the aggregate, a Foundation Material Adverse Effect.

Reports; Financial Statements. (i) The Company has filed with or furnished to the SECfurnished, as applicable, (A) its annual report on Form 10-K for its the fiscal year ended July 1, 2023, (B) its quarterly reports on Form 10-Q for its fiscal quarters ended September 30, 2023 and December 3130, 20222023, (C) its proxy statement relating to the annual meeting of the stockholders of the Company held in November 2023 and (BD) all other forms, reports, schedules schedules, prospectuses, registration statements and other statements and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31July 1, 2022 2023 (collectively, the “Company Reports”). As of its respective date, and, if amended, as of the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading.misleading.‌ (ii) Each of the The consolidated balance sheetssheet, and the related consolidated statements statement of operationsincome, stockholders’ equity and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of any unaudited financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosurethereto, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed The consolidated balance sheet, and the related consolidated statement of income, changes in equity and cash flows of the Company ReportsTarget (A) have been prepared from, and are in accordance with, the Company books and records of the Target and its Subsidiaries have established and maintained a system of internal control over Subsidiaries, (B) fairly present in all material respects the consolidated financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability position of the Company’s financial reporting Target and its consolidated Subsidiaries as of the dates shown and the preparation results of Company financial statements the consolidated operations, changes in stockholders’ equity and cash flows of the Target and its consolidated Subsidiaries for external purposes in accordance with GAAP. (iv) Except the respective fiscal periods or as disclosed in of the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.respective dates therein set forth and

Reports; Financial Statements. (i) The 3.5.1 Since February 26, 2007, the Company has timely filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other forms, reports, schedules statements, certifications and other statements documents (the “Company SEC Reports”) required to be filed or furnished by it with the SEC under the Exchange Act or to the Securities Act since December 31, 2022 and Exchange Commission (collectively, the “Company ReportsSEC”). As , all of its respective datewhich have complied, and, if amendedas to form, as of the date of the last such amendment, each Company Report complied their respective filing dates in all material respects as to form with the all applicable requirements of the Securities Act, the Exchange Act and the Exchange ActXxxxxxxx-Xxxxx Act of 2002 and, and any in each case, the rules and regulations of the SEC promulgated thereunder applicable thereunder. None of the Company SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or furnished, and giving effect to such Company Report. As of its respective date, and, if amended, as of any amendments or supplements thereto filed prior to the date of the last such amendmentthis Agreement, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (ii) Each . To the knowledge of the consolidated balance sheetsCompany, and the related consolidated statements none of operations, stockholders’ equity and cash flows, included in the Company SEC Reports filed is the subject of ongoing SEC review or outstanding SEC comment. None of the Company’s Subsidiaries is required to file periodic reports with the SEC under pursuant to the Exchange Act (A) have been prepared from, and are Act. 3.5.2 Except in accordance withthe case of unaudited financial statements as permitted by Form 6-K, the books audited and records unaudited consolidated financial statements (including the related notes thereto) of the Company and its SubsidiariesSubsidiaries included (or incorporated by reference) in the Company SEC Reports, as amended or supplemented prior to the date of this Agreement, have been prepared in accordance with GAAP (Bexcept as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes as required by GAAP) applied on a consistent basis and fairly present present, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown their respective dates, and the consolidated income, stockholders equity, results of the consolidated operations, operations and changes in stockholders’ equity and consolidated financial position or cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates presented therein set forth, (subject, in the case of any unaudited financial statements, to normal and recurring year-end adjustments, (C) have been prepared adjustments that are not material in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein amount or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability nature). All of the Company’s financial reporting and the preparation of Company financial statements Subsidiaries are consolidated for external purposes in accordance with GAAPaccounting purposes. (iv) Except as disclosed in 3.5.3 To the Company’s knowledge, neither the Company Reports and other than the transactions contemplated by this Agreementnor any of its Subsidiaries has any liabilities, there has been no transactionobligations, claims or series of related transactionslosses (whether liquidated or unliquidated, agreementssecured or unsecured, arrangements absolute, accrued, contingent or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, otherwise) that would be required to be disclosed under Item 404 of Regulation S-K promulgated by on the Company’s most recent consolidated balance sheet filed with the SEC under (including the Securities Act notes thereto) in conformity with GAAP that have are not been disclosed in the Company SEC Reports or reserved on the most recent consolidated balance sheet of the Company included in the Company SEC Reports, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses since December 31, 2007 or which, individually or in the aggregate, do not or would not reasonably be expected to have a Material Adverse Effect.

Reports; Financial Statements. (ia) The Company Parent has filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other forms, reports, schedules registration statements and other statements documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31January 1, 2022 1999 (collectivelysuch forms, reports, registration statements and documents, together with any amendments thereto, the “Company ReportsParent SEC Filings”). As of its their respective datedates, and, if amended, the Parent SEC Filings (i) comply as of the date of the last such amendment, each Company Report complied to form in all material respects as to form with the applicable requirements of the Securities Act and the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained (ii) do not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. . No event or circumstance has occurred or information exists with respect to Parent or its business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by Parent but which has not been so publicly announced or disclosed (ii) Each assuming for this purpose the preparation of an effective registration statement filed by Parent under the consolidated balance sheets, and the related consolidated statements of operations, stockholders’ equity and cash flows, included in the Company Reports Securities Act into which Parent’s reports filed with the SEC under the Exchange Act are incorporated by reference). (Ab) have been The audited financial statements and unaudited interim financial statements included or incorporated by reference in the Parent SEC Filings (i) were prepared from, and are in accordance with, with GAAP applied on a consistent basis during the books and records of periods involved (except as may be indicated therein or in the Company and its Subsidiariesnotes thereto), (Bii) fairly present complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iii) fairly present the consolidated financial position of the Company and its consolidated Subsidiaries Parent as of the dates shown thereof and the results of the consolidated operationsincome, cash flows, and changes in stockholders’ stockholder’s equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of any unaudited financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (i) The Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company has timely filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other required forms, reports, schedules reports and other statements required to be filed or furnished by it documents with the SEC under the Exchange Act or the Securities Act since December 31January 1, 2022 (collectively, the “Company Reports”). As of its respective date, and, if amended, as of the date of the last such amendment2004, each Company Report of which has complied in all material respects as to form with the all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and, in each case, the rules and regulations promulgated thereunder applicable to such Company Report. As of its respective dateforms, andreports and documents, if amendedeach as in effect on the dates such forms, as of reports and documents were filed, except to the extent that such forms, reports and documents have been modified, amended or superseded by later forms, reports and documents filed prior to the date of this Agreement. The Company has made available to Parent, in the last form filed with the SEC (including any amendments thereto), (i) its Annual Reports on Form 10-K for each of the fiscal years ended December 31, 2003, 2004 and 2005, respectively, (ii) all definitive proxy statements relating to the Company’s meetings of stockholders (whether annual or special) held since January 1, 2004, and (iii) all other reports or registration statements filed by the Company with the SEC since January 1, 2004 (collectively, the “Company SEC Reports”). The Company has made available to the Parent copies of all SEC comment letters addressed to the Company since January 1, 2004. Except as set forth in Section 3.4 of the Company Disclosure Schedule, none of such amendmentforms, no Company Report contained reports or documents, including any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (ii) Each , except to the extent that such statements have been modified, amended or superseded by later Company SEC Reports filed prior to the date of this Agreement. The Company has complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 (the “S-Ox Act”), including, without limitation, all certifications and internal controls required pursuant to the S-Ox Act. Except as set forth in Section 3.4 of the Company Disclosure Schedule, the consolidated balance sheets, and the related consolidated financial statements of operations, stockholders’ equity and cash flows, the Company included in the Company SEC Reports (except to the extent such statements have been amended or modified by later Company SEC Reports filed prior to the date of this Agreement) filed prior to the date of this Agreement complied as to form in all material respects with applicable accounting standards and the published rules and regulations of the SEC under the Exchange Act (A) have been prepared from, with respect thereto and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects respects, in conformity with generally accepted accounting principles (“GAAP”) (except, in the case of interim financial statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates shown thereof and the consolidated results of the consolidated operations, changes in stockholders’ equity their operations and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, then ended (subject, in the case of any the unaudited interim financial statements, to normal recurring year-end adjustments, (C) have been prepared ). There are no outstanding or unresolved comments in accordance comment letters received from the SEC staff with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the respect to any Company SEC Reports, the . The Company and its Subsidiaries have established and maintained maintains a system of internal control over financial reporting (as defined in Rule 13a-15 under Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that the Company maintains records that in reasonable detail accurately and fairly reflect its transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are executed only in accordance with authorizations of management and the Company Board and (iv) regarding prevention of timely detection of the reliability unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) statements. Except as disclosed in the Company Reports and other than SEC Reports, the transactions contemplated by this Agreement, there Company has been no transaction, or series not identified as of related transactions, agreements, arrangements or understandings, nor is there the date hereof any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed material weaknesses in the design or operation of the Company’s internal control over financial reporting. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or, to the Knowledge of the Company, threatened in each case regarding any accounting practices of the Company Reportsor any malfeasance by any director or executive officer of the Company.

Reports; Financial Statements. (i) The Company 3.1.5.1 Carnival has filed with or furnished made available to the SEC, as applicable, P&O Princess copies of (A) each registration statement, report, or other document prepared by it or its annual report Subsidiaries and filed with the United States Securities and Exchange Commission (the "SEC") since November 30, 2001 (the "Carnival Audit Date"), including Carnival's Annual Report on Form 10-K for its fiscal the year ended December November 30, 2001 and Quarterly Reports on Form 10-Q for the quarters ended February 28, 2002, May 31, 20222002 and August 31, 2002, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such registration statement, report, or other document filed with the SEC subsequent to the date hereof, the "Carnival Reports") and (B) all other formscirculars, reports, schedules reports and other statements required documents distributed by Carnival to be its shareholders since the Carnival Audit Date (it being understood that all documents filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2022 (collectively, the “Company Reports”shall be deemed to have been made available for purposes of this Section 3.1. 5.1). As of its their respective datedates, and, if amended, as of the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange ActCarnival Reports did not, and any rules and regulations promulgated thereunder applicable Carnival Reports filed with the SEC subsequent to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendmenthereof will not, no Company Report contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (ii) . Each of the consolidated balance sheetssheets included in or incorporated by reference into the Carnival Reports (including the related notes and schedules) fairly presents, or in the case of those filed with the SEC after the date hereof will fairly present, in all material respects, the consolidated financial position of Carnival and its Subsidiaries as of its date and each of the related consolidated statements of operations, stockholders’ shareholders' equity and cash flows, flows included in or incorporated by reference into the Company Carnival Reports (including any related notes and schedules) fairly presents, or in the case of those filed with the SEC under after the Exchange Act (A) have been prepared fromdate hereof will fairly present, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, retained earnings and changes in stockholders’ equity and cash flows flows, as the case may be, of the Company Carnival and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates set forth therein set forth, (subject, in the case of any unaudited financial statements, to notes and normal recurring year-end adjustmentsaudit adjustments that are not expected to be material in amount or effect), (C) have been prepared in each case in accordance with US GAAP consistently applied during the periods involved, involved except as otherwise set forth therein may be noted therein. All of the Carnival Reports, as of their respective dates (and as of the date of any amendment to the respective Carnival Report), complied, or in the notes thereto and, in the case of unaudited financial statementsthose filed with the SEC after the date hereof will comply, except for the absence of footnote disclosure, and (D) otherwise comply as to form in all material respects with the applicable requirements of the SEC. (iii) Securities Act and the Exchange Act. Except as disclosed in the Company ReportsCarnival Reports filed prior to the date hereof, the Company Carnival and its consolidated Subsidiaries have established and maintained not incurred any liabilities that are of a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, nature that would be required to be disclosed under Item 404 on a balance sheet of Regulation SCarnival and its consolidated Subsidiaries or the footnotes thereto prepared in conformity with US GAAP, other than (A) liabilities incurred in the ordinary course of business consistent with past practice, (B) liabilities incurred in accordance with Section 4.1, (C) liabilities for Taxes in respect of income, profits or gains earned in the ordinary course of business or (D) liabilities that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect with respect to Carnival. 3.1.5.2 P&O Princess has made available to Carnival copies of (A) each registration statement, report or other document prepared by it or its Subsidiaries and filed with, or furnished to, the SEC since December 31, 2001 (the "P&O Princess Audit Date", with the P&O Princess Audit Date and the Carnival Audit Date each being referred to herein as the relevant Party's "Audit Date"), including P&O Princess' Annual Report on Form 20-F for the year ended December 31, 2001 and interim financial Reports on Form 6-K promulgated by for the quarters ended March 31, 2002, June 30, 2002 and September 30, 2002, each in the form (including exhibits, annexes and any amendments thereto) filed with, or furnished to, the SEC under (collectively, including any such registration statement, report or other document filed with, or furnished to, the Securities Act SEC subsequent to the date hereof, the "P&O Princess US Reports"); and (B) all circulars, reports and other documents distributed by P&O Princess to its shareholders since the P&O Princess Audit Date (it being understood that all documents filed with the SEC shall be deemed to have not been disclosed in the Company Reportsmade available for purposes of this Section 3.1.5.

Reports; Financial Statements. (i) The Company has filed with or furnished to the SECfurnished, as applicable, (A) its annual report on Form 10-K for its the fiscal year years ended December 31, 20222014, (B) its quarterly report on Form 10-Q for its fiscal quarter ended April 4, 2015, (C) its proxy statement relating to the annual meeting of the stockholders of the Company held in 2015 and (BD) all other forms, reports, schedules and other statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2022 2014 (collectively, the “Company Reports”). As of its respective date, and, if amended, as of the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report (including, for purposes of this sentence, the Draft 10-Q) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading. (ii) Each of the consolidated balance sheets, and the related consolidated statements of operationsincome, changes in stockholders’ equity and cash flows, included in the Company Reports filed with the SEC under the Exchange Act and included in the Draft 10-Q (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of any unaudited financial statements, to normal recurring year-end audit adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto andthereto, and in the case of unaudited financial statements, statements except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (i) The Company Since December 31, 1995, SFX Broadcasting has filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) SEC all other forms, reports, schedules reports and other statements documents required to be filed or furnished by it with pursuant to the SEC under the Exchange Securities Act or the Securities Exchange Act since December 31, 2022 (collectively, the “Company Reports”). As of its respective date, and, if amended1934, as amended (the "Exchange Act"), and the rules and regulations of the date SEC thereunder, all of the last such amendment, each Company Report which have complied as of their respective filing dates in all material respects as to form with the applicable requirements provisions of the Securities Act and the Exchange Act, and any the rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date SEC thereunder, and none of such forms, reports or documents, including without limitation any financial statements or schedules included therein, at the last such amendmenttime filed, no Company Report contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (ii) Each of the The audited or unaudited consolidated balance sheets, sheets of SFX Broadcasting and subsidiaries and the related consolidated statements of operationsearnings, stockholders’ ' equity and cash flows, changes in financial position (including the related notes thereto) included in SFX Broadcasting's Annual Reports on Form 10-K for the Company Reports filed with the SEC under the Exchange Act (A) have been prepared fromfiscal years ended December 31, 1995 and 1996, and are in accordance withSFX Broadcasting's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997, present fairly the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company SFX Broadcasting and its consolidated Subsidiaries subsidiaries as of the dates shown their respective dates, and the results of their operations and the consolidated operations, changes in stockholders’ equity and cash flows of their financial position, as the Company and its consolidated Subsidiaries case may be, for the respective fiscal periods or presented therein, all in conformity with generally accepted accounting principles applied on a consistent basis except as of the respective dates otherwise noted therein set forth, and subject, in the case of any the unaudited interim financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, adjustments and (D) otherwise comply in all material respects with the requirements of the SECany other adjustments described therein. (iii) Except as disclosed in the Company ReportsSince September 30, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement1997, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed any material adverse change in the Company Reportsbusiness, assets, results of operations or condition (financial or otherwise) of Buyer and its subsidiaries taken as a whole other than general economic conditions affecting the broadcasting industry.

Reports; Financial Statements. (ia) The Company has filed As of the respective dates of their filing with or furnished to the SECCommission, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other forms, reports, schedules registration statements and other statements required to be filings, together with any amendments thereto, filed or furnished by it the Company with the Commission since January 1, 2000 (the "SEC under the Exchange Act or the Securities Act since December 31Reports"), 2022 (collectively, the “Company Reports”). As of its respective date, and, if amended, as of the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and Act, the Exchange Act, and any the rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of Commission promulgated thereunder. The SEC Reports did not at the last such amendment, no Company Report contained time they were filed with the Commission contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (iib) Each of the The audited consolidated balance sheets, and the related consolidated financial statements of operations, stockholders’ equity and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its SubsidiariesSubsidiaries (balance sheet and statements of operations, cash flow and stockholders' equity, together with the notes thereto) for the fiscal year ended December 31, 2002 which contains the unqualified report of PricewaterhouseCoopers LLP (Bthe "Audited Financial Statements") and the unaudited consolidated financial statements of the Company and its Subsidiaries (balance sheet and statements of operations) for the fiscal quarter ended September 30, 2003 (the "Unaudited Financial Statements" and, together with the Audited Financial Statements, the "Financial Statements") set forth in the SEC Reports are complete and correct in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and with each other, except that the Unaudited Financial Statements do not contain footnotes or normal year-end adjustments. The Financial Statements fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the condition, operating results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forthand for the respective periods indicated in accordance with GAAP, subject, in except that the case of any unaudited financial statements, to Unaudited Financial Statements do not contain footnotes or normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (i) The Company has filed with or furnished to with the SEC, as applicable, (A) its annual report on Form 10-K for its the fiscal year ended December 31, 20222017, (B) its quarterly reports on Form 10-Q for its fiscal quarters ended June 30, 2018, March 31, 2018 and September 30, 2017, (C) its definitive proxy statement relating to the annual meeting of the stockholders of the Company held in 2018 and (BD) all other forms, reports, schedules and other statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2022 2017 (collectively, the “Company Reports”). As of its respective date, and, if amended, as of the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading. (ii) Each of the consolidated balance sheets, and the related consolidated statements of operationsincome, changes in stockholders’ equity and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of any unaudited financial statements, to normal recurring year-end audit adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto andthereto, and in the case of unaudited financial statements, statements except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reports, the The Company and its Subsidiaries have established and maintained a system of internal control controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. . With respect to each Company Report that is a report on Form 10-K or Form 10-Q (ivor an amendment thereto), the Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) Except as disclosed any significant deficiencies and material weaknesses in the Company Reports design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and other than the transactions contemplated by this Agreementreport financial information and (ii) any fraud, there has been no transaction, whether or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandingsnot material, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that involves management or other employees who have not been disclosed a significant role in the Company Reportsinternal controls.

Reports; Financial Statements. (i) The Company has filed with or furnished to the SECall reports, as applicableschedules, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other forms, reports, schedules statements and other statements documents required to be filed or furnished by it with the SEC pursuant to any applicable reporting requirements of the 1934 Act, if any, or to be filed by it under the Exchange Act or Canadian Securities Laws (all of the Securities Act since December 31, 2022 foregoing filed prior to the date this representation is made (collectively, including all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein) being herein referred to as the “Company Reports”). The Company has made available to the Purchaser true and complete copies of all Reports filed since October 15, 2003. As of its their respective datedates, and, if amended, as of the date of the last such amendment, each Company Report Reports complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Actlaws, and any rules and regulations promulgated thereunder applicable to such Company Reportthereto. As None of its respective datethe Reports, and, if amendedat the time they were filed with the SEC or under COMMON SHARE PURCHASE AGREEMENT Canadian Securities Laws, as of the date of the last such amendmentapplicable, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (ii) Each . As of their respective dates, the consolidated financial statements of the consolidated balance sheets, Company and the related consolidated statements of operations, stockholders’ equity and cash flows, its subsidiaries included in the Company Reports and in the Company’s registration statement on Form S-1 and any amendment thereto filed with the SEC under the Exchange Securities Act (Athe “Form S-1”) complied as to form in all material respects with applicable accounting requirements and the published securities laws, rules and regulations applicable thereto. Such consolidated financial statements have been prepared from, and are in accordance withwith U.S. or Canadian generally accepted accounting principles (as applicable), consistently applied, during the books periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates shown thereof and the results of the consolidated operations, changes in stockholders’ equity their operations and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, then ended (subject, in the case of any unaudited financial statements, to normal recurring year-end audit adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except ). Except as otherwise set forth therein or in on Schedule 3.10, all of the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply statements present fairly in all material respects with the requirements financial position and the results of the SEC. (iii) Except as disclosed in the Company Reports, operations of the Company and its Subsidiaries have established subsidiaries as of the dates and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under for the Exchange Act) sufficient periods shown therein, and to provide reasonable assurance regarding the reliability knowledge of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transactionMaterial Adverse Effect on the financial condition of the Company since June 30, 2005. Except as set forth on Schedule 3.10, neither the Company nor any of its subsidiaries has any debt, liability or series of related transactionsobligation, agreements, arrangements contingent or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandingsotherwise, that would be have a Material Adverse Effect. The accounting firm that has expressed its opinion with respect to the consolidated financial statements included in the Company’s most recently filed annual Report and the Form S-1 is independent of the Company as required under the Canadian Securities Laws or pursuant to the standards promulgated by the SEC in Rule 2-01 of Regulation S-X, as applicable, and such firm was otherwise qualified to render the audit opinion under applicable laws. There is no transaction, arrangement or other relationship between the Company and an unconsolidated or other off-balance-sheet entity that is required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under Company in the Securities Act Reports or the Form S-1 that have has not been disclosed in the Company Reportsso disclosed.

Reports; Financial Statements. (i) The Company has filed with or furnished to the SEC, as applicable, (A) its annual report Company’s Annual Report on Form 10-K for its fiscal year the years ended December 31, 20222009 and December 31, 2010, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011 and all Current Reports on Form 8-K filed to date (Bthe “Reports”) all other forms, reports, schedules and other statements required to be have been filed or furnished by it with the SEC under and the Exchange Act or the Securities Act since December 31, 2022 (collectively, the “Company Reports”). As of its respective date, and, if amended, as of the date of the last such amendment, each Company Report Reports complied in all material respects as to form with the applicable requirements rules of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder SEC applicable to such Company Report. As of its respective dateReports on the date filed with the SEC, andand the Reports did not contain, if amended, as of on the date of filing with the last such amendmentSEC, no Company Report contained any untrue statement of a material fact fact, or omitted omit to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not materially misleading. (ii) Each . Other than as filed with the SEC, the Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since October 4, 2011. All of the consolidated balance sheets, and the related consolidated financial statements of operations, stockholders’ equity and cash flows, included in the Reports (the “Company Reports filed with the SEC under the Exchange Act Financial Statements”): (Aa) have been prepared fromfrom and on the basis of, and are in accordance with, the books and records of the Company and its Subsidiaries, with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (Bb) fairly and accurately present in all material respects the consolidated financial position condition of the Company and its consolidated Subsidiaries as of the dates shown date of each such Company Financial Statement and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries operations for the respective fiscal periods or as of the respective dates therein set forth, subject, specified; and (c) in the case of any unaudited the annual financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during are accompanied by the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability audit opinion of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) independent public accountants. Except as disclosed set forth in the Company Reports and Financial Statements, as of the date hereof, the Company has no liabilities other than the transactions contemplated by this Agreement, there has been no transaction, (x) liabilities which are reflected or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed reserved against in the Company ReportsFinancial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of business of the Company since June 30, 2011, or (z) liabilities incurred as a result of this Agreement or which were not required by generally accepted accounting principles to be reflected or reserved on the Company Financial Statements.

Reports; Financial Statements. (i) The Company has timely filed with or furnished to the SECfurnished, as applicable, all required reports, schedules, forms, statements and other documents (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, including exhibits and (B) all other forms, reports, schedules and other statements information incorporated therein) required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31January 1, 2022 2001 (collectively, the “Company ReportsSEC Documents”), and has previously made available or delivered to Parent true and complete copies of all Company SEC Documents, including all exhibits thereto. As of its their respective datedates, and, if amended, as of the date of the last such amendment, each Company Report SEC Documents complied in all material respects as to form with the applicable requirements of the Securities Act and of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and any the rules and regulations of the SEC promulgated thereunder applicable to such Company Report. As of its respective dateSEC Documents, and, if amended, as and none of the Company SEC Documents when filed (as supplemented or amended by subsequently filed Company SEC Documents filed prior to the date of the last such amendment, no Company Report hereof) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (ii) Each . The financial statements of the consolidated balance sheets, and the related consolidated statements of operations, stockholders’ equity and cash flows, Company included in the Company Reports filed SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC under the Exchange Act (A) with respect thereto, have been prepared from(except, and are in the case of unaudited statements, as permitted by Form 10 – Q of the SEC) in accordance with, with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the books periods involved (except as may be indicated in the notes thereto) and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates shown thereof and the consolidated results of the consolidated operations, changes in stockholders’ equity their operations and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, then ended (subject, in the case of any unaudited financial statements, to normal recurring year-end audit adjustments, ). Except (CA) have been prepared as reflected in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein such financial statements or in the notes thereto andthereto, (B) for liabilities incurred in connection with this Agreement or the Transactions or (C) for liabilities incurred in the case ordinary course of unaudited business since the respective dates of such financial statements, except for neither the absence Company nor any of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SECits subsidiaries has any liabilities required by GAAP to be reflected on a balance sheet which would have a Material Adverse Effect. (iiiii) Except as disclosed in the Company ReportsSince January 1, 2001, the Company and its Subsidiaries the Company Subsidiary have established and maintained a system of internal control over financial reporting not created or effected any securitization transactions or “off-balance sheet arrangements” (as defined in Rule 13a-15 under the Exchange ActItem 303(c) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by of Title 17, Part 229 of the SEC under Code of Federal Regulations (“Regulation S-K”). The statements of operations included in the Securities Act that have not been disclosed financial statements of the Company included in the Company ReportsSEC Documents do not contain any items of special or nonrecurring revenue or any other income not earned in the ordinary course of business except as expressly specified therein. Except for normal or recurring liabilities incurred in the ordinary course of business of the Company consistent with past practice, neither the Company nor the Company Subsidiary has incurred any liabilities of any nature, whether accrued, contingent or otherwise, which would constitute a Material Adverse Effect. The Company is in compliance with all applicable corporate governance requirements of the Nasdaq and all applicable requirements of The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder.

Reports; Financial Statements. (ia) The Company has Sincx Xxxxx 00, 0000, Xxxxxxxx xxx its subsidiaries have filed all forms, reports, statements and other documents required to be filed with or furnished to the SEC, as applicable, (A) its annual report the Securities and Exchange Commission (the "SEC") including (1) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all Current Reports on Form 8-K for its fiscal year ended December 31and (5) all other reports, 2022schedules, registration statements or other documents and (B) any applicable state securities authorities and all other forms, reports, schedules statements and other statements documents required to be filed with any other applicable federal or furnished by it with state regulatory authorities, except where the SEC under the Exchange Act failure to file any such forms, reports, statements or the Securities Act since December 31other documents would not have a material adverse effect (all such forms, 2022 reports, statements and other documents in clauses (i) and (ii) of this Section 5.02(a) being referred to herein, collectively, as the “Company "Foreland Reports”"). As of its respective dateThe Foreland Reports, and, if amended, as of including all Surgical Reports filed after the date of this Agreement and prior to the last such amendmentEffective Time, each Company Report complied (x) were or will be prepared in all material respects as to form accordance with the applicable requirements of applicable Law (including the Securities Act and the Exchange Act, as the case may be, and any the rules and regulations promulgated of the SEC thereunder applicable to such Company Report. As of its respective dateForeland Reports) and (y) did not at the time they were filed, andor will not at the time they are filed, if amended, as of the date of the last such amendment, no Company Report contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were are made, not misleading. (iib) Each of the consolidated balance sheetsfinancial statements (including, in each case, any related notes thereto) contained in Foreland Reports filed prior to the Effective Time, have been or will be prepared in accordance with the published rules and regulations of the related consolidated statements SEC and generally accepted accounting principles applied on a consistent basis throughout the periods involved (except (a) to the extent required by changes in generally accepted accounting principles; (b) with respect to Foreland Reports filed prior to the date of operationsthis Agreement, stockholders’ equity and cash flows, included as may be indicated in the Company Reports filed notes thereto; and (c) with the SEC under the Exchange Act (Arespect to interim financial statements as may be permitted by Article 10 of Regulation S-X) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects or will fairly present the consolidated financial position of the Company Surgical and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or subsidiaries as of the respective dates therein set forth, subject, in thereof and the case consolidated results of any unaudited financial statements, to operations and cash flows for the periods indicated (including reasonable estimates of normal and recurring year-end adjustments), except that (Cx) have been prepared any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments and (y) any pro forma financial statements contained in accordance with GAAP consistently applied during such consolidated financial statements are not necessarily indicative of the consolidated financial position of Surgical and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods involved, except indicated. [The foregoing are intended as otherwise set forth therein or factual disclosures in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects connection with the requirements issuance of securities. The obligations under this Agreement are Foreland's, with the SECassets conveyed to Refining for operating purposes. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.]

Reports; Financial Statements. (ia) The Company Since January 1, 2000, Xxxxx has filed with or furnished to the Canadian Securities Regulatory Authorities, the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, the TSX and (B) all other the NYSE the forms, reportsreports and documents, schedules including financial statements, annual information forms, material change reports and other statements management proxy circulars required to be filed or furnished by it with Italy under applicable Securities Laws, including but not limited to all documents relating to the SEC under transactions contemplated by the Exchange Act or the Securities Act since December 31, 2022 Support Agreement (collectively, the “Company ReportsItaly Documents”). As of its respective dateThe Italy Documents, and, at the time filed (or if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendmentfiling), each Company Report complied in all material respects as to form with the applicable requirements of applicable Securities Laws and did not contain any misrepresentation (as defined in the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained (Ontario)) or any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Italy has not filed any confidential material change report with the Canadian Securities Regulatory Authorities or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of the date hereof remains confidential. None of Italy’s Subsidiaries is required to file any reports or other documents with any of the Canadian Securities Regulatory Authorities, the SEC, the TSX or the NYSE. (b) The annual audited consolidated financial statements and the quarterly unaudited consolidated financial statements (including in each case, any related notes thereto) contained in the Italy Documents (the “Italy Financial Statements”) complied as to form in all material respects with the published rules and regulations of applicable Governmental Entities, the Canadian Securities Regulatory Authorities, the SEC, the TSX and the NYSE with respect thereto as of their respective dates, and have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto). The Italy Financial Statements present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Italy and its Subsidiaries as of the dates and for the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments that are not expected to be material in amount and the absence of notes thereto) on a consolidated basis. (c) Since the enactment of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), Italy has been and is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act (including, without limitation, Section 402 thereof) and the rules and regulations promulgated thereunder. (d) The books and records of Italy and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Italy and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Italy Financial Statements. Italy has (i) designed and maintains disclosure controls and procedures to ensure that material information relating to Italy and its Subsidiaries is made known to management of Italy by others within those entities to allow timely decisions regarding required disclosure, and (ii) designed and maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and (y) to maintain accountability of the assets of Italy and its Subsidiaries; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability of assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The management of Italy has disclosed, based on its most recent evaluation, to Italy’s auditors and the audit committee of Italy’s board of directors (i) all significant deficiencies in the design or operation of internal controls which could adversely affect Italy’s ability to record, process, summarize and report financial data and have identified for Italy’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Italy’s internal controls. (e) To the knowledge of Italy, as of the date hereof, Italy has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the knowledge of Italy, there is no reason to believe that its auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-Xxxxx Act, when first due. (f) PricewaterhouseCoopers LLP are and were at all times during the audit engagement period with Italy (i) independent registered public accountants with respect to Italy and its Subsidiaries in accordance with the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board and (ii) a “participating audit firm” within the meaning of National Instrument 52-108 — Auditor Oversight of the Canadian Securities Administrators and in compliance with any restrictions or sanctions imposed by the “Canadian Public Accountability Board”. (g) No attorney representing Italy or any of its Subsidiaries, whether or not employed by Italy or any of its Subsidiaries, has reported evidence of a violation of any Securities Laws, breach of fiduciary duty or similar violation by Italy or any of its Subsidiaries or their respective officers, directors, employees or agents to Italy’s chief legal officer, audit committee (or other committee designated for the purpose) of the board of directors or the board of directors. (h) None of the information to be supplied by Italy or its Affiliates in writing specifically for use in the Portugal Proxy Statement will, at the time of the mailing of the Portugal Proxy Statement and any amendments or supplements thereto, and at the time of the Portugal Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they were are made, not misleading. (iii) Each None of the consolidated balance sheetsinformation to be included in or incorporated by reference into the Italy Circular (other than information supplied in writing by Portugal specifically for use therein) will, at the time of the mailing of the Italy Circular and any amendments or supplements thereto, and at the related consolidated statements of operations, stockholders’ equity and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records time of the Company and its SubsidiariesItaly Meeting, (B) fairly present contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in all material respects order to make the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subjectstatements therein, in the case of any unaudited financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements light of the SECcircumstances under which they are made, not misleading. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (a) Buyer has delivered to Seller its statutory Annual Statement for the fiscal year ending December 31, 2001 as filed with the State of Oregon Department of Consumer and Business Services Insurance Division, and containing in part statements of assets, liabilities, surplus and other funds; summary of operations; capital and surplus accounts; and cash flow (“Buyer’s SAP Financial Statements”). Buyer’s SAP Financial Statements (including, without limitation, the interrogatories therein) fairly present the statutory financial condition and results of operations of Buyer at and as of the dates and for the periods indicated therein and have been prepared in accordance with Oregon SAP consistently applied throughout the periods indicated, except as expressly set forth therein. Buyer’s SAP Financial Statements were prepared by Buyer and have been audited or reviewed by independent accountants. (b) Since December 31, 2001, Buyer’s publicly held parent corporation StanCorp Financial Group, Inc. (“StanCorp”) has filed (i) The Company has all forms, reports, statements and other documents required to be filed with or furnished to (A) the SEC, as applicableincluding, without limitation, (A1) its annual report all Annual Reports on Form 10-K for its fiscal year ended December 31K, 2022(2) all Quarterly Reports on Form 10-Q, and (B3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all required Current Reports on Form 8-K, (5) all other forms, reports, schedules reports or registration statements and other (6) all amendments and supplements to all such reports and registration statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2022 (collectively, the “Company StanCorp SEC Reports”) and (B) any applicable state securities authorities; and (ii) all forms, reports, statements, notices and other documents required to be filed with any other applicable federal or state regulatory authorities, including, without limitation, state insurance and health regulatory authorities, except where the failure to file any such forms, reports, statements, notices and other documents under this clause (ii) would not be reasonably expected to have a Material Adverse Effect on Buyer (all such forms, reports, statements, notices and other documents in clauses (i) and (ii) of this Section 4.6(b) being collectively referred to as the “Buyer Reports”). As of its respective dateThe Buyer Reports, and, if amended, as of including all Buyer Reports filed after the date of this Agreement and prior to the last such amendmentClosing, each Company Report complied (i) were or will be prepared in all material respects as to form in accordance with the applicable requirements of applicable laws (including, with respect to the StanCorp SEC Reports, the Securities Act and the Exchange Act, as the case may be), and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date(ii) did not at the time they were filed, andor will not at the time they are filed, if amended, as of the date of the last such amendment, no Company Report contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were or will be made, not misleading. (iic) Each of the consolidated balance sheets, and the financial statements (including in each case any related consolidated statements of operations, stockholders’ equity and cash flows, included notes thereto) contained in the Company StanCorp SEC Reports, including any StanCorp SEC Reports filed with after the SEC under date of this Agreement and prior to the Exchange Act Closing, (Ai) have been or will be prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects in accordance with the published rules and regulations of the SEC and GAAP applied on a consistent basis throughout the periods involved except (A) to the extent required by change in GAAP and (B) with respect to StanCorp SEC Reports filed prior to the date of this Agreement, as may be indicated in the notes thereto; and (ii) fairly present or will fairly present the consolidated financial position of the Company StanCorp and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forththereof and the consolidated results of operations and cash flows for the periods indicated, subject, in the case of except that (A) any unaudited interim financial statements, statements (1) were or will be subject to normal and recurring year-end adjustments, adjustments which were not or arenot expected to be material in amount and (C2) have been prepared are not or may not be necessarily indicative of results for the full fiscal year and (B) any pro forma financial information contained in accordance with GAAP consistently applied during such consolidated financial statements is not or may not be necessarily indicative of the consolidated financial position of Buyer and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SECindicated. (iiid) Except as disclosed and to the extent set forth on the balance sheet of Buyer at December 31, 2001, including all notes thereto, contained in the Company ReportsBuyer’s SAP Financial Statements, the Company Buyer has no liabilities or obligations of any nature (whether known or unknown, matured or unmatured, and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Actwhether accrued, absolute, contingent or otherwise) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 reflected on, or reserved against in, a balance sheet of Regulation S-K promulgated Buyer or in the notes thereto, prepared in accordance with Oregon SAP, except (i) as otherwise reported in the financial statements contained in Buyer’s SAP Financial Statements for the quarter ended March 31, 2002, or (ii) for Liabilities incurred in the ordinary course of business since December 31, 2001, or (iii) Liabilities incurred outside the ordinary course of business that would not have a Material Adverse Effect on Buyer, its ability to consummate the transactions contemplated by the SEC under Transaction Documents or its ability to operate the Securities Act Group Business after the Closing Date. Since December 31, 2001, no event has occurred that have not been disclosed has resulted in the Company Reportsa Material Adverse Effect with respect to Buyer.

Reports; Financial Statements. (ia) The Company has Since March 31, 1991, Foreland xxx xxx xxxxxxxxxxxx xxxx xxxxd all forms, reports, statements and other documents required to be filed with or furnished to the SEC, as applicable, (A) its annual report the Securities and Exchange Commission (the "SEC") including (1) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all Current Reports on Form 8-K for its fiscal year ended December 31and (5) all other reports, 2022schedules, registration statements or other documents and (B) any applicable state securities authorities and all other forms, reports, schedules statements and other statements documents required to be filed with any other applicable federal or furnished by it with state regulatory authorities, except where the SEC under the Exchange Act failure to file any such forms, reports, statements or the Securities Act since December 31other documents would not have a material adverse effect (all such forms, 2022 reports, statements and other documents in clauses (i) and (ii) of this Section 5.02(a) being referred to herein, collectively, as the “Company "Foreland Reports”"). As of its respective dateThe Foreland Reports, and, if amended, as of including all Surgical Reports filed after the date of this Agreement and prior to the last such amendmentEffective Time, each Company Report complied (x) were or will be prepared in all material respects as to form accordance with the applicable requirements of applicable Law (including the Securities Act and the Exchange Act, as the case may be, and any the rules and regulations promulgated of the SEC thereunder applicable to such Company Report. As of its respective dateForeland Reports) and (y) did not at the time they were filed, andor will not at the time they are filed, if amended, as of the date of the last such amendment, no Company Report contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were are made, not misleading. (iib) Each of the consolidated balance sheetsfinancial statements (including, in each case, any related notes thereto) contained in Foreland Reports filed prior to the Effective Time, have been or will be prepared in accordance with the published rules and regulations of the related consolidated statements SEC and generally accepted accounting principles applied on a consistent basis throughout the periods involved (except (a) to the extent required by changes in generally accepted accounting principles; (b) with respect to Foreland Reports filed prior to the date of operationsthis Agreement, stockholders’ equity and cash flows, included as may be indicated in the Company Reports filed notes thereto; and (c) with the SEC under the Exchange Act (Arespect to interim financial statements as may be permitted by Article 10 of Regulation S-X) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects or will fairly present the consolidated financial position of the Company Surgical and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or subsidiaries as of the respective dates therein set forth, subject, in thereof and the case consolidated results of any unaudited financial statements, to operations and cash flows for the periods indicated (including reasonable estimates of normal and recurring year-end adjustments), except that (Cx) have been prepared any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments and (y) any pro forma financial statements contained in accordance with GAAP consistently applied during such consolidated financial statements are not necessarily indicative of the consolidated financial position of Surgical and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods involved, except indicated. [The foregoing are intended as otherwise set forth therein or factual disclosures in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects connection with the requirements issuance of securities. The obligations under this Agreement are Foreland's, with the SECassets conveyed to Refining for operating purposes. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.]

Reports; Financial Statements. (ia) The Since its organization, Company has filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other forms, reports, schedules statements and other statements documents required to be filed with all applicable federal or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31state regulatory authorities (all such forms, 2022 (collectivelyreports, statements and other documents, including any amendments thereto, being collectively referred to as the “Company Reports”). As of its respective date, and, if amended, as of the date of the last such amendment, each The Company Report complied Reports were prepared in all material respects as to form in accordance with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleadingLaw. (iib) Each of the consolidated The unaudited financial statements (balance sheets, and the related consolidated statements of operationsincome, stockholders’ statements of member equity and statements of cash flows) of Company for the last two (2) fiscal years ending December 31, included in 2004 and December 31, 2005, and unaudited financial statements for the eleven (11) months period ending November 30, 2006 (collectively the “Company Reports filed with the SEC under the Exchange Act (A) Financial Statements”), have been heretofore delivered by Company to LAN and have been prepared from, and are in accordance with, the books and records of the with generally accepted accounting principles applied on a consistent basis (“GAAP”). The Company and its Subsidiaries, (B) Financial Statements fairly present in all material respects the consolidated financial position of the Company and the results of its consolidated Subsidiaries operations as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or indicated thereon, and have been prepared in accordance with GAAP, except as of the respective dates otherwise noted therein set forth, and subject, in the case of any unaudited the interim financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth adjustments and any other adjustments described therein or in the notes thereto and, in the case of unaudited financial statements, except for and the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SECany notes thereto. (iiic) Except as disclosed and to the extent reflected or reserved in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability balance sheet which is part of the Company’s financial reporting and most recent Company Financial Statement (the preparation “Company Balance Sheet”) (attached as Schedule 4.06 on the Disclosure Schedule), Company does not have any liabilities or obligations of Company financial statements for external purposes in accordance with GAAP. any nature (ivwhether accrued, absolute, contingent or otherwise) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 reflected on, or reserved against in, a balance sheet of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed Company, prepared in accordance with GAAP, except for liabilities or obligations incurred in the ordinary course of business since the date of the Company ReportsBalance Sheet.

Reports; Financial Statements. (i) The Company It has filed with or furnished made available to the SECother party each registration statement, as applicablereport, (A) proxy statement or information statement prepared by it since December 31, 1996, including without limitation its annual report Annual Report on Form 10-K for its fiscal year the years ended December 31, 20221996, and (B) all other forms, reports, schedules and other statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2022 1997 and December 31, 1998 in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the “Company date of this Agreement, its "Reports”"). As of their respective dates, its respective date, and, if amendedReports complied, as of the date of the last such amendmentto form, each Company Report complied in with all material respects as to form with the applicable requirements of under the Securities Act and Act, the Exchange Act, and any the rules and regulations promulgated thereunder applicable thereunder, and (together with any amendments thereto filed prior to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained hereof) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading. (ii) . Each of the consolidated balance sheetssheets included in, and or incorporated by reference into, its Reports (including the related consolidated statements of operations, stockholders’ equity notes and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (Bschedules) fairly present in all material respects presents the consolidated financial position of the Company it and its consolidated Subsidiaries as of the dates shown its date and the results each of the consolidated statements of income, stockholders' equity, and of cash flows included in, or incorporated by reference into, its Reports (including any related notes and schedules) fairly presents the consolidated results of operations, changes in stockholders’ equity retained earnings and cash flows flows, as the case may be, of the Company it and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates set forth therein set forth, (subject, in the case of any unaudited financial statements, to notes and normal recurring year-end adjustmentsaudit adjustments that will not be material in amount or effect), (C) have been prepared in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise set forth therein may be noted therein. It has made available to the other party all correspondence since December 31, 1996 between it or in its representatives, on the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosureone hand, and (D) otherwise comply in all material respects with the requirements SEC, on the other hand. To its knowledge, as of the SEC. (iii) Except date of this Agreement, there are no pending or threatened SEC inquiries or investigations relating to it or any of its Reports. To its knowledge and except as disclosed in its Reports or in filings by its holders with the Company ReportsSEC, as of the Company date of this Agreement, no Person or "group" "beneficially owns" 5% or more of its outstanding voting securities, with the terms "beneficially owns" and its Subsidiaries have established "group" having the meanings ascribed to them under Rule 13d-3 and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 13d-5 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (ia) The Company has filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) Copies of all other forms, reports, schedules registration statements and other statements required to be filings, together with any amendments thereto, filed or furnished by it the Company with the SEC under Securities and Exchange Commission (the Exchange Act or the Securities Act "SEC") since December 31, 2022 1998 through the date of this Agreement (collectivelythe "Company SEC Reports"), the “Company Reports”)have been made available to NBC. As of its the respective datedates of their filing with the SEC, and, if amended, as of after giving effect to any amendments and supplements thereto filed prior to the date of hereof, the last Company SEC Reports complied, and all such amendmentreports, each registration statements and other filings to be filed by the Company Report complied with the SEC prior to the Closing Date will comply, in all material respects as to form with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the SEC promulgated thereunder, and did not at the time they were filed with the SEC, after giving effect to any amendments and supplements thereto filed prior to the date of hereof, or will not at the last such amendmenttime they are filed with the SEC, no Company Report contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were are made, not misleading. (iib) Each of the The consolidated balance sheetsfinancial statements (including, and the in each case, any related consolidated statements of operations, stockholders’ equity and cash flows, included notes thereto) contained in the Company SEC Reports and in any such reports, registration statements and other filings to be filed by the Company with the SEC under prior to the Exchange Act Closing Date (Ai) have been or will be prepared from, and are in accordance with, with the books published rules and records regulations of the Company SEC and its Subsidiariesgenerally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC, or for normal year-end adjustments) and (Bii) fairly present or will fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or subsidiaries as of the respective dates therein set forththereof and the consolidated results of their operations and cash flows for the periods indicated, subject, in the case of except that any unaudited interim financial statements, statements were or will be subject to normal and recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except adjustments and may omit footnote disclosure as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements permitted by regulations of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (i) The Company has filed with or furnished to the SECall required reports, as applicableschedules, forms and statements (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, including exhibits and (B) all other forms, reports, schedules and other statements required to be filed or furnished by it information incorporated therein) with the SEC under the Exchange Act or the Securities Act since December 31, 2022 2001 (collectively, the “"Company Reports”SEC Documents"). As of its their respective datedates, and, if amended, as of the date of the last such amendment, each Company Report SEC Documents complied in all material respects as to form with the applicable requirements of the Securities Act and of 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and any the rules and regulations of the SEC promulgated thereunder applicable to such Company Report. As of its respective dateSEC Documents, and, if amended, as and none of the date of the last such amendment, no Company Report SEC Documents when filed (as amended and restated and as supplemented by subsequently filed Company SEC Documents) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (ii) Each . The financial statements of the consolidated balance sheets, and the related consolidated statements of operations, stockholders’ equity and cash flows, Company included in the Company Reports filed SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC under the Exchange Act (A) with respect thereto, have been prepared from, and are in accordance withwith U.S. generally accepted accounting principles as in effect from time to time, applied on a consistent basis ("GAAP") (except, in the books and records case of unaudited statements, as permitted by Form 10-Q of the Company SEC), during the periods involved (except as may be indicated in the notes thereto) and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates shown thereof and the consolidated results of the consolidated operations, changes in stockholders’ equity their operations and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, then ended (subject, in the case of any unaudited financial statements, to normal recurring year-end audit adjustments). Except (A) as reflected in such financial statements or in the notes thereto, (B) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby or (C) for liabilities (whether direct, contingent or otherwise) incurred in the ordinary course of business consistent with past practice since the respective dates of such financial statements, neither the Company nor any of its subsidiaries has any material liabilities. (ii) The audited financial statements of Maxcor Financial Inc. ("MFI") for the year ended December 31, 2004 set forth on Section 3.01(e)(ii) of the Company Disclosure Schedule have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply fairly present in all material respects with the requirements financial position of MFI as of the SECdate thereof and the results of its operations and cash flows for the period then ended. (iii) Except as disclosed in the Company Reports, The unaudited consolidating balance sheet of the Company and its Subsidiaries have established subsidiaries as of February 28, 2005 and maintained a system of internal control over financial reporting (the related consolidating income statement for the Company and its subsidiaries for the two months then ended, in each case as defined in Rule 13a-15 under the Exchange Actset forth on Section 3.01(e)(iii) sufficient to provide reasonable assurance regarding the reliability of the Company Disclosure Schedule, to the Company’s 's knowledge, fairly present in all material respects the consolidated financial reporting position of the Company and its subsidiaries as of the date thereof and the preparation consolidated results of Company financial statements their operations for external purposes in accordance with GAAPthe period then ended (subject to the absence of footnotes and to normal recurring year-end audit adjustments). (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (ia) The Company has Since December 31, 1997, Xxxxx and its subsidiaries have filed all forms, reports, statements and other documents required to be filed with or furnished to the SEC, as applicable, (A) its annual report the Securities and Exchange Commission (the "SEC") including, without limitation, (1) all Registration Statements filed under the Securities Act, (2) all Annual Reports on Form 10-K for its fiscal year ended December 31or 10-KSB, 2022(3) all Quarterly Reports on Form 10-Q or 10-QSB, (4) all proxy statements relating to meetings of stockholders (whether annual or special), (5) all Current Reports on Form 8-K and (6) all other reports, schedules, registration statements or other documents (collectively referred to as the "Xxxxx SEC Reports") and (B) any applicable state securities authorities and all other forms, reports, schedules statements and other statements documents required to be filed with any other applicable federal or furnished by it with state regulatory authorities, except where the SEC under the Exchange Act failure to file any such forms, reports, statements or the Securities Act since December 31other documents would not have a Xxxxx Material Adverse Effect (all such forms, 2022 reports, statements and other documents in clauses (i) and (ii) of this Section 3.07(a) being referred to herein, collectively, as the “Company "Xxxxx Reports”"). As of its respective dateThe Xxxxx Reports, and, if amended, as of including all Xxxxx Reports filed after the date of this Agreement and prior to the last such amendmentEffective Time, each Company Report complied including, without limitation, the Form S-4 relating to the Merger, (x) were or will be prepared in all material respects as to form accordance with the applicable requirements of applicable Law (including, with respect to Xxxxx SEC Reports, the Securities Act and the Exchange Act, as the case may be, and any the rules and regulations promulgated of the SEC thereunder applicable to such Company Report. As of its respective dateXxxxx SEC Reports) and (y) did not at the time they were filed, andor will not at the time they are filed, if amended, as of the date of the last such amendment, no Company Report contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were are made, not misleading. (ii) Each of the consolidated balance sheets, and the related consolidated statements of operations, stockholders’ equity and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of any unaudited financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (ia) The Except as set forth on Schedule 5.4, since January 1, 2004, the Company has filed with or furnished to the SECall reports, as applicableschedules, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other forms, reports, schedules statements and other statements documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the "SEC") required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2022 Company (collectivelysuch documents, the “"Company Reports”SEC Documents"). As of its respective date, and, if amendedExcept as set forth on Schedule 5.4, as of their respective dates, the date of the last such amendment, each Company Report SEC Documents complied in all material respects as to form with the applicable requirements of the Securities Act and of 1933, as amended, (the "Securities Act") or the Securities Exchange Act of 1934, as amended, (the Exchange Act") as the case may be, and any the rules and regulations of the SEC promulgated thereunder applicable to such Company Report. As of its respective dateSEC Documents, and, if amended, as of the date their respective dates, none of the last such amendment, no Company Report SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (ii) Each . Except as set forth on Schedule 5.4, the financial statements of the consolidated balance sheets, and the related consolidated statements of operations, stockholders’ equity and cash flows, Company included in the Company Reports filed SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC under the Exchange Act (A) have been with respect thereto as of their respective dates, were prepared from, and are in accordance withwith GAAP (except, in the books and records case of unaudited statements, as permitted by Form 10-Q of the Company SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and its Subsidiaries, (B) present fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown thereof and the consolidated results of the consolidated operations, changes in stockholders’ equity their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (b) The December Financial Statements were prepared in accordance with GAAP applied on a consistent basis during the period involved (except as indicated in the notes thereto) and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries as of December 31, 2004 and the consolidated results of their operations and cash flows for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of any unaudited financial statements, period then ended (subject to normal recurring year-end audit adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SEC). (iii) Except as disclosed in the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (ia) The Company has filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended Since December 31, 20222006, and (B) the Company has timely filed or furnished all other forms, reports, schedules statements (including registration statements), certifications and other statements documents required to be filed or furnished by it with the SEC under the Exchange Act or to the Securities Act since December 31, 2022 and Exchange Commission (collectively, the “SEC”) including all audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company Reports”). As and its subsidiaries on Form 10-K and unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company and its respective datesubsidiaries on Form 10-Q, andall of which have complied, if amendedas to form, as of their respective filing dates (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the last time of such amendmentfiling or amendment and in the case of registration statements and proxy statements, each Company Report complied on the dates of effectiveness and the dates of mailing, respectively), in all material respects as to form with the all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and, and any in each case, the rules and regulations of the SEC promulgated thereunder applicable to thereunder. None of such Company Report. As of its respective dateSEC Reports, andincluding any financial statements or schedules included or incorporated by reference therein, if amendedat the time filed or furnished, as of the date of the last such amendment, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. The Company has made available to Parent true, correct and complete copies of all written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff. To the knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (iib) Each The audited and unaudited consolidated financial statements (including the related notes thereto) of the consolidated balance sheets, and the related consolidated statements of operations, stockholders’ equity and cash flows, Company included (or incorporated by reference) in the Company Reports SEC Reports, at the time filed or furnished and including amendments and supplements filed or furnished only prior to the date of this Agreement, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC on Form 10-Q under the Exchange Act Act) applied on a consistent basis for the periods involved (Aexcept as may be indicated therein or in the notes thereto) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects the assets, liabilities and the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown their respective dates, and the consolidated results of the consolidated operations, changes in stockholders’ equity operations and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates presented therein set forth, (subject, in the case of any unaudited financial statements, to normal and recurring year-end adjustmentsadjustments and other adjustments described therein, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in including the notes thereto and, in the case of unaudited financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SECthereto). (iiic) Except as disclosed in the Company Reports, the The Company and its Subsidiaries have established implemented and maintained maintain a system of internal control accounting controls designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15 under 13a-15(f) of the Exchange Act) sufficient that would be reasonably likely to provide reasonable assurance adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since December 31, 2006, any material change in internal control over financial reporting or failure or inadequacy of disclosure controls required to be disclosed in any Company SEC Report has been so disclosed. (d) Since January 1, 2007 through the date of this Agreement, (i) neither the Seahorse Parties nor any of their Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Seahorse Parties or any of their Subsidiaries has (a) failed to comply with the Company’s Xxxxxxx Xxxxxxx Policy or Code of Ethics, as applicable or (b) received any material written complaint, allegation, assertion or claim, or any oral complaint, allegation, assertion or claim on a hotline or whistleblower or similar telephone line or service regarding deficiencies in the reliability accounting or auditing practices, procedures, methodologies or methods of the Seahorse Parties or any of their Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Seahorse Parties or any of their Subsidiaries has engaged in improper or illegal accounting or auditing practices and (ii) no attorney representing the Seahorse Parties or any of their Subsidiaries, whether or not employed by the Seahorse Parties or any of their Subsidiaries, has reported evidence of material violation of federal or state securities Laws, breach of fiduciary duty or similar violation by the Seahorse Parties or any of their officers, directors, employees or agents to the boards of directors of the Company or the General Partner or any respective committee thereof or to any director or officer of the Company or the General Partner. (e) Neither the Seahorse Parties nor any of their Subsidiaries has any liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise (including as may be owing under indemnity or contribution arrangements), whether due or to become due, and whether or not required to be recorded or reflected on a balance sheet under GAAP, other than such liabilities (i) as and to the extent reflected or reserved against on the most recent consolidated balance sheet of the Company included in the Company SEC Reports filed prior to the date of this Agreement, (ii) incurred in the ordinary course of business consistent with past practice since the date of such balance sheet or (iii) that are not or would not reasonably be expected to be, material and adverse to the Company and its Subsidiaries taken as a whole. Neither the Company nor any of its Subsidiaries has any liabilities with respect to the liabilities of the General Partner and neither the General Partner nor the Company or any of the Company’s financial reporting Subsidiaries will have any liability related to the General Partner following the Effective Time. (f) Neither the General Partner nor any of its Subsidiaries (other than the Company and its Subsidiaries) has any liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise (including as may be owing under indemnity or contribution arrangements), whether due or to become due, and whether or not required to be recorded or reflected on a balance sheet under GAAP other than any such liabilities that are, individually or in the preparation aggregate, de minimis in amount. (g) Except as would not be material to the Company and its Subsidiaries, taken as a whole, all Derivative Transactions entered into for the account of Company financial statements for external purposes any of the Seahorse Parties or any of their Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with GAAP. (iv) Except applicable laws, rules, regulations and policies of any Governmental Entity. All of such Derivative Transactions are legal, valid and binding obligations of the Company, the General Partner or their Subsidiaries, as disclosed the case may be, and, to the knowledge of the Company, the counterparty thereto and enforceable against it and, to the knowledge of the Company, the counterparty in accordance with their terms, and are in full force and effect. The Seahorse Parties and their Subsidiaries have duly performed their obligations under the Company Reports and other than Derivative Transactions to the transactions contemplated by this Agreementextent that such obligations to perform have accrued and, to the knowledge of the Company, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder and neither the Seahorse Parties nor any of their Subsidiaries have received any notice, whether written or oral, of any breaches, violations or defaults or allegations or assertions of such by any party thereunder. Section 3.05(g) of the Disclosure Letter sets forth a true and complete list of all Derivative Transactions entered into since December 31, 2006 for the account of, or that are an asset or liability of, any of the Seahorse Parties or any of their Subsidiaries. Each such Derivative Transaction is and always has been no accounted for in accordance with applicable accounting rules. “Derivative Transactions” means any swap transaction, option, warrant, forward purchase or series sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, prices, values, or other financial or non-financial assets, credit-related defaults, events or conditions or any indexes, or any other similar transaction or combination of related any of these transactions, agreements, arrangements including collateralized mortgage obligations or understandings, nor is there other similar instruments or any proposed transaction, debt or series equity instruments evidencing or embedding any such types of related transactions, agreementsand any related credit support, collateral or other similar arrangements or understandings, that would be required related to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reportssuch transactions.

Reports; Financial Statements. (ia) The Company has filed with or furnished to the SEC, as applicable, (A) exception of its annual report Quarterly Report on Form 10-K QSB for the period ended September 30, 1999 and its fiscal year Annual Report on Form 10-KSB for the period ended December 31, 20221999, Company has filed (i) all forms, reports, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC"), including, without limitation (1) all Annual Reports on Form 10-KSB, (2) all Quarterly Reports on Form 10-QSB, (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all Reports on Form 8-K, (5) all other reports or registration statements and (6) all amendments and supplements to all such reports and registration statements (collectively, the "the Company SEC Reports") and (B) any applicable Blue Sky Laws and (ii) all other forms, reports, schedules statements and other statements documents required to be filed with any other applicable federal or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31state regulatory authorities (all such forms, 2022 (reports, statements and other documents being referred to herein, collectively, as the “"the Company Reports”"). As of its respective date, and, if amended, as of the date of the last such amendment, each The Company Report complied Reports were prepared in all material respects as to form in accordance with the applicable requirements of applicable Law (including, with respect to the Company SEC Reports, the Securities Act and the Exchange Act, as the case may be, and any the rules and regulations promulgated of the SEC thereunder applicable to such Company Report. As of its respective date, and, if amended, as of SEC Reports) and (y) did not at the date of the last such amendment, no Company Report contained time they were filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (iib) Each of the consolidated balance sheetsfinancial statements (including, and the in each case, any related consolidated statements of operations, stockholders’ equity and cash flows, included notes thereto) contained in the Company SEC Reports filed with prior to or on the SEC under the Exchange Act date of this Agreement (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of any unaudited financial statements, to normal recurring year-end adjustments, (Ci) have been prepared in accordance with GAAP consistently with, and complied as to form with, the published rules and regulations of the SEC and generally accepted accounting principles applied during on a consistent basis throughout the periods involved, involved (except as otherwise set forth therein or in noted therein) and (ii) fairly present the notes thereto and, in financial position of the case Company as of unaudited financial statements, except the respective dates thereof and the results of its operations and cash flows for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SECperiods indicated. (iiic) Except as disclosed in To the Company Reports, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability best of the Company’s 's knowledge after due inquiry, the Company's auditors have issued no management letters in connection with the Company's financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAPstatements. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (i) The Company has filed with or furnished to the SECall required reports, as applicableschedules, forms, statements and other documents (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, including exhibits and (B) all other forms, reports, schedules and other statements required to be filed or furnished by it information incorporated therein) with the SEC under the Exchange Act or the Securities Act since December 31January 1, 2022 2001 (collectively, the “Company ReportsSEC Documents”). As of its their respective datedates, and, if amended, as of the date of the last such amendment, each Company Report SEC Documents complied in all material respects as to form with the applicable requirements of the Securities Act and of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and any the rules and regulations of the SEC promulgated thereunder applicable to such Company Report. As of its respective dateSEC Documents, and, if amended, as and none of the Company SEC Documents when filed (as supplemented by subsequently filed Company SEC Documents filed prior to the date of the last such amendment, no Company Report hereof) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (ii) Each . The financial statements of the consolidated balance sheets, and the related consolidated statements of operations, stockholders’ equity and cash flows, Company included in the Company Reports filed SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC under the Exchange Act (A) with respect thereto, have been prepared from(except, and are in the case of unaudited statements, as permitted by Form 10—Q of the SEC) in accordance with, with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the books periods involved (except as may be indicated in the notes thereto) and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates shown thereof and the consolidated results of the consolidated operations, changes in stockholders’ equity their operations and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, then ended (subject, in the case of any unaudited financial statements, to normal recurring year-end audit adjustments, ). Except (CA) have been prepared as reflected in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein such financial statements or in the notes thereto andthereto, (B) for liabilities incurred in connection with this Agreement or the Transactions or (C) for liabilities incurred in the case ordinary course of unaudited business since the respective dates of such financial statements, except for neither the absence of footnote disclosureCompany nor the Company Subsidiary has any liabilities required by GAAP to be reflected on a balance sheet which would have, and (D) otherwise comply in all material respects with the requirements of the SEC. (iii) Except as disclosed individually or in the Company Reportsaggregate, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of material adverse effect on the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in the Company Reports.

Reports; Financial Statements. (ia) The Company has filed all required forms, reports and documents with or furnished to the SECSEC since January 1, 1998, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as applicableamended (the "SECURITIES ACT"), and the Exchange Act, each as in effect on the dates such forms, reports and documents were filed. The Company has heretofore delivered to Parent, in the form filed with the SEC (including any amendments thereto), (Ai) its annual report Annual Reports on Form 10-K for its each of the fiscal year years ended December 31, 20221998, 1999 and 2000, respectively, (ii) all definitive proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 1998, and (Biii) all other forms, reports, schedules and other reports or registration statements required to be filed or furnished by it the Company with the SEC under since January 1, 1998 (the Exchange Act or the Securities Act since December 31, 2022 (collectively, the “Company Reports”"COMPANY SEC REPORTS"). As None of its respective datesuch forms, andreports or documents, if amendedincluding any financial statements or schedules included or incorporated by reference therein, as of the date of the last such amendmentcontained, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Actwhen filed, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (ii) Each . The consolidated financial statements of the consolidated balance sheets, and the related consolidated statements of operations, stockholders’ equity and cash flows, Company included in the Company SEC Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates shown thereof and the their consolidated results of the consolidated operations, operations and changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries financial position for the respective fiscal periods or as of the respective dates therein set forth, then ended (subject, in the case of any the unaudited interim financial statements, to normal recurring year-end adjustments). Since January 1, 1998, there has not been any change, or any application or request for any change, by the Company or any of its subsidiaries in accounting principles, methods or policies for financial accounting or Tax purposes (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto andsubject, in the case of the unaudited interim financial statements, except for the absence of footnote disclosure, and (D) otherwise comply in all material respects with the requirements of the SECto normal year-end adjustments). (iiib) The Company and each of its subsidiaries have timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 1998 with any U.S., state or foreign regulatory authorities or self-regulatory organization (each, a "REGULATORY AGENCY" "), and have paid all material fees and assessments due and payable in connection therewith. Except as disclosed for normal examinations conducted by a Regulatory Agency in the Company Reports, regular course of the business of the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under subsidiaries, no Regulatory Agency has initiated any proceeding or investigation or, to the Exchange Act) sufficient to provide reasonable assurance regarding the reliability knowledge of the Company’s financial reporting and , threatened any investigation into the preparation business or operations of the Company financial statements or any of its subsidiaries since December 31, 1998, except for external purposes in accordance with GAAP. (iv) Except as disclosed such proceedings or investigations which would not reasonably be expected, individually or in the Company Reports and other than the transactions contemplated by this Agreementaggregate, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor is there any proposed transaction, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC under the Securities Act that have not been disclosed in a material adverse effect on the Company Reportsand its subsidiaries taken as a whole.