Common use of Financial Statements and Related Matters Clause in Contracts

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate and complete copies of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with ASPE (except as disclosed in the footnotes), except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Seller. (b) Except as described in Section 5.14(b) of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are set forth or reserved for in the Financial Statements; (ii) which have arisen after the date of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing).

Financial Statements and Related Matters. (a) Section 5.14(a) of Included with the Seller Disclosure Schedule contains accurate and complete Letter are copies of the Company's and its Subsidiaries': (a) unaudited consolidated balance sheets and non-consolidated reviewed balance sheet and statement statements of income and cash flow of Seller as of and flows for the fiscal years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 1995, 1996 and 1997 and (b) the unaudited consolidated balance sheet as of November 30, 1998 (the “Interim "Latest Balance Sheet") and the related unaudited statements of income and cash flows for the eleven-month period then ended. Each of the foregoing financial statements (including in all cases the notes thereto, if any) (the "Financial Statements,” ") is accurate and together complete to the Knowledge of the Company or Seller and consistent with the Year End Financial StatementsCompany's and its Subsidiaries' books and records (which, in turn, are accurate and complete to the “Financial Statements”Knowledge of the Company or Seller). The Financial Statements present, fairly the Company's and its Subsidiaries' financial condition, results of operations and cash flows as of the times and for the periods referred to therein, and have been prepared in accordance with ASPE GAAP, consistently followed throughout the periods indicated (except as may be disclosed in the footnotesnotes thereto), except for, subject in the case of the Interim Financial Statements, (1) unaudited financial statements to changes resulting from normal recurring year-end adjustments that are for recurring accruals (which shall not be material individually or in the aggregate) and (2) to the omission absence of footnote disclosure required by ASPEdisclosure. The books and records Except as to the extent reflected on the Latest Balance Sheet or in the Seller Disclosure Letter, the Company has no liabilities, commitments or obligations of Seller have been maintained any nature (whether absolute, accrued, contingent or otherwise) other than those incurred in accordance with sound the ordinary course of business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with past practice since the date of the Latest Balance Sheet. To the Knowledge of the Company or Seller, the books and records of Seller. (b) Except as described in Section 5.14(b) the Company and its Subsidiaries accurately and fairly reflect the transactions and dispositions of assets of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which Company and its Subsidiaries. The Company's system of internal accounting controls is sufficient to provide reasonable assurances that transactions are set forth or reserved for in the Financial Statements; (ii) which have arisen after the date of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, executed in accordance with the Joint Issues management's general or specific authorization and Reverse Earn Out Payment Agreement, fully reflected or reserved that transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)assets.

Financial Statements and Related Matters. (a) Section 5.14(a▇▇▇▇▇▇▇ has delivered or made available to Purchaser the ▇▇▇▇▇▇▇ Financials, except those pertaining to annual and quarterly periods ending on or after September 30, 2019 and monthly periods commencing after January 31, 2020, which it will deliver or make available by each respective delivery date as required by this Agreement. The ▇▇▇▇▇▇▇ Financials with respect to periods ending prior to the date of this Agreement (i) of the Disclosure Schedule contains are true, accurate and complete copies in all material respects, and have been prepared from, and are in accordance with, the Books and Records of the ▇▇▇▇▇▇▇ Companies and (ii) fairly present, in all material respects, the consolidated and non-consolidated reviewed balance sheet and statement financial position, results of income operations, changes in stockholders’ equity and cash flow flows of Seller ▇▇▇▇▇▇▇ as of and for the years periods ended August 31, 2015 (on the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”)dates thereof. The Financial Statements ▇▇▇▇▇▇▇ Financials with respect to periods ended prior to the date of this Agreement comply in all material respects with applicable accounting and regulatory requirements and, other than the Internal ▇▇▇▇▇▇▇ Financials, have been prepared in accordance with ASPE GAAP consistently applied, except for (except i) omission of the notes from the financial statements, applicable to any interim period, and (ii) with respect to any interim period, normal year-end adjustments and notes thereto. (b) ▇▇▇▇▇▇▇ did not, as of the date of the ▇▇▇▇▇▇▇ Financials or any subsequent date, have any Liabilities or loss contingencies of any nature, whether absolute, accrued, contingent or otherwise, that are not fully reflected or reserved against in the balance sheets included in the ▇▇▇▇▇▇▇ Financials at the date of such balance sheets that would have been required to be reflected therein in accordance with GAAP consistently applied or fully disclosed in the footnotes)a note thereto, except forfor Liabilities and loss contingencies that are not material in the aggregate and that are incurred in the Ordinary Course, and except for Liabilities and loss contingencies that are within the subject matter of a specific representation and warranty herein or that have not had a ▇▇▇▇▇▇▇ Material Adverse Effect and subject, in the case of the Interim Financial Statementsany unaudited statements, (1) to normal recurring year-end audit adjustments that are not material and (2) the omission absence of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Sellernotes thereto. (bc) Except as described in Section 5.14(b) of During the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are set forth or reserved for in periods covered by the Financial Statements; (ii) which have arisen after ▇▇▇▇▇▇▇ Financials with respect to periods ended prior to the date of the Financial Statements in the Ordinary Course this Agreement, each of ▇▇▇▇▇▇▇’▇ independent public accounting firms, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and are characterized as Current Liabilities as S.R. ▇▇▇▇▇▇▇▇▇, P.C., was independent of ▇▇▇▇▇▇▇ and its management. As of the Closing Date date hereof, ▇▇▇▇▇▇▇’▇ independent public accounting firm, S.R. ▇▇▇▇▇▇▇▇▇, P.C., has not resigned (or informed ▇▇▇▇▇▇▇ that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected it intends to resign) or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business been dismissed as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that a result from, arise out of or are attributable toin connection with any disagreements with ▇▇▇▇▇▇▇ on a matter of accounting principles or practices, any breach of any such Transferred Contract prior to Closing)financial statement disclosure or auditing scope or procedure.

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate and complete copies of the The Company's ---------------------------------------- consolidated and non-consolidated reviewed balance sheet and statement consolidated statements of income operations, cash flows and changes in stockholders' equity for the year ended December 31, 1998 and the Company's consolidated balance sheet and consolidated statements of operations and cash flow of Seller as of and flows for the years nine months ended August 31September 30, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 1999 (collectively, the “Year End "Financial Statements”"), each as filed by the Company with the Securities and Exchange Commission (the "SEC") and for the 4 months ended December on Form 10-K on March 31, 2015 (the “Interim Financial Statements,” 1999 and together with the Year End Financial Statementson Form 10-Q on November 15, the “Financial Statements”). The Financial Statements 1999, respectively, have been prepared in accordance with ASPE generally accepted accounting principles consistently applied (except as disclosed may be noted therein). Furthermore, the Financial Statements are complete and correct in the footnotes), except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not all material respects and (2) the omission of footnote disclosure required by ASPE. The books accurately set out and records of Seller have been maintained in accordance with sound business practice and reflect describe in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and condition, results of operations operations, cash flows or changes in stockholders' equity of Seller at the dates Company and its subsidiaries as of the date or for the periods indicated therein and are consistent with period indicated. There has been no material change in the books and records of Seller. (b) Except Company's accounting policies except as described in Section 5.14(b) of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are notes to the Financial Statements. Except as set forth or reserved for in the Financial Statements; , neither the Company nor any of its subsidiaries has any indebtedness, obligation or liability (iicontingent or otherwise) which have arisen after that, either alone or when combined with all similar obligations or liabilities, would be material to the date Company and its subsidiaries taken as a whole, and there does not exist a set of circumstances that, to the knowledge of the Financial Statements Company, could reasonably be expected to result in any such material indebtedness, obligation or liability. Since December 31, 1998, there has been no material adverse change in the Ordinary Course and are characterized consolidated business, financial condition, results of operations, assets, liabilities or prospects of the Company or its subsidiaries. The Company has made all filings (the "SEC Filings") with the SEC required under the Securities Exchange Act of 1934, as Current Liabilities amended (the "Exchange Act"), or the Securities Act. None of the SEC Filings, as of their respective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but statements therein not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)misleading.

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate and complete copies of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”). The Financial Statements have been were prepared in accordance with ASPE (except as disclosed in GAAP consistently applied and present fairly the footnotes), except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein therein. (b) Seller maintains and complies in all material respects with a system of accounting controls sufficient to provide reasonable assurances that: (i) its business is operated in accordance with management's general or specific authorization; (ii) transactions are consistent recorded as necessary to permit preparation of Seller's financial statements in conformity with GAAP, and to maintain accountability for items therein; (iii) access to properties and assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for items is compared with the books actual levels at regular intervals and records appropriate actions are taken with respect to any differences. (c) On the Most Recent Audited Balance Sheet Date, Seller had no Liability of the type which should be reflected in balance sheets (including the notes thereto) prepared in accordance with GAAP, which was not fully disclosed, reflected or reserved against in the Most Recent Audited Balance Sheet; and, except for Liabilities which have been incurred since the Most Recent Audited Balance Sheet Date in the Ordinary Course, since the Most Recent Audited Balance Sheet Date, Seller has not incurred any Liability. (d) All of the Accounts Receivable which are reflected in the Most Recent Audited Balance Sheet were acquired by Seller in the Ordinary Course; and all of the Accounts Receivable which have been or will be acquired by Seller since the Most Recent Audited Balance Sheet Date were or will be acquired in the Ordinary Course. Each of the Accounts Receivables arose from bona fide sales of goods or services in the Ordinary Course to Persons that are not Affiliates of Seller. (be) Except As of the date hereof, Seller has no Indebtedness except as described in Section 5.14(b7.13(e) of the Disclosure Schedule; and, Seller does not have any Liabilities other than those Liabilities: (i) which are set forth or reserved for in the Financial Statements; (ii) which have arisen after the date of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that Closing, Seller will be, have no Indebtedness (other than the letters of credit identified in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital Section 7.13(e) of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to ClosingDisclosure Schedule).

Financial Statements and Related Matters. (a) Section 5.14(a) Seller has previously furnished to Buyer the statements of revenues and expenses of the Disclosure Schedule contains accurate and complete copies of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and Business for the years ended August 31, 2015 twelve (the “Most Recent Fiscal Year End”12) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 2016, December 31, 2017 and December 31, 2018 (the “Interim Financial Statements,” collectively with any related notes and together with the Year End Financial Statementsschedules thereto, the “Financial Statements”), copies of which are attached hereto as Schedule 3.4(a). The Financial Statements have been prepared in accordance with ASPE (except as disclosed in the footnotes), except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material complete and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect accurate in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Sellerrespects. (b) Except as described in Section 5.14(b) of disclosed on Schedule 3.4(b), the Disclosure Schedule, Seller Business does not have and Seller is not aware of any Liabilities liabilities or obligations of any nature, whether absolute, accrued, unmatured, contingent or otherwise, or any unsatisfied judgments or any unusual or extraordinary commitments other than those Liabilities: trade payables and accrued expenses incurred in the ordinary course of business since December 31, 2018. (c) Since December 31, 2018, (i) which are set forth or reserved for the Business has been conducted only in the Financial Statements; ordinary course consistent with past practice, and (ii) which there has not been any change in the accounting methods, principles or practices of Seller. (d) Except for the Deferred Revenue Liabilities and as set forth on Schedule 3.4(d), there is no Debt of Seller or its Affiliates in connection with the Business or in connection with the Acquired Assets. (e) The Deferred Revenue Liabilities set forth on Schedule 2.3(a)(ii) include all prepayments, prebilled invoices and deposits that have arisen been received by Seller from customers for Business services to be performed (or for products to be shipped, if any), after the Closing Date. The prepaid expenses set forth on Schedule 2.1(f) include all prepayments, prebilled invoices and deposits that have been made or paid by Seller as of the date hereof to vendors or suppliers of the Business for products to be shipped, or services to be performed, after the Closing Date. All such prepayments, prebilled invoices and deposits are properly accrued for on the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as accordance with GAAP. (f) Set forth on Schedule 3.4(f) is a complete list of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital subscribers of the Business as for each month of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result fromfiscal years 2016, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)2017 and 2018.

Financial Statements and Related Matters. (a) Section 5.14(a) Seller has delivered to Buyer the unaudited balance sheet of the Disclosure Schedule contains accurate Business as at December 31, 2007 and complete copies the unaudited balance sheet of the consolidated and non-consolidated reviewed balance sheet and statement Business as at March 31, 2008 (the “Interim Balance Sheet”) (collectively, including the notes thereto, the “GAAP Balance Sheets”), the related unaudited statements of income and cash flow of Seller as of and for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months year ended December 31, 2015 2007, and the related unaudited statements of income and cash flow for the three month period ended March 31, 2008 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “GAAP Financial Statements”). The GAAP Financial Statements have accurately and fairly reflect the business, assets, liabilities, financial condition, cash flow, and results of operations of the Business as at the respective dates thereof and for the periods therein referred to. Each of the GAAP Financial Statements has been prepared in accordance with ASPE (except as disclosed in the footnotes), except forGAAP subject, in the case of the Interim Financial StatementsBalance Sheet, (1) to normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPEfootnotes. Seller has also delivered to Buyer the unaudited balance sheets of the Business as at December 31, 2006 and 2005 (collectively, including the notes thereto, the “Non-GAAP Balance Sheets,” together with the GAAP Balance Sheets, the “Balance Sheets”), and the related unaudited statements of income and cash flow for the years ended December 31, 2006 and 2005 (the “Non-GAAP Financial Statements”). The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Non-GAAP Financial Statements accurately and fairly present reflect the consolidated and non-consolidated business, assets, liabilities, financial position condition, cash flow, and results of operations of Seller the Business as at the respective dates thereof and for the periods indicated therein and are consistent with the books and records of Sellerreferred to. (b) Except as described in Section 5.14(b) The GAAP Balance Sheets reflect all liabilities of the Disclosure ScheduleBusiness, Seller does whether absolute, accrued or contingent, as of the respective dates thereof of the type required to be reflected or disclosed in a balance sheet (or the notes thereto) prepared in accordance with GAAP. The Business has no liabilities or obligations of any nature, absolute, accrued or contingent, matured or unmatured, known or unknown, including any capital lease obligations, Tax liabilities, tort claims, or other litigation that are not have any Liabilities reflected on the Interim Balance Sheet, other than those Liabilities: (i) which are set forth or reserved for in the Financial Statements; (ii) which have arisen after current liabilities incurred since the date of the Financial Statements thereof in the Ordinary Course of Business and that are characterized as Current Liabilities as neither material in amount nor inconsistent with any of the Closing Date that will be, representations and warranties contained in accordance with this Agreement. There is no basis for the Joint Issues and Reverse Earn Out Payment Agreement, assertion against the Business of any liability (other than current liabilities referred to above) not fully reflected or reserved for against in the Final Closing GAAP Balance Sheet Sheets. (c) The Balance Sheets reflect reserves or other appropriate provisions at least equal to reasonably anticipated liabilities, losses, and the calculation of Net Working Capital expenses of the Business as of the Closing Date; respective dates thereof, whether or not required to be disclosed by GAAP, including those with respect to income and other Taxes, warranty claims, bad debts, unsaleable inventories, salaries, vacation pay, and plans and programs (iiiincluding medical and other benefits programs) which constitute Assumed Employee Liabilities that have arisen after for the date benefit of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)present and former employees.

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate and complete copies of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with ASPE (except as disclosed in the footnotes), except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Seller. (b) Except as described in Section 5.14(b) of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are set forth or reserved for in the Financial Statements; (ii) which have arisen after the date of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing). (c) As of the date hereof, Seller does not have any Indebtedness in connection with or affecting the Business except as described in Section 5.14(c) of the Disclosure Schedule, provided that for purposes of this Section 5.14(c), the defined term “Indebtedness” shall be construed and applied as excluding subsections (e), (g), (i) and (j) of such definition, and further provided that in respect of Accounts Payable comprising part of Indebtedness, this representation is made as of January 31, 2016 and not as of the date hereof. Section 5.14(c) of the Disclosure Schedule sets forth: (i) each Contract containing a Customer Repurchase Obligation; and (ii) for each such Contract, the amount of such Customer Repurchase Obligation as of April 1, 2016 and for each subsequent anniversary of April 1, 2016 through the last anniversary on which the Customer Repurchase Obligation for such Contract remains outstanding.

Financial Statements and Related Matters. (a) Section 5.14(aThe Financial Statements Schedule attached hereto consists of: (i) of the Disclosure Schedule contains accurate and complete copies of the Company’s unaudited consolidated and non-consolidated reviewed balance sheet as of March 31, 2013 (the “Latest Balance Sheet”) and the related unaudited consolidated statement of income and cash flow of Seller as of and flows for the years three-month period then ended August 31, 2015 (the “Most Recent Fiscal Year End”) Latest Statement of Income and August 31, 2014 (collectivelyCash Flows” and together with the Latest Balance Sheet, the “Year End Unaudited Financial Statements”) and for (ii) the 4 months ended Company’s audited consolidated balance sheets as of December 31, 2015 2010, 2011 and 2012, and the related audited consolidated statements of income, cash flows and members’ equity for each of the twelve-month periods then ended (the “Interim Audited Financial Statements,” and together with the Year End Unaudited Financial Statements, the “Financial Statements”). The Except as set forth on the attached Financial Statements Schedule, the Financial Statements have been prepared in accordance with ASPE GAAP (except as disclosed in the footnotes), except for, subject in the case of the Interim Unaudited Financial Statements, (1) normal recurring Statements to the absence of footnote disclosures and year-end adjustments that are not material adjustments), consistently applied, and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect present fairly in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and condition, results of operations and cash flows of Seller at the dates Company and its Subsidiaries (taken as a whole) as of the times and for the periods indicated therein referred to therein. Neither the Company nor any of its Subsidiaries has any liabilities or obligations that would be required by GAAP to be reflected or reserved against in a consolidated balance sheet, other than liabilities and are consistent obligations (x) included or disclosed in the Financial Statements, (y) incurred in the Ordinary Course of Business since the date of the Latest Balance Sheet (none of which is a liability or obligation for breach of contract, breach of warranty, tort or infringement or a claim or lawsuit or an environmental liability) or (z) incurred directly in connection with this Agreement or the books and records of Sellertransactions contemplated hereby. (b) The Company and its Subsidiaries have established and maintain a system of internal accounting controls which it believes is sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any auditor, accountant or representative of the Company or its Subsidiaries has received any adverse written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiaries or their respective accounting controls. (c) Except as described in Section 5.14(b) set forth on the Accounts Receivable Schedule, all accounts receivable of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which Company and its Subsidiaries that are set forth or reserved for in reflected on the Financial Statements; (ii) which have arisen after the date Latest Balance Sheet of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities Company or its Subsidiaries as of the Closing Date that (collectively, the “Accounts Receivable”) represent or will berepresent valid obligations arising from bona fide sales actually made or services actually performed in the Ordinary Course of Business, and the goods and services involved have been sold, delivered and performed to the account obligors, and no further goods are required by the Company or any Subsidiary thereof to be provided and no further services are required to be rendered by the Company or any Subsidiary thereof in order to entitle the Company or the applicable Subsidiary thereof to seek collection of such accounts receivable. Except as set forth on the Accounts Receivable Schedule, (i) the Accounts Receivable have not been assigned or pledged to any other Person, and (ii) unless paid prior to the Closing Date, the Accounts Receivable are subject to no valid counterclaims, deductions, credits, setoffs or other offsets, other than as set forth in the Company’s and its Subsidiaries’ books and records. (d) Except as set forth on the Inventory Schedule, the Company’s and its Subsidiaries’ inventory, net of the reserves applicable to such inventory specifically included in the Company’s and its Subsidiaries’ books and records, consists of a quantity and quality which, except as reflected in such reserves, (i) is properly reflected on the Company’s and its Subsidiaries’ books and records in accordance with GAAP (subject to the Joint Issues absence of footnote disclosures and Reverse Earn Out Payment Agreementyear-end adjustments), fully reflected or reserved for (ii) is usable and, with respect to finished goods, saleable in the Final Closing Balance Sheet Ordinary Course of Business without rework or discount, and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date items of such inventory are not damaged, defective, slow-moving or obsolete. Except as set forth on the Financial Statements in Inventory Schedule, the Ordinary Course; or Company and its Subsidiaries has good title to such inventory, free and clear of all Liens, except for Permitted Liens. (ive) arising under or pursuant Neither the Company nor any of its Subsidiaries is a party to, nor has any commitment to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable become a party to, any breach joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between the Company or any of its Subsidiaries, on the one hand, and any such Transferred Contract prior to Closingunconsolidated Affiliate of the Company or any of its Subsidiaries, including any structured finance or special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the Securities Exchange Commission)).

Financial Statements and Related Matters. (a) Except as set forth on Section 5.14(a7.13(a) of the Disclosure Schedule contains accurate and complete copies of Schedule, the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and Financial Statements for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”). The Financial Statements have been Partnership were prepared in accordance with ASPE (except as disclosed in GAAP consistently applied and present fairly the footnotes), except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller the Partnership at the dates and for the periods indicated therein therein. The Financial Statements for the Company and are consistent with for the books LLC and records of Seller. (b) the Partnership's Special Purpose Financial Statements have not been audited. Except as described in set forth on Section 5.14(b7.13(a) of the Disclosure Schedule, the Financial Statements for the Company and for the LLC were prepared in accordance with GAAP consistently applied and present fairly the financial position and results of operations of the Company or the LLC (as applicable) at the dates and for the periods indicated therein. (b) Each Seller does not have any Liabilities other than those Liabilitiesmaintains and complies in all material respects with a system of accounting controls sufficient to provide reasonable assurances that: (i) which are set forth its business is operated in accordance with management's general or reserved for in the Financial Statementsspecific authorization; (ii) which have arisen after the date transactions are recorded as necessary to permit preparation of the Financial Statements such Seller's financial statements in the Ordinary Course conformity with GAAP, and are characterized as Current Liabilities as of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved to maintain accountability for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Dateitems therein; (iii) which constitute Assumed Employee Liabilities that have arisen after access to properties and assets is permitted only in accordance with management's general or specific authorization; and (iv) the date recorded accountability for items is compared with the actual levels at regular intervals and appropriate actions are taken with respect to any differences. (c) On the Most Recent Year-End Balance Sheet Date, no Seller had any Liability of the Financial Statements type which should be reflected in balance sheets (including the notes thereto) prepared in accordance with GAAP, which was not fully disclosed, reflected or reserved against in the Most Recent Year-End Balance Sheet; and, except for Liabilities which have been incurred since the Most Recent Year-End Balance Sheet Date in the Ordinary Course, since the Most Recent Year-End Balance Sheet Date, no Seller has incurred any Liability. (d) All of the Accounts Receivable which are reflected in the Most Recent Year-End Balance Sheet were acquired by Sellers in the Ordinary Course; and all of the Accounts Receivable which have been or will be acquired by Sellers since the Most Recent Year-End Balance Sheet Date were or will be acquired in the Ordinary Course. Each of the Accounts Receivables arose from bona fide sales of goods or services in the Ordinary Course to Persons that are not Affiliates of Sellers. (ive) arising under or pursuant to As of the Transferred Contracts (but not Liabilities that result fromdate hereof, arise out no Seller has any Indebtedness, except as described in Section 7.13(e) of or are attributable tothe Disclosure Schedule; and, as of the Closing, no Seller will have any breach of any such Transferred Contract prior to Closing)Indebtedness.

Financial Statements and Related Matters. (a) Section 5.14(a) Seller has delivered to Buyer the compiled balance sheets of the Disclosure Schedule contains accurate Business as at September 30, 2006, 2005, and complete copies 2004, and the balance sheet of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller Business as of and for the years ended August at March 31, 2015 2007 (the “Most Recent Fiscal Year EndInterim Balance Sheet”) and August 31, 2014 (collectively, the “Year End Financial StatementsBalance Sheets”) and ), the related compiled statements of income for the 4 months years ended December September 30, 2006, 2005, and 2004, and the related statements of income for the six month period ended March 31, 2015 2007 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”). The Financial Statements have accurately and fairly reflect the business, assets, liabilities, financial condition, cash flow, and results of operations of the Business as at the respective dates thereof and for the periods therein referred to. Each of the Financial Statements has been prepared in accordance with ASPE (except as disclosed in the footnotes), except forGAAP subject, in the case of the Interim interim Financial Statements, (1) to normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Selleradjustments. (b) Except as described in Section 5.14(b) The Balance Sheets reflect all liabilities of the Disclosure ScheduleBusiness, Seller does whether absolute, accrued, or contingent, as of the respective dates thereof of the type required to be reflected or disclosed in a balance sheet (or the notes thereto) prepared in accordance with GAAP. The Business has no liabilities or obligations of any nature, absolute, accrued, or contingent, matured or unmatured, known or unknown, including any capital lease obligations, Tax liabilities, tort claims, or other litigation that are not have any Liabilities reflected on the Interim Balance Sheet, other than those Liabilities: (i) which are set forth or reserved for in the Financial Statements; (ii) which have arisen after current liabilities incurred since the date of the Financial Statements thereof in the Ordinary Course of Business and which are characterized as Current Liabilities as neither material in amount nor inconsistent with any of the Closing Date that will be, representations and warranties contained in accordance with this Agreement. There is no basis for the Joint Issues and Reverse Earn Out Payment Agreement, assertion against the Business of any liability (other than current liabilities referred to above) not fully reflected or reserved for against in the Final Closing Balance Sheet Sheets. (c) The Balance Sheets do not reflect any reserves or other provisions regarding anticipated liabilities, losses, and the calculation of Net Working Capital expenses of the Business as of the Closing Date; respective dates thereof, including those with respect to income and other Taxes, warranty claims, bad debts, unsaleable inventories, salaries, vacation pay, and plans and programs (iiiincluding medical and other benefits programs) which constitute Assumed Employee Liabilities that have arisen after for the date benefit of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)present and former employees.

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate and complete Company has delivered to Parent copies of (i) the audited consolidated balance sheets of Company and non-its Subsidiaries as at October 31, 2006, 2005 and 2004 and the related audited consolidated reviewed statements of income and of cash flows of Company and its Subsidiaries for the years then ended and (ii) the unaudited consolidated balance sheet of Company and statement its Subsidiaries as at August 4, 2007, and the related consolidated statements of income and cash flow flows of Seller as of Company and its Subsidiaries for the years 9 month period then ended August 31(such audited and unaudited statements, 2015 (including the “Most Recent Fiscal Year End”) related notes and August 31schedules thereto, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, are referred to herein as the “Financial Statements”). The Each of the Financial Statements have has been prepared in accordance with ASPE GAAP consistently applied by Company throughout the periods presented (except as disclosed may be indicated in the footnotes), except fornotes thereto or, in the case of unaudited financial statements, subject to normal audit adjustments, the Interim Financial Statementslack of footnotes and other presentation items, (1the effect of which would not be material in the aggregate) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect presents fairly in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and position, results of operations and cash flows of Seller Company and its Subsidiaries as at the dates and for the periods indicated therein therein. The audited consolidated balance sheet of Company and are consistent with its Subsidiaries as at October 31, 2006 is referred to herein as the books “Balance Sheet” and records of SellerOctober 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) All books, records and accounts of Company and its Subsidiaries are maintained in all material respects in accordance with applicable Laws and good business practice, including the maintenance of an adequate system of internal controls, recognizing that neither Company nor any of its Subsidiaries is subject to compliance with the rules and regulations governing internal controls set forth in the Securities Exchange Act of 1934, as amended. Company has provided Parent with copies of all management letters related to audits of Company and its Subsidiaries for the last three (3) fiscal years. (c) The total cash and cash equivalents of Company and its Subsidiaries as at June 2, 2007 was $5,622,865, and the total amount of Indebtedness for borrowed money and principal portion of capital lease obligations as at June 2, 2007 was $134,795,855; each of such figures was determined in accordance with GAAP applied consistently with the application thereof used in the preparation of the balance sheets included in each of the Financial Statements. (d) Except as described in Section 5.14(b) of the Disclosure Scheduleset forth on Schedule 4.7(d), Seller does not have any Liabilities other than those Liabilities: Company has (i) which are set forth or reserved no Indebtedness for in the Financial Statements; borrowed money, (ii) which have arisen after the date of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, no obligations under leases required to be capitalized in accordance with the Joint Issues GAAP and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after no obligations for the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach reimbursement of any such Transferred Contract prior to Closing)obligor on any letter of credit.

Financial Statements and Related Matters. (a) Section 5.14(a) Schedule 3.05 of the Disclosure Schedule contains accurate Schedules sets forth true, correct, and complete copies of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 following financial statements (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”): (a) The audited consolidated balance sheet of At World Properties Midco, LLC (“Midco”) and its Subsidiaries as of December 31, 2023 and December 31, 2022, the related consolidated statements of operations, of member’s equity, and of cash flows for the fiscal years then ended, including the related notes; and (b) The unaudited consolidated balance sheet of Midco as of June 30, 2024 (the “Latest Balance Sheet”). The , and the related consolidated statements of operations, of member’s equity, and of cash flows for the six (6)-month period then ended. (c) Each of the Financial Statements (including the notes thereto) have been prepared from the financial book and records of the Company Entities, which books and records have been maintained, in all material respects, in accordance with customary business practices of the Company Entities. Except as set forth on Schedule 3.05 (or with respect to the Latest Balance Sheet, the absence of notes (none of which if presented will materially differ from the year-end Financial Statements) and normal and recurring year-end adjustments (none of which will be material, individually or in the aggregate)), the Financial Statements presents fairly, in all material respects, the financial condition of Midco and its consolidated Subsidiaries on a consolidated basis as of the dates thereof and for the periods covered thereby and have been prepared in accordance with ASPE (except as disclosed in GAAP, consistently applied throughout the footnotes), except forperiods covered thereby and, in the case of the Interim audited Financial StatementsStatements delivered pursuant to clause (a) above, audited pursuant to the standards set forth by the American Institute of Certified Public Accountants (1) normal recurring year-end adjustments as applicable to financial statements of acquired companies that are not non-public entities) and accompanied by an independent auditors’ report. (d) No Company Entity is a party to, nor does any Company Entity have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or any off-balance sheet arrangements where the purpose or intended effect of such contract is to avoid disclosure of any transaction involving, or liabilities of, such Company Entity in the Financial Statements of such Company Entity. (e) The Company Entities have implemented (i) disclosure controls and procedures designed to ensure that material information is made known to the management of the Company and (2ii) internal controls designed to ensure that the omission operations of footnote disclosure required by ASPE. The books and records of Seller have been maintained the Company Entities are conducted in accordance with sound business practice the specific and reflect in all material respects general instructions of management. Since the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Seller. (b) Except as described in Section 5.14(b) of the Disclosure ScheduleLookback Date, Seller does not have there has been no written claim asserting any Liabilities other than those Liabilities: (i) which are set forth or reserved for fraud by any employee of the Company Entities in relation to the Financial Statements; (ii) which have arisen after the date preparation of the Financial Statements or (ii) “significant deficiency” or “material weakness” in the Ordinary Course and are characterized as Current Liabilities as internal controls over financing reporting of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)Company.

Financial Statements and Related Matters. (a) Section 5.14(a) Seller has delivered to Buyer the audited balance sheets of the Disclosure Schedule contains accurate Business as at December 31, 2006, 2005, and complete copies 2004, and the balance sheet of the consolidated and non-consolidated reviewed balance sheet and statement Business as at September 30, 2007 (the “Interim Balance Sheet”) (collectively, including the notes thereto, the “Balance Sheets”), the related audited statements of income and cash flow of Seller as of and for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 2006, 2005, and 2004, and the related reviewed statements of income and cash flow for the nine month period ended September 30, 2007 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”). The Financial Statements have accurately and fairly reflect the business, assets, liabilities, financial condition, cash flow, and results of operations of the Business as at the respective dates thereof and for the periods therein referred to. Each of the Financial Statements has been prepared in accordance with ASPE (except as disclosed in the footnotes), except forGAAP subject, in the case of the Interim interim Financial Statements, (1) to normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Sellerfootnotes. (b) Except as described in Section 5.14(b) The Balance Sheets reflect all liabilities of the Disclosure ScheduleBusiness, Seller does whether absolute, accrued or contingent, as of the respective dates thereof of the type required to be reflected or disclosed in a balance sheet (or the notes thereto) prepared in accordance with GAAP. The Business has no material liabilities or obligations of any nature, absolute, accrued or contingent, matured or unmatured, known or unknown, including any capital lease obligations, Tax liabilities, tort claims, or other litigation that are not have any Liabilities reflected on the Interim Balance Sheet, other than those Liabilities: (i) which are set forth or reserved for in the Financial Statements; (ii) which have arisen after current liabilities incurred since the date of the Financial Statements thereof in the Ordinary Course of Business and that are characterized as Current Liabilities as neither material in amount nor inconsistent with any of the Closing Date that will be, representations and warranties contained in accordance with this Agreement. There is no basis for the Joint Issues and Reverse Earn Out Payment Agreement, assertion against the Business of any material liability (other than current liabilities referred to above) not fully reflected or reserved for against in the Final Closing Balance Sheet Sheets. (c) The Balance Sheets reflect reserves or other appropriate provisions at least equal to reasonably anticipated liabilities, losses, and the calculation of Net Working Capital expenses of the Business as of the Closing Date; respective dates thereof, whether or not required to be disclosed by GAAP, including those with respect to income and other Taxes, warranty claims, bad debts, unsaleable inventories, salaries, vacation pay, and plans and programs (iiiincluding medical and other benefits programs) which constitute Assumed Employee Liabilities that have arisen after for the date benefit of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)present and former employees.

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate The Company has delivered to Parent and MergerCo true and complete copies of the following financial statements, copies of which are attached hereto as Schedule 4.5(a) (collectively, the "Financial Statements"): (i) Audited consolidated balance sheets of the Company and non-its Subsidiaries as of December 31, 2003 and December 31, 2004 and consolidated reviewed statements of income and retained earnings and consolidated statements of cash flows for each of the years then ended; (ii) An unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2005 (the "Base Balance Sheet"); and (iii) An unaudited consolidated statement of income and unaudited statement of cash flow flows of Seller as of the Company and its Subsidiaries for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months twelve-month period ended December 31, 2015 (2005. Subject to the “Interim Financial Statements,” absence of footnotes and together year-end audit adjustments with the Year End respect to any unaudited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with ASPE (except as disclosed GAAP consistently applied and present fairly in all material respects the footnotes), except for, in the case consolidated financial condition of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material Company and (2) consolidated results of the omission of footnote disclosure required by ASPECompany's operations at and for the periods presented. The books and records of Seller the Company and its Subsidiaries have been maintained in accordance with sound business practice GAAP and, in all material respects, all Applicable Laws. The Company and reflect its Subsidiaries maintain in all material respects internal controls over financial reporting to provide reasonable assurance regarding the transactions entered into by Seller. The Financial Statements reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly present reflect the consolidated transactions and non-consolidated dispositions of the assets of the Company and its Subsidiaries, (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial position statements in accordance with GAAP, and results that receipts and expenditures of operations the Company and its Subsidiaries are being made only in accordance with authorizations of Seller at management and directors of the dates Company and for its Subsidiaries and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the periods indicated therein assets of the Company and are consistent with its Subsidiaries that could have a material effect on the books and records of Sellerfinancial statements. (b) Except as described in Section 5.14(bNeither the Company nor any Subsidiary has or is subject to any Indebtedness, obligations or liabilities of any kind (whether known, unknown, absolute, accrued, contingent or otherwise) of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are set forth fully reflected in or reserved for against in the Financial Statements; Base Balance Sheet, (ii) which have arisen after immaterial to the date Company or any Subsidiary and incurred in the ordinary course of business since December 31, 2005 not in violation of this Agreement, or (iii) set forth on Schedule 4.5(b). (c) Upon consummation of the Financial Statements Merger, MergerCo will own, possess, have a valid license to, have a valid lease in or otherwise have the Ordinary Course and are characterized as Current Liabilities as right to use all of the Closing Date that will beContracts, in accordance with books and records, rights, properties and assets (including all Intellectual Property and other intangible assets) necessary to conduct the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital business of the Business Company and its Subsidiaries in all material respects as of currently conducted and as the same will be conducted on the Closing Date; . (iiid) which constitute Assumed Employee Liabilities that have arisen after the date The carry-over backlog of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result fromCompany and its Subsidiaries as of December 31, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)2005 was $1,904,218.

Financial Statements and Related Matters. (a) Section 5.14(a) of Attached hereto as Schedule 5.8 are the Disclosure Schedule contains accurate and complete copies of the consolidated and non-consolidated reviewed unaudited balance sheet and statement of income and cash flow sheets of Seller as of May 31, 1996 and September 30, 1996 (the "Interim Balance Sheet Date") and the unaudited income statements of Seller for the years year ended August May 31, 2015 (1996 and the “Most Recent Fiscal Year End”) and August 31, 2014 four-month period ended on the Interim Balance Sheet Date (collectively, the “Year End "Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”"). The Financial Statements have been prepared in accordance with ASPE (except as disclosed in generally accepted accounting principles consistently applied throughout the footnotes)periods covered by such statements, except forare true, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material correct and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect complete in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and in accordance with generally accepted accounting principles, are consistent in accordance with the books and records of Seller, and present fairly, in accordance with generally accepted accounting principles consistently applied, the financial position of Seller on the dates as of which such statements are presented and the results of operations of Seller for each of the periods covered by such statements, subject to normal audit adjustments and the absence of footnotes normally associated with audited financial statements. The statements of operations included in the Financial Statements do not contain any material items of special or non-recurring income or other income not earned in the ordinary course of business of the Seller except as expressly specified therein. The balance sheet dated as of September 30, 1996 included in the Financial Statements is sometimes referred to herein as the "Interim Balance Sheet". (b) Except as described in Section 5.14(b) of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are set forth or reserved for in the Financial Statements; (ii) which have arisen after the date of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital The inventory of the Business consists of raw materials and supplies, manufactured and purchased parts, goods in process, and finished goods, all of which is merchantable and fit for the purpose for which it was procured or manufactured, and none of which is slow-moving, obsolete, damaged, or defective, except as set forth on Schedule 5.8. (c) All properties and tangible assets reflected in the Interim Balance Sheet have a fair market or realizable value at least equal to the value thereof as reflected therein. (d) The books, records, and accounts of Seller accurately and fairly reflect, in reasonable detail, the transactions and their assets and liabilities. Neither Seller nor any of its Affiliates has engaged in any transaction with respect to the Business, maintained any bank account for the Business or used any of its funds in the conduct of the Closing Date; (iii) Business except for transactions, bank accounts and funds which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements been and are reflected in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)its normally maintained books and records.

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate and complete copies of the The unaudited consolidated and non-consolidated reviewed balance sheet and related consolidated statement of income of the Company and cash flow of Seller the Subsidiaries as of and for the years fiscal year ended August December 31, 2015 1997, has been delivered to Buyers (the “Most Recent Fiscal Year End”"1997 Financial Statements"). (b) The unaudited consolidated balance sheet and August related consolidated statements of income of the Company and the Subsidiaries, as of and for the three-month period ended March 31, 2014 1998, has been delivered to Buyers (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “"Interim Financial Statements,” "). (c) The most recently regularly prepared unaudited consolidated balance sheet of the Company and together the Subsidiaries dated as of April 30, 1998, annexed hereto as Exhibit D (the "Current Balance Sheet") reflects completion of the transfer of assets and assumptions of liabilities contemplated by Section 5.1 and reflects that the "total assets of the Company" (including the Subsidiaries) (as that term is defined in the Pre-Notification Rules issued by the Federal Trade Commission pursuant to the ▇▇▇▇- ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act as amended) is less than $25 million. In accordance with the Year End last regularly prepared balance sheet of the Company and as of the Effective Date, the total assets of the Company and the Subsidiaries are less than $25 million. The "annual net sales" (as that term is defined in the above-referenced rules) of the Company and the Subsidiaries for the 12-month period ending as of the Effective Date is less than $25 million. (d) The 1997 Financial Statements, the “Interim Financial Statements”). The Financial Statements , and the Current Balance Sheet have been prepared in accordance with ASPE (except generally accepted accounting principles applied on a consistent basis throughout the periods indicated and present fairly the financial position, results of operations, revenue and changes in financial position of the Company and the Subsidiaries as disclosed in of the footnotes)indicated dates and for the indicated periods. The 1997 Financial Statements, except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller Current Balance Sheet have been maintained prepared in a manner which is materially consistent with the historical treatment of the financial statements of the Company and the Subsidiaries. Except to the extent reflected, disclosed or provided for in the balance sheet included in the Interim Financial Statements, subsequent to December 31, 1997, neither the Company nor any Subsidiary has incurred any material liabilities or material obligations that would normally be reflected in financial statements (including footnotes) prepared in accordance with sound generally accepted accounting principles, other than liabilities incurred in the ordinary course of business practice or described in Schedule 4.5(d), and reflect neither the Company nor any Seller has knowledge of any basis for the assertion of any such liability or obligation. (e) Since December 31, 1997, there has been no material adverse change in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and position, assets, liabilities, results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Seller. (b) Except as described in Section 5.14(b) or business of the Disclosure Schedule, Seller does not have Company or any Liabilities other than those Liabilities: (i) which are set forth or reserved for in Subsidiary. To the Financial Statements; (ii) which have arisen after the date knowledge of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet Sellers and the calculation of Net Working Capital of the Business Company and Subsidiaries as of the Closing Date; (iii) , there are no pending or proposed statutes, rules or regulations, nor any current or pending developments or circumstances, which constitute Assumed Employee Liabilities that would have arisen after a material adverse effect on the date financial position, assets, liabilities, results of operations or business of the Financial Statements in Company or any Subsidiary. (f) The Net Commission Revenue of the Ordinary Course; or (iv) arising under or pursuant Company and the Subsidiaries for the year ended December 31, 1997, was $9,494,678, and Sellers have furnished a schedule to Buyer setting forth the Transferred Contracts (but not Liabilities that result from, arise out computation of or are attributable to, any breach of any such Transferred Contract prior to Closing)Net Commission Revenue.

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Attached hereto as Schedule contains accurate and complete 4.6 are copies of the consolidated and non-consolidated reviewed Company’s (i) unaudited balance sheet as of February 28, 2010 (the “Latest Balance Sheet”) and statement the related statements of income and cash flow of Seller as of and flows for the years ended August 31, 2015 two (the “Most Recent Fiscal Year End”2) month period then ended; and August 31, 2014 (collectively, the “Year End Financial Statements”ii) audited balance sheets and statements of income and cash flows for the 4 months fiscal years ended December 31, 2015 2007, 2008 and 2009. Each of the foregoing financial statements (including in all cases the “Interim Financial Statements,” and together with the Year End Financial Statementsnotes thereto, if any) (collectively the “Financial Statements”) is accurate and complete, is consistent with the Company’s books and records (which, in turn, are accurate and complete and maintained in accordance with GAAP). The Financial Statements have , presents fairly the Company’s financial condition and results of operations as of the times and for the periods referred to therein, and has been prepared in accordance with ASPE (except as disclosed in the footnotes)GAAP, except for, subject in the case of the Interim Financial Statements, (1) unaudited financial statements to changes resulting from normal recurring year-end adjustments that for recurring accruals (which shall not be material individually or in the aggregate) and to footnote disclosure. Except as separately identified in Schedule 4.6, there are not material and (2) no special or nonrecurring items of income or expense during the omission of footnote disclosure required periods covered by ASPEthe Financial Statements. The books accounts and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Seller. (b) Except as described in Section 5.14(b) notes receivable of the Disclosure Schedule, Seller does not have any Liabilities other than those LiabilitiesCompany reflected on the Latest Balance Sheet: (i) which are set forth or reserved for arose from bona fide sales transactions in the Financial Statements; ordinary course of business and are payable on ordinary trade terms, (ii) which have arisen after the date are legal, valid and binding obligations of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, respective debtors enforceable in accordance with the Joint Issues their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors rights generally, and Reverse Earn Out Payment Agreementby general equitable principles, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after are not subject to any valid set-off or counterclaim except to the date of the Financial Statements extent set forth in the Ordinary Course; or Latest Balance Sheet, (iv) arising under do not represent obligations for goods sold on consignment, on approval or pursuant on a sale-or-return basis or subject to any other repurchase or return arrangement, (v) are collectible in the Transferred Contracts (but not Liabilities that result fromordinary course of business consistent with past practice in the aggregate recorded amounts thereof, arise out of or are attributable to, any breach net of any such Transferred Contract prior applicable reserve reflected in the Latest Balance Sheet, and (vi) are not the subject of any actions or proceedings brought by or on behalf of the Company. The transactions of the Company are executed with management’s authorization, are recorded as necessary to Closing)permit preparation of financial statements in accordance with GAAP, access to its assets is permitted only in accordance with management’s authorization, and the recorded accountability for its assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Financial Statements and Related Matters. (a) Section 5.14(a3.4(a) of the Company Disclosure Schedule contains accurate Letter sets forth true, correct and complete copies of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 following financial statements (collectively, the “Year End Company Financial Statements”): (i) (A) the unaudited combined balance sheets of the Management Company and for the 4 months ended GP Holdings as of December 31, 2015 2020 and December 31, 2019, and the related combined statements of income for the fiscal years then ended and (B) the unaudited balance sheet of Oak Street Seeding and Strategic Capital, LLC as of December 31, 2020 and December 31, 2019, and the related statements of income for the fiscal years then ended; and (ii) (A) the unaudited combined balance sheets of the Management Company and GP Holdings as of the Latest Balance Sheet Date, and the related combined statements of income for the six (6) month period then ended and (B) the unaudited balance sheet of Oak Street Seeding and Strategic Capital, LLC as of the Latest Balance Sheet Date, and the related statement of income for the six (6) month period then ended (the “Interim Financial Statements,” balance sheets described in clauses (A) and together with the Year End Financial Statements(B), collectively, the “Financial StatementsLatest Company Balance Sheets”). The . (b) Each of the Company Financial Statements have been prepared in accordance with ASPE (except as disclosed in including the footnotes)notes thereto, except for, in the case of the Interim Financial Statements, (1if any) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect presents fairly in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at Management Company as of the dates thereof and for the periods indicated therein and are consistent with the books and records of Seller. (b) Except as described in Section 5.14(b) of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are set forth or reserved for in the Financial Statements; (ii) which have arisen after the date of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, covered thereby in accordance with the Joint Issues modified accrual basis of accounting, consistently applied throughout the periods covered thereby (except as otherwise noted therein and Reverse Earn Out Payment Agreementsubject to the absence of footnote disclosures and, fully reflected or reserved for in the Final Closing case of the Latest Company Balance Sheet Sheets, normal year-end adjustments for recurring accruals that are not expected to be material). Each such Company Financial Statement has been made available to Parent. (c) Management Company has designed and maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the calculation preparation of Net Working Capital financial statements for external purposes in accordance with the modified accrual basis of accounting. Management Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with the Business as modified accrual basis of the Closing Date; accounting and to maintain asset accountability and (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements access to assets is permitted only in the Ordinary Course; accordance with management’s general or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)specific authorization.