Common use of Financial Statements; No Undisclosed Liabilities Clause in Contracts

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to the Disclosure Memorandum sets forth (i) the unaudited balance sheets and statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto), and (iii) fairly present in all material respects the financial position, results of operations, and changes in financial position of Seller as of the dates and for the periods indicated, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The balance sheet of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken as

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to the Disclosure Memorandum sets forth (i) the unaudited balance sheets and The audited consolidated financial statements of operations and cash flows the Company (including any related notes thereto) included in the SEC Reports complied, as of Seller at and for the three fiscal years ended December 31their respective dates, 2021with applicable accounting requirements, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively were prepared in accordance with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) are accurate and complete except GAAP as in di minimis respects, and prepared based effect on the books and records dates of Sellersuch financial statements, (ii) have been prepared in conformity with GAAP applied on a consistent basis consistent with prior accounting throughout the periods involved (except as may be indicated in the notes thereto), and (iii) fairly present in all material respects the financial position, results of operations, and changes in consolidated financial position of Seller as the Company and the Subsidiaries at the respective dates thereof and the consolidated statements of the dates operations and cash flows for the periods indicatedindicated therein. The unaudited consolidated financial statements of the Company (including any related notes thereto) for all interim periods included in the SEC Reports complied, as of their respective dates, with applicable accounting requirements, have been prepared in accordance with GAAP as in effect on the dates of such financial statements, applied on a consistent basis throughout the periods involved (except as otherwise noted therein and subject, may be indicated in the case notes thereto), and fairly present in all material respects the consolidated financial position of the Interim Financial Statements, Company and the Subsidiaries at of the respective dates thereof and the consolidated statements of operations and cash flows for the periods indicated therein (subject to normal and recurring yearperiod-end adjustments and the absence of notes that will notadjustments). (b) Except (i) as set forth, individually reflected or reserved against in the aggregate, be material. The consolidated balance sheet (including the notes thereto) of Seller the Company included in the Company’s Form 10-K for the 2007 calendar year, as of March 31amended, 2024 (the “Seller Balance Sheet DateCompany 2007 Form 10-K”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against(ii) for liabilities and obligations incurred since December 31, as prescribed by GAAP, 2007 in the Seller Balance Sheetordinary course of business consistent with past practice, neither the Company nor any Subsidiary has any liabilities or obligations of any nature (whether known or unknown, accrued, absolute, contingent or otherwise and whether due or to become due) except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that for such liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to be materially adverse material to Seller the Company and its the Subsidiaries, taken asas a whole.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) There are no liabilities, debts, claims or obligations of any nature of the Company or its Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due (the Disclosure Memorandum sets forth “Liabilities”), except (i) Liabilities disclosed in Section 3.4(a) of the unaudited balance sheets Company Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and statements (iv) Liabilities incurred since the date of operations the Latest Company Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the Company has no assets, liabilities, debts, claims or obligations of any nature, whether known, unknown, accrued, absolute, direct or indirect, other than the ownership by the Company of all of the outstanding shares of common stock of the Operating Subsidiary. (b) Each report, schedule, form, statement and cash flows other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by the Operating Subsidiary and its Subsidiaries with the SEC since December 28, 2012 (such documents, together with any documents filed with the SEC by the Operating Subsidiary and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Company SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of Seller at this Agreement), complied in all material respects with the applicable requirements of SOX and for the three fiscal years ended December 31Exchange Act or the Securities Act, 2021, 2022as the case may be, and 2023 (the “Annual Financial Statements”) rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) an unaudited balance sheet did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is not, and statements of operations and cash flows of Seller at and for the three-month period ended March 31has not been since December 28, 2024 (the “Interim Financial Statements” and collectively 2012, required to furnish or file any report, schedule, form, statement or other document with the Annual Financial Statements, SEC. Each of the “Financial Statements”). The Financial Statements consolidated financial statements included in the Company SEC Documents (iA) are accurate complied at the time it was filed as to form in all material respects with applicable accounting requirements and complete except in di minimis respects, the published rules and prepared based on regulations of the books SEC with respect thereto and records of Seller, (iiB) have been was prepared in conformity accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis consistent with prior accounting during the periods involved (except as may be indicated in the notes thereto), ) and (iii) fairly present presented in all material respects the financial position, results of operations, and changes in consolidated financial position of Seller the applicable Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods indicated, shown (except as otherwise noted therein that the unaudited statements may not contain footnotes and subject, in the case of the Interim Financial Statements, are subject to normal and recurring year-end adjustments audit adjustments). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the absence general or specific authorization of notes the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that will not, individually or material information required to be disclosed by the Company and its Subsidiaries in the aggregatereports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be material. The disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Operating Subsidiary to make the certifications required under the Exchange Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or any of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken ason the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, the Operating Subsidiary’s principal executive officer and its principal financial officer have disclosed to the Operating Subsidiary’s auditors and the audit committee of the Operating Subsidiary’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Operating Subsidiary’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Operating Subsidiary’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (f) Other than the Operating Subsidiary, neither the Company nor any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (g) The Signing Underfunded Amount is equal to the Underfunded Amount as of November 30, 2013 net of taxes calculated at a 37.8% tax rate, as determined by an unaffiliated third party in accordance with the customary terms and procedures utilized for the calculation of such number with respect to the Operating Subsidiary prior to the date hereof and the terms and procedures that will be utilized for the calculation of the Closing Underfunded Amount.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to True and complete copies of the Disclosure Memorandum sets forth (i) audited balance sheet of the unaudited balance sheets Company as at December 31, 2009, and the related audited statements of operations income, shareholders’ equity and cash flows of Seller at the Company, together with all related notes and for schedules thereto, accompanied by the three fiscal years ended December 31, 2021, 2022, and 2023 reports thereon of the Company’s independent auditors (the “Annual Company Financial Statements”) and are attached hereto as Section 4.10(a) of the Company Disclosure Letter. (iib) an unaudited balance sheet and statements Except as set forth in Section 4.10(b) of operations and cash flows the Company Disclosure Letter, each of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Company Financial Statements (i) are accurate correct and complete except and have been prepared in di minimis respects, and prepared based on accordance with the books and records of Seller, the Company; (ii) have been prepared in conformity accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with prior accounting periods each other (except as may be indicated in the notes thereto), ; and (iii) fairly present present, in all material respects respects, the financial position, results of operations, operations and changes in financial position of Seller as cash flows of the Company,, as the case may be, as at the respective dates thereof and for the respective periods indicatedindicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Interim Financial StatementsCompany, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The . (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of Seller the Company as of March at December 31, 2024 2009 (such balance sheet, together with all related notes and schedules thereto, the “Seller Balance Sheet Date”) is herein referred to as the “Seller Company Balance Sheet.” Seller has no material Liabilities that are ”), the Company does not fully have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or reserved against, as prescribed by GAAP, disclosed in the Seller notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would are not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and its Subsidiaries, taken as(iii) liabilities described in Section 4.10(c) of the Company Disclosure Letter. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to True and complete copies of the Disclosure Memorandum sets forth (i) the unaudited audited financial statements (including balance sheets sheet and statements related statement of operations income and notes thereto), shareholders’ equity and cash flows of Seller at and Palladium for the three fiscal years year ended September 30, 2007, (ii) audited financial statements (including balance sheet and related statement of income and notes thereto), shareholders’ equity and cash flows of Pallinvest SAS for the fiscal year ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) financial statements (including balance sheet and related statement of income), shareholders’ equity and cash flows of SC Spitfire Finance for the fiscal year ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) 2007 and (iiiv) an unaudited balance sheet accounts for Vantage Finance SAS covering the period beginning as at the date of creation of the company and statements of operations and cash flows of Seller at and for the three-month period ended March ending on December 31, 2024 2007 (the “Interim Financial Statements” and collectively together with the Annual Financial Statementsfinancial statements delivered pursuant to Section 5.19, the “Financial Statements”), are attached hereto as Schedule 3.8(a). The Each of the Financial Statements (i) are accurate gives a true and complete except in di minimis respects, and prepared based on fair view (sont réguliers et sincères et donnent une image fidèle) of the books and records financial position of Sellerthe relevant company, (ii) have has been prepared in conformity accordance with GAAP applied on a consistent basis consistent with prior accounting throughout the periods indicated (except as may be indicated in the notes thereto), ) and (iii) fairly present presents, in all material respects respects, the financial position, results of operations, operations and changes in financial position of Seller as cash flows of the relevant company, as at the respective dates thereof and for the respective periods indicatedindicated therein, except as otherwise noted therein therein. (b) Except as and subject, to the extent adequately accrued or reserved against in the case respective balance sheets included in the Financial Statements (such balance sheets, together with all related notes and schedules thereto, the “Balance Sheets”), none of the Interim Financial StatementsCompany’s Subsidiaries has any Liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to normal be reflected in a balance sheet of such Subsidiary or disclosed in the notes thereto, except for Liabilities and recurring year-end adjustments and obligations, incurred in the absence ordinary course of notes business consistent with past practice since the date of the respective Balance Sheets, that will are not, individually or in the aggregate, be material. material to such Subsidiary. (c) Except as set forth in Schedule 3.8(c), the Company does not have any Liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown. (d) The balance sheet books of Seller as account and financial records of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance SheetCompany’s Subsidiaries are true and correct and have been prepared and are maintained in accordance with sound accounting practice.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken as

Financial Statements; No Undisclosed Liabilities. The Sellers have delivered to Purchaser copies of (aA) Schedule 2.5(a) the reviewed consolidated statement of assets, liabilities and stockholder's equity, the consolidated statement of revenues and expenses, the consolidated statement of stockholders' equity, the consolidated statement of cash flows, and the notes to consolidated financial statements of the Disclosure Memorandum sets forth Companies as of December 31, 2008, accompanied by the report thereon of ▇▇▇▇▇, ▇▇▇▇▇▇ & Co., P.C., Certified Public Accountants, (iB) the unaudited balance sheets consolidated statement of assets and statements liabilities and the unaudited statement of operations income and cash flows expenses of Seller at and for the three fiscal years ended Companies as of December 31, 2021, 20222009 (the "2009 Financial Statements"), and 2023 (C) the unaudited consolidated balance sheet of the Companies as of February 28, 2010 (the “Annual Financial Statements”"Interim Balance Sheet"). Items (A), (B) and (iiC) in this Section 3.1(j) collectively are referred to herein as the "Company Financial Statements." The Company Financial Statements are all prepared on an unaudited balance sheet and statements income tax basis, not GAAP, but do include FAS 69 . Except as set forth in Schedule 3.1(j), as of operations and cash flows the date of Seller at and for this Agreement, there is no liability or obligation of any kind, whether accrued, absolute, fixed, contingent or otherwise, of any Company other than (W) liabilities adequately reflected or reserved against in the three-month period ended March Interim Balance Sheet, (X) liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller2008, (iiY) have been any such liabilities which would not be required to be presented in financial statements or the notes thereto prepared in conformity with GAAP financial statements prepared on an income tax basis, in a basis manner consistent with prior accounting periods past practice, in the preparation of the 2009 Financial Statements and which, individually or in the aggregate would not reasonably be expected to have a material adverse effect on the any Company, or (except as may be indicated in Z) liabilities otherwise disclosed on Schedule 3.1(j) or expressly permitted by this Agreement. The Company Financial Statements, including the notes thereto), were prepared on an income tax basis, applied on a consistent basis throughout the periods covered thereby and (iii) the 2009 Financial Statements fairly present in all material respects the financial position, position of the Companies covered thereby at the dates thereof and the results of operations, and changes in financial position of Seller as the operations of the dates and Companies covered thereby for the periods indicated, except as otherwise noted therein and subject, indicated in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The balance sheet of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheetaccordance with income tax basis accounting.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken as

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Company has delivered to the Disclosure Memorandum sets forth (i) Purchaser the unaudited annual audited consolidated balance sheets sheets, income statements and statements of operations and cash flows flow of Seller at the Group Companies as of and for the three fiscal years year ended December 31, 20212013, 2022as well as unaudited consolidated balance sheets, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet income statements and statements of operations and cash flows of Seller at and flow for the three-month period three months ended March 31, 2024 2014 (the “Interim Financial Statements” foregoing financial statements and collectively with the Annual Financial Statements, any notes thereto are hereinafter referred to as the “Financial Statements”). The Such Financial Statements (i) are accurate and complete except in di minimis respects, and have been prepared based on from the books and records of Sellerthe Group Companies and fairly present, in all material respects, the financial condition, results of operations and cash flows of such Group Company at the date or periods therein indicated, and were prepared in accordance with GAAP applied on a consistent basis during the period involved (except, as to the unaudited financial statements, for the omission of notes thereto and normal year-end audit adjustments). (b) No Group Company has any debts (including any indebtedness for borrowed money that it has directly or indirectly created, incurred, assumed, guaranteed or indemnified, or with respect to which the Group Company has otherwise become directly or indirectly liable), liabilities or obligations of any nature, whether due or to become due, absolute, accrued, contingent or otherwise, other than (i) as reflected or reserved against in consolidated balance sheet included in the audited Financial Statements for the year ended December 31, 2013 or (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in current liabilities that were incurred after the notes thereto), and (iii) fairly present in all material respects the financial position, results of operations, and changes in financial position of Seller as of the dates and for the periods indicated, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The balance sheet of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course ordinary course of the Group Companies’ business consistent with past practices that would not, individually or are not material in the aggregateaggregate or (iii) are not and would not be material to the business of the Group Companies. (c) Each Group Company has good and marketable title to all assets set forth on the balance sheets of the Financial Statements, reasonably be expected to be materially adverse to Seller except for such assets as have been spent, sold or transferred in the ordinary course of business since the Balance Sheet Date. (d) Each Group Company maintains a standard system of accounting established and its Subsidiaries, taken asadministered in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to The audited balance sheet of City as of December 31, 1997 and the Disclosure Memorandum sets forth (i) related audited statements of operations, stockholders' equity and cash flows for the period from January 1, 1997 through December 31, 1997, together with the unaudited balance sheets sheet of City (the "CITY BALANCE SHEET") as of June 30, 1998 (the "CITY BALANCE SHEET DATE") and the related unaudited statements of operations, stockholders' equity and cash flows for the six month period ending June 30, 1998 (collectively, including the related notes and schedules thereto, the "CITY FINANCIAL STATEMENTS") are in accordance with the books and records of City and are complete and correct in all material respects, have each been prepared in accordance with GAAP in conformity with the practices consistently applied by City throughout the periods involved and present fairly the financial position, results of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto), and (iii) fairly present in all material respects the financial position, results of operations, and changes in financial position of Seller City as of the dates and for the periods indicated, except as otherwise noted therein specified. True and subject, in the case complete copies of the Interim City Financial Statements, Statements have previously been supplied to normal and recurring year-end adjustments and USA. (b) As of the absence of notes that will not, individually or in the aggregate, be material. The balance sheet of Seller as of March 31, 2024 (the “Seller City Balance Sheet Date”) is herein referred , City did not have any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to as the “Seller Balance Sheet.” Seller has no material Liabilities that are become due or asserted or unasserted), which were not fully reflected in, reserved against or reserved against, as prescribed by GAAP, otherwise described in the Seller City Balance Sheet, except Excluded Liabilities incurred since . Since the Seller City Balance Sheet Date Date, City has not incurred any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), other than those incurred in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken asordinary course of business consistent with past practice.

Financial Statements; No Undisclosed Liabilities. (a) Attached as Schedule 2.5(a3.4(a) to of the Company Disclosure Memorandum sets forth Schedules are true and complete copies of the following financial statements (i) the unaudited balance sheets and statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statementssuch financial statements, the “Financial Statements”): (i) the audited balance sheet of the Company as of December 31, 2024 and December 31, 2023, and the related audited statements of operations, cash flows, financial condition and changes in members’ deficits for the fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Audited Financial Statements”). The ; and (ii) the unaudited balance sheet of the Company as of the Latest Balance Sheet Date (the “Unaudited Balance Sheet”) and the related unaudited statements of operations, cash flows, financial condition and changes in members’ deficits for the four-month period then ended (collectively, together with the Unaudited Balance Sheet, the “Unaudited Financial Statements”). (b) Except as set forth on Schedule 3.4(b) of the Company Disclosure Schedules, the Financial Statements (i) are accurate and complete except in di minimis respects, and have been prepared based on from the books and records of Seller, the Group Companies; (ii) have been prepared in conformity accordance with GAAP applied on a consistent basis consistent with prior accounting throughout the periods (indicated, except as may be indicated in the notes thereto), and (iii) fairly present in all material respects the financial position, results of operations, and changes in financial position of Seller as of the dates and for the periods indicated, except as otherwise noted therein thereto and subject, in the case of the Interim Unaudited Financial Statements, to normal the absence of footnotes and recurring year-end adjustments; and (iii) fairly present, in all material respects, the financial position of the Company as of the dates thereof and its results of operations and cash flows for the periods then ended, except in each of clauses (ii) and (iii): (w) as otherwise noted therein, (x) that the Unaudited Financial Statements do not include footnotes, schedules, statements of equity and statements of cash flow and disclosures required by GAAP, (y) that the Audited Financial Statements and the Unaudited Financial Statements have not been prepared in accordance with Regulation S-X of the SEC or the standards of the PCAOB and (z) that the Unaudited Financial Statements do not include all year-end adjustments and the absence required by GAAP, in each case of notes that will notclauses (x), (y) or (z), which are not expected to be material, individually or in the aggregate, in amount or effect. No representation or warranty hereunder is made with respect to any projections, forecasts or other forward-looking information set forth in the Financial Statements related to the Group Companies. (c) The books of account and other financial records of each Group Company have been kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Group Companies have been properly recorded therein in all material respects. Each Group Company has devised and maintains a system of internal accounting policies and controls sufficient to provide reasonable assurances that (i) transactions are executed in all material respects in accordance with management’s authorization; (ii) the transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) the amount recorded for assets on the books and records of each Group Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, “Internal Controls”). (d) Since the Lookback Date, (i) no Group Company, nor, to the Knowledge of the Company, any director, manager, officer, employee, auditor or accountant of any Group Company, has received or otherwise had or obtained any knowledge of any written complaint, allegation, assertion or claim regarding any Group Company’s accounting or auditing practices, procedures, methodologies or methods of such Group Company or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that such Group Company has engaged in questionable accounting or auditing practices, and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, or general counsel of the Company. (e) Except as set forth on Schedule 3.4(e) of the Company Disclosure Schedules, no Group Company has any Liabilities of any nature whatsoever in excess of $250,000 that would be material. The balance sheet of Seller as of March 31required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP, 2024 except (the “Seller Balance Sheet Date”i) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected in or reserved against, as prescribed by GAAP, against in the Seller Balance Sheet, except Excluded Financial Statements or identified in the notes thereto; (ii) Liabilities incurred since which have arisen after the Seller Latest Balance Sheet Date in the Ordinary Course that would notof Business (none of which results from or was caused by any breach of Contract or infringement, individually misappropriation or violation of Law by any Group Company); (iii) Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the Company or any of its Subsidiaries of their obligations hereunder or thereunder, other than those arising in compliance with Section 5.1; or (iv) for the Transaction Expenses, including fees, costs and expenses for advisors and Affiliates of the Group Companies, including with respect to legal, accounting or other advisors incurred by the Group Companies in connection with the transaction contemplated by this Agreement. (f) To the Company’s Knowledge, no employee of any Group Company, since the Lookback Date, has provided information to any Governmental Entity regarding the commission or possible commission of any crime or the violation of any applicable Law. No Group Company or, to the Company’s Knowledge, any officer or employee of any Group Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of such Group Company in the aggregate, reasonably be expected to be materially adverse to Seller terms and its Subsidiaries, taken asconditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a). (g) No Group Company maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Securities Exchange Act.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(aThe consolidated financial statements of Nortek and Nortek Holdings (including any notes and schedules thereto) to included in the Disclosure Memorandum sets forth Company SEC Documents (i) the unaudited balance sheets and statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and were prepared based on from the books and records of Sellerthe Company and its Subsidiaries, (ii) have been prepared comply as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (iii) are in conformity with GAAP United States generally accepted accounting principles as in effect as of the dates of such financial statements ("GAAP"), applied on a consistent basis consistent with prior accounting periods (except as may be indicated therein or in the notes thereto)thereto and, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) during the periods involved and (iiiiv) fairly present present, in all material respects respects, the financial position, results of operations, and changes in consolidated financial position of Seller Nortek and Nortek Holdings, as the case may be, and its respective consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods indicated, except as otherwise noted therein and then ended (subject, in the case of the Interim Financial Statementsunaudited statements, to normal and recurring year-end audit adjustments and the absence of notes that will not, individually or in the aggregate, be material. The balance sheet of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not expected to be material in amount). (b) Except for (i) those liabilities or obligations that are fully reflected or reserved against, as prescribed by GAAP, for in the Seller Balance Sheetconsolidated balance sheet (including the notes thereto) of Nortek included in its Annual Report on Form 10-K for the year ended December 31, 2001 (the "Company 10-K"), and (ii) liabilities and obligations incurred since December 31, 2001 in the ordinary course of business consistent with past practice or in connection with the Transactions, the Company and its Subsidiaries did not have at December 31, 2001, and since such date the Company and its Subsidiaries have not incurred, any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise and whether or not required to be reflected in the Company's financial statements in accordance with GAAP), except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that for such liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken ashave a Company Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to True and complete copies of the Disclosure Memorandum sets forth (i) audited balance sheet of the unaudited balance sheets and statements of operations and cash flows of Seller Company as at and for the three fiscal years ended December 31, 20212015 and December 31, 20222014, and 2023 the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Annual Financial Statements”) and (ii) an the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of operations income, retained earnings, shareholders’ equity and cash flows changes in financial position of Seller at the Company, together with all related notes and for the three-month period ended March 31, 2024 schedules thereto (collectively referred to as the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. The Each of the Financial Statements and the Interim Financial Statements (i) are accurate correct and complete except in di minimis respects, all material respects and have been prepared based on in accordance with the books and records of Sellerthe Company, (ii) have been prepared in conformity accordance with GAAP the Accounting Principles applied on a consistent basis consistent with prior accounting throughout the periods indicated (except as may be indicated in the notes thereto), and further except for the Interim Financial Statements) and (iii) fairly present present, in all material respects respects, the financial position, results of operations, operations and changes in financial position of Seller as cash flows of the Company as at the respective dates thereof and for the respective periods indicatedindicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The . (b) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of Seller the Company as of March at December 31, 2024 2015 (such balance sheet, together with all related notes and schedules thereto, the “Seller Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by the Accounting Principles to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (i) set forth in the Interim Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected material to be materially adverse to Seller and its Subsidiariesthe Company or (iii) which individually do not exceed NOK 20,000 and, taken asin the aggregate, do not exceed NOK 250,000.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to the Disclosure Memorandum sets forth (i) the unaudited balance sheets and The financial statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 Company included or incorporated by reference in the Company SEC Documents (the “Annual "Company Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii") have been prepared in conformity accordance with GAAP applied on a consistent basis consistent with prior accounting periods (except as may be indicated therein or in the notes thereto), ) and (iii) fairly present in all material respects the financial position, results of operations, and changes in consolidated financial position of Seller as the Company and the consolidated Subsidiaries of the Company as at the dates thereof and the consolidated results of their operations and cash flows for the periods indicated, except as otherwise noted therein and then ended (subject, in the case of the Interim Financial Statementsany unaudited interim financial statements, to normal and recurring year-end adjustments and any other adjustments described therein). Since December 31, 1997, neither the absence Company nor any of notes the Company's Subsidiaries has incurred any liabilities or obligations of any nature, whether or not accrued, absolute, contingent or otherwise, that will notwould have a Material Adverse Effect, individually other than liabilities (i) disclosed in press releases set forth on Schedule 5.10, Schedule 5.10 or the Company SEC Documents filed prior to the date of this Agreement (all of which have been furnished to the Purchasers), (ii) adequately provided for in the aggregateCompany Financial Statements or disclosed in any related notes thereto (all of which have been furnished to the Purchasers), (iii) not required under GAAP to be material. The balance sheet of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance SheetCompany Financial Statements, except Excluded Liabilities or disclosed in any related notes thereto, (iv) incurred since in connection with the Seller Balance Sheet Date Permanent Financing, this Agreement or the other Transaction Documents, or (v) incurred in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken asordinary course of business.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Company has delivered to the Disclosure Memorandum sets forth (i) the Acquirer its unaudited balance sheets and financial statements as of operations and cash flows of Seller at and for the three fiscal years ended December 31, 20212017, 20222016 and 2015 and its unaudited financial statements for the six-month period ended June 30, and 2023 2018 (the “Annual Financial Statements”) and (ii) an unaudited including, in each case, balance sheet and sheets, statements of operations and statements of cash flows of Seller at and for the three-month period ended March 31, 2024 flows) (the “Interim Financial Statements” and collectively with the Annual Financial Statementscollectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are accurate derived from and complete except in di minimis respects, and prepared based on accordance with the books and records of Sellerthe Company, (ii) have been prepared in conformity complied as to form with GAAP on a basis consistent applicable accounting requirements with prior accounting periods (except respect thereto as may be indicated in the notes thereto)of their respective dates, and (iii) fairly and accurately present in all material respects the consolidated financial position, condition of the Company at the dates therein indicated and the consolidated results of operations, operations and changes in financial position of Seller as cash flows of the dates and Company for the periods indicatedtherein specified, (iv) are true, correct and complete and (v) were prepared in accordance with GAAP, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and for the absence of notes footnotes, applied on a consistent basis throughout the periods involved. (b) The Company does not have any Liabilities of any nature other than (i) those set forth or adequately provided for in the balance sheet included in the Financial Statements as of June 30, 2018 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s business since the Company Balance Sheet Date in the ordinary course consistent with past practice that will notare of the type that ordinarily recur and, individually or in the aggregate, are not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law and (iii) those incurred by the Company in connection with the execution of this Agreement. Except for Liabilities reflected in the Financial Statements, the Company does not have any off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied and are adequate. Without limiting the generality of the foregoing, the Company has not ever guaranteed any debt or other obligation of any other Person. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Debt, including, for each item of Company Debt, the agreement governing the Company Debt and the interest rate, maturity date, any assets securing such Company Debt and any prepayment or other penalties payable in connection with the repayment of such Company Debt at the Closing. (d) Schedule 2.4(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) The accounts receivable of the Company (collectively, the “Accounts Receivable”) as reflected on the Company Balance Sheet and as will be materialreflected in the Company Closing Financial Certificate arose in the ordinary course of business consistent with past practice and represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof within 60 days following the Agreement Date, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet or in the Company Closing Financial Certificate, as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practice and are sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. The balance sheet of Seller as of March 31, 2024 (Accounts Receivable arising after the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Company Balance Sheet Date and before the Closing Date (i) arose or shall arise in the Ordinary Course that would notordinary course of business consistent with past practice, individually (ii) represented or shall represent bona fide claims against debtors for sales and other charges and (iii) have been collected or are collectible in the aggregatebook amounts thereof within 60 days following the Agreement Date, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied and the Company’s past practice that are or shall be sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. None of the Accounts Receivable is subject to any claim of offset, recoupment, set-off or counter-claim and, to the knowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of Accounts Receivable is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance on any Accounts Receivable, and no agreement for deduction or discount has been made with respect to any such Accounts Receivable. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Agreement Date, an aging of the Accounts Receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Agreement Date, such amounts of Accounts Receivable that are subject to asserted warranty claims by customers and reasonably be expected detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims. (f) The Company has established and maintains a system of internal accounting controls designed to be materially adverse provide reasonable assurances (i) that transactions, receipts and expenditures of the Company are being executed and made only in accordance with appropriate authorizations of management and the Board, (ii) that transactions are recorded as necessary (A) to Seller permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iii) regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and (iv) that the amount recorded for assets on the books and records of the Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company, the Company’s independent auditors and accountants and, to the knowledge of the Company, any current or former employee, consultant or director of the Company has identified or been made aware of any fraud, whether or not material, that involves Company’s management or other current or former employees, consultants, or directors of the Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. Neither the Company nor, to the knowledge of the Company, any Representative of the Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiariesinternal accounting controls or any material inaccuracy in the Company’s financial statements. No attorney representing the Company, taken aswhether or not employed by the Company, has reported to the Board or any committee thereof or to any director or officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company its Representatives. There are no significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data. There has been no change in the Company’s accounting policies since the Company’s inception, except as described in the Financial Statements.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Company has delivered to Acquirer its unaudited financial statements for each fiscal year ended June 30th subsequent to the Disclosure Memorandum sets forth Company’s inception date and its unaudited financial statements for the eight-month period ended February 28, 2017 (i) the unaudited including, in each case, balance sheets and sheets, statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 flows) (the “Interim Financial Statements” and collectively with the Annual Financial Statementscollectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are accurate derived from and complete except in di minimis respects, and prepared based on accordance with the books and records of Sellerthe Company, (ii) have been prepared in conformity complied as to form with GAAP on a basis consistent applicable accounting requirements with prior accounting periods (except respect thereto as may be indicated in the notes thereto)of their respective dates, and (iii) fairly and accurately present in all material respects the financial position, condition of the Company at the dates therein indicated and the results of operations, operations and changes in financial position of Seller as cash flows of the dates and Company for the periods indicated, except as otherwise noted therein and specified (subject, in the case of the Interim Financial Statementsunaudited interim period financial statements, to normal and recurring year-end adjustments audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete and (v) were prepared in accordance with GAAP, except for the absence of notes footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved. (b) The Company has no Liabilities of any nature other than (i) those set forth or adequately provided for in the balance sheet included in the Financial Statements as of February 28, 2017 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s business since the Company Balance Sheet Date in the ordinary course consistent with past practice that will notare of the type that ordinarily recur and, individually or in the aggregate, be materialare not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law and (iii) those incurred by the Company in connection with the execution of this Agreement. The Except for Liabilities reflected in the Financial Statements, the Company has no off-balance sheet Liability of Seller as any nature to, or any financial interest in, any third parties or entities, the purpose or effect of March 31which is to defer, 2024 postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied and are adequate. Without limiting the generality of the foregoing, the Company has never guaranteed any debt or other obligation of any other Person. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Debt, including, for each item of Company Debt, the agreement governing the Company Debt and the interest rate, maturity date, any assets securing such Company Debt and any prepayment or other penalties payable in connection with the repayment of such Company Debt at the Closing. (d) Schedule 2.4(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company maintains accounts and the names of all Persons authorized to make withdrawals therefrom and/or to electronically transfer funds or make inquiries with respect to such accounts. (e) The accounts receivable of the Company (the “Seller Accounts Receivable”) as reflected on the Company Balance Sheet and as will be reflected in the Company Closing Financial Certificate arose in the ordinary course of business consistent with past practice and represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof within 90 days following the Closing Date”) is herein referred to , less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet or in the Company Closing Financial Certificate, as the “Seller Balance Sheet.” Seller has no material Liabilities case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practice and are sufficient to provide for any losses that are not fully reflected or reserved against, as prescribed by GAAP, in may be sustained on realization of the Seller Balance Sheet, except Excluded Liabilities incurred since applicable Accounts Receivable. The Accounts Receivable arising after the Seller Company Balance Sheet Date and before the Closing Date (i) arose or shall arise in the Ordinary Course that would notordinary course of business consistent with past practice, individually (ii) represented or shall represent bona fide claims against debtors for sales and other charges and (iii) have been collected or are collectible in the aggregatebook amounts thereof within 90 days following the Closing Date, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied and the Company’s past practice that are or shall be sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. None of the Accounts Receivable is subject to any claim of offset, recoupment, set-off or counter-claim and, to the knowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of Accounts Receivable is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance, other than Permitted Encumbrances, on any Accounts Receivable, and no agreement for deduction or discount has been made with respect to any such Accounts Receivable. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Closing Date, an aging of the Accounts Receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Closing Date, such amounts of Accounts Receivable that are subject to asserted warranty claims by customers and reasonably be expected detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims. (f) The Company has established and maintains a system of internal accounting controls sufficient to be materially adverse provide reasonable assurances (i) that transactions, receipts and expenditures of the Company are being executed and made only in accordance with appropriate authorizations of management and the Company Board, (ii) that access to Seller assets is permitted only in accordance with management’s general or specific authorization, (iii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and (v) that the amount recorded for assets on the books and records of the Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Schedule 2.4(f) of the Company Disclosure Letter lists, and the Company has made available to Acquirer copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls. None of the Company and, to the knowledge of the Company, any current or former employee, consultant or director of the Company, has identified or been made aware of any fraud, whether or not material, that involves Company’s management or other current or former employees, consultants directors of Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. None of the Company and, to the knowledge of the Company, any Representative of the Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiariesinternal accounting controls or any material inaccuracy in the Company’s financial statements. No attorney representing the Company, taken aswhether or not employed by the Company, has reported to the Company Board or any committee thereof or to any director or officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or its Representatives. There are no significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data. There has been no material change in the Company accounting policies since the Company’s inception, except as described in the Financial Statements.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Company has made available to Acquirer its consolidated unaudited financial statements for the Disclosure Memorandum sets forth last nine months of the partial fiscal year ending December 31, 2019 and the entire fiscal year ending December 31, 2020 (i) the unaudited including, in each case, balance sheets and statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 flows) (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statementscollectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are accurate derived from and complete except in di minimis respects, and prepared based on accordance with the books and records of Sellerthe Company, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto), fairly and (iii) fairly accurately present in all material respects the financial position, condition of the Company at the dates therein indicated and the results of operations, operations and changes in financial position of Seller as cash flows of the dates and Company for the periods indicated, except as otherwise noted therein and specified (subject, in the case of the Interim unaudited interim period Financial Statements, to normal and recurring year-end adjustments audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iii) are true, correct and complete in all materials respects and (iv) were prepared in accordance with GAAP, except that the Company does not comply with ASC606 regarding the recognition of Intellectual Property licensing revenue and for the absence of notes footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved. (b) The Company does not have any material Liabilities of any nature other than (i) those set forth or adequately provided for in the balance sheet included in the Financial Statements as of March 31, 2021 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s business since the Company Balance Sheet Date in the ordinary course of business and consistent with past practice that will notare of the type that ordinarily recur and, individually or in the aggregate, be material. The balance sheet are not material in nature or amount and (iii) those incurred by the Company in connection with the execution of Seller this Agreement. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Debt as of March 31the Agreement Date, 2024 including, for each item of Company Debt, the agreement governing the Company Debt and the interest rate, maturity date, any assets securing such Company Debt and any prepayment or other penalties payable in connection with the repayment of such Company Debt at the Closing. (d) Schedule 2.4(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) The accounts receivable of the Company (collectively, the “Seller Accounts Receivable”) as reflected on the Company Balance Sheet Date”) is herein referred to and as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully will be reflected or reserved against, as prescribed by GAAP, in the Seller Balance SheetCompany Closing Financial Certificate arose in the ordinary course of business consistent with past practice and represent bona fide claims against debtors for sales and other charges, except Excluded Liabilities incurred since and have been collected or are collectible in the Seller book amounts thereof within one year following the Closing, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregateCompany Closing Financial Certificate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken asas the case may be.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Company has delivered to the Disclosure Memorandum sets forth Purchaser true, correct and complete copies of (i) audited financial statements with respect to the unaudited balance sheets and statements of operations and cash flows of Seller at and Company for the three fiscal years year ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) 2004 and (ii) an unaudited balance sheet and financial statements of operations and cash flows of Seller at and with respect to the Company for the three-month period quarter ended March 31, 2024 2005 and the subsequent partial period ended as of May 31, 2005 (the “Interim collectively, "Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”"). The Financial Statements (i) are accurate and complete except have been prepared in di minimis respects, and prepared based on accordance with the books and records of Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto)Company and GAAP, and (iii) fairly and accurately present in all material respects the assets, liabilities (including reserves) and the financial position, condition and results of operations, and changes in financial position operations of Seller the Company as of such balance sheet date or the dates and period then ended, as the case may be. The Company's balance sheets for the periods indicatedquarter ended March 31, 2005 and the subsequent partial period ended as of May 31, 2005 have adequate accruals for Taxes and deferred revenue, each of which the Company accrued in accordance with GAAP from December 31, 2004 until the Closing Date. (b) Other than as set forth on SCHEDULE 3.15(b), the Company has not incurred any liabilities or obligations of any nature, except liabilities or obligations: (i) as otherwise noted therein and subject, in to the case of extent set forth on the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The Company's balance sheet of Seller sheets as of March 31, 2024 2005 (the “Seller "Balance Sheet Date”"); or (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, and none of which has arisen due to a violation of law or breach of contract. (c) SCHEDULE 3.15(c) sets forth any "off- balance sheet arrangements." For purposes of the preceding sentence, "off-balance sheet arrangement" means with respect to any Person, any securitization transaction to which that Person is herein referred party and any other transaction, agreement or other contractual arrangement to which an entity unconsolidated with that Person is a party, under which that person, whether or not a party to the arrangement, has, or in the future may have: (i) any obligation under a direct or indirect guarantee or similar arrangement; (ii) a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement; (iii) derivatives to the extent that the fair value thereof is not fully reflected as a liability or asset in the “Seller Balance Sheet.” Seller has no material Liabilities financial statements; or (iv) any obligation or liability, including a contingent obligation or liability, to the extent that it is not fully reflected in the financial statements (including the footnotes thereto) (for this purpose, obligations or liabilities that are not fully reflected or reserved againstin the financial statements (including the footnotes thereto) include, without limitation: (A) obligations that are not classified as a liability according to GAAP; (B) contingent liabilities as to which, as prescribed by GAAPof the date of the financial statements, it is not probable that a loss has been incurred or, if probable, is not reasonably estimable; or (C) liabilities as to which the amount recognized in the Seller Balance Sheetfinancial statements is less than the reasonably possible maximum exposure to loss under the obligation as of the date of the financial statements, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would notbut exclude contingent liabilities arising out of litigation, individually arbitration or in the aggregate, reasonably be expected regulatory actions (not otherwise related to be materially adverse to Seller and its Subsidiaries, taken asoff-balance sheet arrangements).

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to Each of the Disclosure Memorandum sets forth (i) the unaudited balance sheets and consolidated financial statements of operations the Company included in the Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and cash flows the published rules and regulations of Seller at and for the three fiscal years ended December 31SEC with respect thereto, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been was prepared in conformity accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis consistent with prior accounting during the periods involved (except as may be indicated in the notes thereto), ) and (iii) fairly present presented in all material respects the financial position, results of operations, and changes in consolidated financial position of Seller the Company and consolidated Company Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods indicated, except as otherwise noted therein and shown (subject, in the case of the Interim Financial Statementsunaudited statements, to the absence of footnote disclosure and to normal and recurring year-end adjustments audit adjustments). (b) There are no Liabilities of the Company or any of the Company Subsidiaries, other than: (i) Liabilities disclosed and reserved for on the Company Balance Sheet, (ii) Liabilities incurred after the Company Balance Sheet Date in the ordinary course of business consistent with past practice (excluding Liabilities arising out of any breach of or default under a Contract or violation of Law), (iii) obligations expressly contemplated by, and fees and expenses payable to the Company’s external Representatives for services rendered in connection with, this Agreement and the absence Transactions, (iv) Liabilities under Contracts of notes the Company or a Company Subsidiary existing as of the Agreement Date or entered into after the Agreement Date as permitted under Section 5.01 (excluding Liabilities arising out of any breach or default under such Contracts), and (v) Liabilities that will notwould not reasonably be expected to have, individually or in the aggregate, be material. The balance sheet of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheeta Company Material Adverse Effect.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken as

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to the Disclosure Memorandum sets forth (i) the The unaudited balance sheet of each Acquired Company as of June 15, 2001 (the "INTERIM BALANCE SHEET") and the related statements of income of each Acquired Company for the fiscal period then ended, complete and correct copies of which shall be furnished to SNH on or before September 15, 2001, present fairly, in all material respects, the financial condition and results of operations of such Acquired Company as at such date and for such period, as the case may be. (b) The audited consolidated balance sheets of CSL and its Subsidiaries as at January 1, 1999, December 31, 1999 and December 29, 2000, and the related consolidated statements of income and cash flows for the fiscal years then ended, complete and correct copies of which shall be furnished to SNH on or before September 15, 2001, present fairly, in all material respects, the consolidated financial condition and results of operations and cash flows of Seller CSL and its Subsidiaries as at such dates and for such fiscal years, as the three fiscal years ended December 31, 2021, 2022, and 2023 case may be. (the “Annual Financial Statements”c) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements Except (i) are accurate as and complete except in di minimis respects, and prepared based to the extent of the amounts specifically reflected or reserved on the books and records of SellerInterim Balance Sheet, (ii) have been prepared obligations under Contracts and other liabilities entered into in conformity with GAAP on a basis the ordinary course of business and consistent with prior accounting periods (except as may past practice and not in excess of current requirements which are not required by GAAP to be indicated in reflected on the notes thereto)Interim Balance Sheet, and (iii) fairly present liabilities and obligations incurred in all material respects the financial position, results ordinary course of operations, and changes in financial position of Seller as business consistent with past practice since the date of the dates Interim Balance Sheet, no Acquired Company has any liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise) that would be required to be reflected on a consolidated balance sheet of the Acquired Company or in the notes thereto prepared in accordance with GAAP. (d) On the Closing Date, all real property owned or leased by the Acquired Companies will continue to be owned or leased by the Acquired Companies "AS IS and WHERE IS", but subject to no liabilities (whether absolute, accrued, known, or unknown, contingent or otherwise and whether due or to become due) other than (i) the Ground Lease, Capital Leases, the Mortgage Loans, the Unsecured Loans, the Boynton Beach Mortgage Loan and the New Loan, (ii) liabilities incurred by MSLS in the ordinary course of business in accordance with the Operating Agreements and (iii) those liabilities set forth on the appropriate Title Commitment for the Property (provided that the exclusion provided in this clause (iii) shall not limit the right of SNH to object to any such liability nor limit any obligation of CLJ to cure any title exception objected to by SNH under SECTION 5.2 or 5.3). (e) The financial statements referred to in this SECTION 3.8 have been prepared in accordance with GAAP consistently applied throughout the periods indicatedinvolved, except as otherwise noted therein and subject, set forth in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The balance sheet of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheetthereto.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken as

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to A copy of the Disclosure Memorandum sets forth (i) audited consolidated balance sheet of the unaudited balance sheets Company as at December 31, 2005 and statements the related audited consolidated statement of results of operations and cash flows of Seller at the Company, together with all related notes and for schedules thereto, accompanied by the three fiscal years ended December 31, 2021, 2022, and 2023 report thereon of the Company’s independent auditors (collectively referred to as the “Annual Financial Statements”) and (ii) an the unaudited consolidated balance sheet of the Company as at March 31, 2006 (the “Balance Sheet”), and statements the related consolidated statements, results of operations and cash flows of Seller at the Company, together with all related notes and for the three-month period ended March 31, 2024 schedules thereto (collectively referred to as the “Interim Financial Statements” ”) are attached hereto as Schedule 4.6(a) of the Disclosure Schedules. Each of the Financial Statements and collectively with the Annual Financial Statements, the “Financial Statements”). The Interim Financial Statements (i) are accurate and complete except in di minimis respects, and has been prepared based on the books and records of Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods the Company (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly present presents, in all material respects respects, the consolidated financial position, results of operations, operations and changes in financial position of Seller as cash flows of the Company as at the respective dates thereof and for the respective periods indicatedindicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The . (b) Except as set forth on Schedule 4.6(b) of the Disclosure Schedules, there are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet of Seller as of March 31prepared in accordance with GAAP, 2024 other than any such debts, liabilities or obligations (the “Seller Balance Sheet Date”including, without limitation, any hedging contracts, interest rate protection agreements or similar agreements) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully (i) reflected or reserved againstagainst on the Interim Financial Statements, as prescribed by GAAPthe Financial Statements or the notes thereto, in the Seller Balance Sheet, except Excluded Liabilities (ii) incurred since the Seller date of the Balance Sheet Date in the Ordinary Course ordinary course of business of the Company, or (iii) that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken ashave a Material Adverse Effect on the Company.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to True and complete copies of the Disclosure Memorandum sets forth (i) audited consolidated balance sheet of the unaudited balance sheets Company as at March 31, 2012, March 31, 2011 and March 31, 2010, and the related audited consolidated statements of operations income, retained earnings, stockholders’ equity and cash flows changes in financial position of Seller at the Company, together with all related notes and for schedules thereto, accompanied by the three fiscal years ended December 31, 2021, 2022, and 2023 reports thereon of the Company’s independent auditors (collectively referred to as the “Annual Financial Statements”) and (ii) an the unaudited consolidated balance sheet of the Company as at February 28, 2013, and the related consolidated statements of operations and cash flows income of Seller at and the Company for the three-eleven month period then ended March 31, 2024 (collectively referred to as the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”), are attached hereto as Schedule 3.7(a) of the Disclosure Schedules. The Each of the Financial Statements and the Interim Financial Statements (i) are accurate correct and complete except in di minimis respects, all material respects and have been prepared based on in accordance with the books and records of Sellerthe Company, (ii) have been prepared in conformity accordance with GAAP applied on a consistent basis consistent with prior accounting throughout the periods covered (except as may be indicated in the any notes thereto) and applicable Law on good accounting practices, subject, in the case of the Interim Financial Statements, which shall not have any related notes and schedules thereto and to the exceptions contained in Schedule 2.3(a), and (iii) fairly present in all material respects the consolidated financial position, results of operations, operations and changes in financial position of Seller as cash flows of the Company as at the respective dates thereof and for the respective periods indicatedindicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The statements of income contained in the Financial Statements and the Interim Financial Statements do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business consistent with past practice, except as expressly specified therein. (b) Except as and to the extent adequately accrued or reserved against in the consolidated balance sheet of Seller the Company as of March 31at February 28, 2024 2013 (such balance sheet, together with all related notes and schedules thereto, the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” ”), the Company does not have (i) any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of the Seller has no material Liabilities that are not fully reflected and the Company or reserved against, as prescribed by GAAP, disclosed in the notes thereto or (ii) obligations to pay money that have actually been incurred or other financial liabilities, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of the Seller and the Company or disclosed in the notes thereto, except in each case for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would are not, individually or in the aggregate, reasonably be expected material to the Company. (c) The Company maintains systems of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences. (d) In connection with the presentation of the Financial Statements, the outside legal advisors to the Company have not issued any legal letter concerning material information not disclosed in the Financial Statements. (e) The Intercompany Liabilities owing by the Company to the Seller or its Affiliates as of the date hereof are set forth on Schedule 3.7(e). Except as set forth on Schedule 3.7(e), the Company does not have (i) any liability or obligation to Seller or any of its Affiliates of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to be materially adverse reflected in a consolidated balance sheet of the Seller and the Company or disclosed in the notes thereto or (ii) obligations to pay money to Seller or any of its Affiliates that have actually been incurred or other financial liabilities, whether accrued, absolute, contingent or otherwise, whether known or unknown and its Subsidiarieswhether or not required by GAAP to be reflected in a consolidated balance sheet of the Seller and the Company or disclosed in the notes thereto. (f) The Company’s books and records: (i) have been properly and carefully kept in conformity with applicable Law in force from time to time; (ii) are complete, taken ascorrect and properly arranged; (iii) contain all material documents which must be or are usually kept by enterprises of the same nature as the Company; and (iv) accurately and fairly reflect the activities and assets of the Company.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Company has delivered to Buyer true and complete copies of the Disclosure Memorandum sets forth (i) audited balance sheet of the Company and the Subsidiaries as at April 30, 1999, 1998 and 1997, respectively, and the related audited statements of income, changes in stockholders' equity and cash flows for the three fiscal years ended April 30, 1999, 1998 and 1997 including the related notes and schedules thereto and (ii) unaudited balance sheets of the Company and the Subsidiaries and the statements of income, changes in stockholders' equity and cash flows as at the end of and for each fiscal quarter ended since April 30, 1999 including the related notes and schedules thereto, all certified by the chief financial officer of the Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes), and fairly presents the financial position, results of operations and cash flows of Seller the Company as at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto), and (iii) fairly present in all material respects the financial position, results of operations, and changes in financial position of Seller as of the dates and for the periods indicated. For purposes hereof, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The audited balance sheet of Seller the Company as of March 31at April 30, 2024 (the “Seller Balance Sheet Date”) 1999 is herein hereinafter referred to as the “Seller "Balance Sheet.” Seller " and April 30, 1999 is hereinafter referred to as the "Balance Sheet Date". The Company has no material Liabilities that are indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due), which was not fully reflected in, reserved against or reserved against, as prescribed by GAAP, otherwise described in the Seller Balance Sheet, except Excluded Liabilities Sheet or the notes thereto or incurred in the ordinary course of business consistent with the Company's past practices since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken asDate.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Company has made available to Acquirer its audited consolidated financial statements for each of the Disclosure Memorandum sets forth (i) fiscal years ending December 31, 2019 and 2020 and the unaudited consolidated financial statements for the fiscal year ended December 31, 2021(including, in each case, balance sheets and sheets, statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 flows) (the “Interim Financial Statements” and collectively with the Annual Financial Statementscollectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are accurate derived from and complete except in di minimis respects, and prepared based on accordance with the books and records of Sellerthe Company and the Company Subsidiaries, (ii) have been prepared complied as to form in conformity all material respects with GAAP on a basis consistent applicable accounting requirements with prior accounting periods (except respect thereto as may be indicated in the notes thereto)of their respective dates, and (iii) fairly and accurately present the financial condition of the Company and the Company Subsidiaries at the dates therein indicated and the results of operations and cash flows of the Company and the Company Subsidiaries for the periods therein specified, in each case in all material respects the financial positionrespects, results of operations, and changes in financial position of Seller as of the dates and for the periods indicated, except as otherwise noted therein and (subject, in the case of the Interim unaudited interim period Financial Statements, to normal and recurring year-end adjustments audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) were prepared in accordance with GAAP and ASC 606, except for the absence of notes that will notfootnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved and (v) are true, correct and complete in all material respects. (b) Neither the Company nor any of the Company Subsidiaries has any material Liabilities of any nature other than (i) those set forth or adequately provided for in the balance sheet included in the Financial Statements as of December 31, 2021 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s or any of the Subsidiaries’ business since the Company Balance Sheet Date in the ordinary course of business and consistent with past practice and, individually or in the aggregate, be materialare not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law (iii) are executory performance obligations arising under Contracts to which the Company is a party or otherwise bound, (iv) unpaid Transaction Expenses, Company Debt, or any amounts included as liability in Closing Net Working Capital. The Except for Liabilities reflected in the Financial Statements, neither the Company nor any of the Company Subsidiaries has any off balance sheet Liability of Seller as any nature to, or any financial interest in, any third party or entities, the purpose or effect of March 31which is to defer, 2024 (postpone, reduce or otherwise avoid or adjust the “Seller recording of debt expenses incurred by the Company. All reserves set forth in or reflected in the Company Balance Sheet Date”have been established in accordance with GAAP and ASC 606 consistently applied. (c) is herein referred Neither the Company nor any of the Company Subsidiaries has applied for or accepted (i) any loan pursuant to the PPP in Section 1102 and Section 1106 of the CARES Act, respectively, or (ii) any funds pursuant to the Economic Injury Disaster Loan program or an advance on an Economic Injury Disaster Loan pursuant to Section 1110 of the CARES Act. (d) Schedule 2.4(d) of the Company Disclosure Letter set forth a true, correct and complete list of all Contracts pursuant to which the Company incurred debt for borrowed money. (e) Schedule 2.4(e) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company or any Company Subsidiary maintain accounts and the names of all Persons authorized to make withdrawals therefrom. (f) The accounts receivable as reflected on the “Seller Company Balance Sheet.” Seller has no material Liabilities that are not fully Sheet and as will be reflected or reserved against, as prescribed by GAAP, in the Seller Company Closing Financial Certificate arose in the ordinary course of business, represented bona fide claims against debtors for sales and other charges and have been collected, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet, except Excluded Liabilities incurred since or in the Seller Company Closing Financial Certificate, as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practice and are sufficient to provide for any losses that may be sustained on realization of the receivables. The accounts receivable of the Company arising after the Company Balance Sheet Date and before the Closing Date arose or shall arise in the Ordinary Course that would notordinary course of business, individually represented or shall represent bona fide claims against debtors for sales and other charges, and to the knowledge of the Company, have been collected or are collectible in the aggregatebook amounts thereof, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied and the Company’s past practices and are or shall be sufficient to provide for any losses that may be sustained on realization of the receivables. As of the Agreement Date, none of the accounts receivable of the Company is subject to any claim of offset, recoupment, setoff or counter-claim. (g) Each of the Company and the Company Subsidiaries has established and maintains a system of internal accounting controls reasonably be expected designed to be materially adverse provide reasonable assurances (i) that transactions, receipts and expenditures of the Company and the Company Subsidiaries are being executed and made only in accordance with appropriate authorizations of management and the Board, (ii) that transactions are recorded as necessary (A) to Seller permit preparation of financial statements in conformity with GAAP and its ASC 606 and (B) to maintain accountability for assets, (iii) regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and (iv) that the amount recorded for assets on the books and records of the Company or any of the Company Subsidiaries is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company or any of the Company Subsidiaries, taken asits independent auditors or, to the knowledge of the Company, any current or former employee, consultant or director of the Company or any of the Company Subsidiaries has identified or been made aware of any fraud, whether or not material, that involves the Company’s or any of the Company Subsidiaries or its or their management or other current or former employees, consultants or directors of the Company or any of the Company Subsidiaries who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of the Company Subsidiaries, or any claim or allegation regarding any of the foregoing. (h) The Company has identified all uncertain Tax positions contained in all Tax Returns filed by the Company or any of its Company Subsidiaries and has established adequate reserves and made any appropriate disclosures in the Financial Statements in accordance with the requirements of ASC 740-10 (formerly Financial Interpretation No. 48 of FASB Statement No. 109, Accounting for Uncertain Tax Positions).

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(aSection 5.6(a) to of the Company Disclosure Memorandum Letter sets forth true and complete copies of (ix) the unaudited audited consolidated balance sheets sheet of the Company and its Subsidiaries as at December 31, 2018, and December 31, 2017, and the related audited consolidated statements of operations income, changes in stockholders’ equity, and cash flows of Seller at the Company and its Subsidiaries for the three fiscal years year then ended December 31, 2021, 2022, and 2023 (collectively referred to as the “Annual Financial Statements”) and (iiy) an the unaudited consolidated balance sheet of the Company and its Subsidiaries as at September 30, 2019 (the “Balance Sheet”), and the related unaudited consolidated statements of operations income, changes in stockholders’ equity, and cash flows of Seller at the Company and its Subsidiaries for the three-month fiscal period then ended March 31, 2024 (collectively referred to as the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Except as set forth on Section 5.6(a) of the Company Disclosure Letter, each of the Financial Statements and the Interim Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have has been prepared in conformity accordance with GAAP applied on a consistent basis consistent with prior accounting throughout the periods indicated (except as may be indicated in the notes thereto), and (iiiii) fairly present presents, in all material respects respects, the consolidated financial position, position and results of operations, and changes in financial position of Seller as operations of the Company and its Subsidiaries (taken as a whole) as at the respective dates thereof and for the respective periods indicatedindicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to (A) the absence of footnote disclosures and other presentation items and (B) changes resulting from normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The balance sheet of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAPadjustments, in the Seller Balance Sheetcase of each of clauses (A) and (B), except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would notnone of which are, individually or in the aggregate, reasonably be expected to be materially adverse material to Seller the Company and its Subsidiaries, taken asas a whole. (b) There are no debts, liabilities, or obligations, whether accrued or fixed, absolute or contingent, or matured or unmatured, of the Company or any of its Subsidiaries of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities, or obligations (i) reflected or reserved against in the Interim Financial Statements or the Financial Statements (or disclosed in any notes thereto), (ii) incurred since the date of the Balance Sheet in the ordinary course of business of the Company and its Subsidiaries, which would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (iii) for Taxes, (iv) arising from the transactions contemplated by this Agreement or arising from any matters described in the Company Disclosure Letter, (v) set forth on Section 5.6(b) of the Company Disclosure Letter, or (vi) that would not have or reasonably be expected to have a Material Adverse Effect. (c) Except as would not have or reasonably be expected to have a Material Adverse Effect, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) the Company’s transactions are executed in accordance with management’s general or specific authorizations, (ii) the Company’s transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP consistently applied and as adjusted by the Applicable Accounting Principles and to maintain accountability for assets of the Company, (iii) access to assets of the Company is permitted only in accordance with management’s general or specific authorizations, and (iv) the recorded accountability for assets of the Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Financial Statements; No Undisclosed Liabilities. (aSection 3.7(g) Schedule 2.5(a) to of the Disclosure Memorandum Schedule sets forth (i) the unaudited audited balance sheets sheet of the Company as of December 31, 2021 and the related statements of operations income and cash flows of Seller at and (or the equivalent) for the three fiscal years year then ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an the unaudited balance sheet of the Company as of June 30, 2022 and the related statements of operations income and cash flows of Seller at and (or the equivalent) for the three-month period fiscal quarter then ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial StatementsCurrent Balance Sheet”). The Financial Statements Each of the financial statements referenced above (i) are accurate including in all cases the notes thereto, if any), fairly presents the financial condition of the Company as of the respective dates thereof and complete except in di minimis respects, the operating results of the Company for the periods covered thereby and prepared based on the books and records of Seller, (ii) have has been prepared in conformity accordance with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto), and (iii) fairly present in all material respects the financial position, results of operations, and changes in financial position of Seller as of the dates and for consistently applied throughout the periods indicatedcovered thereby, except as otherwise noted therein and subject, in the case of the Interim Financial Statementsforegoing clause (ii), to normal and recurring year-end adjustments and the absence of notes that will notfootnote disclosures (none of which footnote disclosures would, individually alone or in the aggregate, be materialmaterially adverse to the business, operations, assets, liabilities, financial condition, operating results, value, cash flow or net worth of the Company). The As of the Closing Date, the Company has no liabilities of any type whatsoever whether or not accrued, absolute, contingent, matured, unmatured, known or unknown, on- or off-balance sheet of Seller as of March 31, 2024 except for (the “Seller Balance Sheet Date”i) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully liabilities reflected or reserved againstagainst the Current Balance Sheet; (ii) liabilities incurred since June 30, as prescribed by GAAP, 2022 in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course ordinary course that would do not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller exceed *redacted*; and its Subsidiaries, taken as(iii) those liabilities set forth on Section 3.7(g)(iii) of the Disclosure Schedule.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Company has made available to Acquirer its audited consolidated financial statements for each of the Disclosure Memorandum sets forth fiscal years ending December 31, 2021 and December 31, 2022 and its unaudited consolidated financial statements for the 9-month period ended September 30, 2023 (i) the unaudited including, in each case, balance sheets and sheets, statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 flows) (the “Interim Financial Statements” and collectively with the Annual Financial Statementscollectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are accurate derived from and complete except in di minimis respects, and prepared based on accordance with the books and records of Sellerthe Company and the Company Subsidiaries, (ii) have been prepared complied as to form in conformity all material respects with GAAP on a basis consistent applicable accounting requirements with prior accounting periods (except respect thereto as may be indicated in the notes thereto)of their respective dates, and (iii) fairly and accurately present in all material respects the financial position, condition of the Company and the Company Subsidiaries at the dates therein indicated and the results of operations, operations and changes in financial position of Seller as cash flows of the dates Company and the Company Subsidiaries for the periods indicated, except as otherwise noted therein and specified (subject, in the case of the Interim unaudited interim period Financial Statements, to normal and recurring year-end adjustments and audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) were prepared in accordance with GAAP, except for the absence of notes footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved and (v) are true, correct and complete in all material respects. (b) Neither the Company nor any of the Company Subsidiaries has any material Liabilities of any nature other than (i) those set forth or adequately provided for in the balance sheet included in the Financial Statements as of September 30, 2023 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s or any of the Subsidiaries’ business since the Company Balance Sheet Date in the ordinary course of business and consistent with past practice that will notare of the type that ordinarily recur and, individually or in the aggregate, be materialare not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law and (iii) unpaid Transaction Expenses. The Except for Liabilities reflected in the Financial Statements, neither the Company nor any of the Company Subsidiaries has any off balance sheet Liability of Seller as any nature to, or any financial interest in, any third party or entities, the purpose or effect of March 31which is to defer, 2024 postpone, reduce or otherwise avoid or adjust the recording of debt expenses incurred by the Company. (c) The Company and the Company Subsidiaries made the good faith determination that it was eligible to receive the loan it previously obtained set forth on Schedule 2.4(c) of the Company Disclosure Letter (the “Seller PPP Loan”), pursuant to the PPP, respectively, including under the rules and guidance issued by the U.S. Small Business Administration (collectively, the “PPP Rules”). After giving effect to the affiliation rules in 13 CFR 121.301(f), the Company and the Company Subsidiaries properly and accurately certified pursuant to the PPP Rules that the Company and its Affiliates employed no more than the greater of 500 employees or, if applicable, the size standard in number of employees established by the SBA in 13 C.F.R. 121.201 for the Company’s industry. The Company’s application for the PPP Loan (including the calculation of the amount of the PPP Loan set forth therein) was made in accordance with, and in material compliance with, the CARES Act, the Interim Final Rules related to the PPP and Applicable Law (including any applicable guidance made available by a Governmental Entity in respect thereof). The Company has made available to Acquirer a copy of the Company’s application for the PPP Loan and the information contained in such application is true and correct in all material respects. All loan proceeds have been used in compliance with and permitted by the PPP Rules. The Company and the Company Subsidiaries established processes and procedures to monitor the use of the proceeds of the PPP Loan to ensure compliance with PPP Rules and Applicable Law at all times. The PPP Loan was eligible for indefeasible forgiveness and the PPP Loan was forgiven in compliance with Applicable Law and thus is not required to be repaid to the lender thereof or the U.S. Small Business Administration. Neither the Company nor any Company Subsidiary currently has a loan outstanding pursuant to the PPP. (d) Schedule 2.4(d) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Debt, including, for each item of Company Debt, the agreement governing the Company Debt, and the aggregate amount outstanding, interest rate, maturity date, any assets securing such Company Debt and any prepayment or other penalties payable in connection with the repayment of such Company Debt at the Closing. (e) Schedule 2.4(e) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company or any Company Subsidiary maintain accounts and the names of all Persons authorized to make withdrawals therefrom. (f) The accounts receivable as reflected on the Company Balance Sheet Date”) is herein referred to and as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully will be reflected or reserved against, as prescribed by GAAP, in the Seller Company Closing Financial Certificate arose in the ordinary course of business, represented bona fide claims against debtors for sales and other charges and have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregateCompany Closing Financial Certificate, reasonably be expected as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practice. (g) Each of the Company and the Company Subsidiaries has established and maintains a system of internal accounting controls sufficient to be materially adverse provide reasonable assurances (i) that transactions, receipts and expenditures of the Company and the Company Subsidiaries are being executed and made only in accordance with appropriate authorizations of management and the Board, (ii) that transactions are recorded as necessary (A) to Seller permit preparation of financial statements in conformity with GAAP and its (B) to maintain accountability for assets, (iii) regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and (iv) that the amount recorded for assets on the books and records of the Company or any of the Company Subsidiaries is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company or any of the Company Subsidiaries, taken asits independent auditors or, to the knowledge of the Company, any current or former employee, consultant or director of the Company or any of the Company Subsidiaries has identified or been made aware of any fraud, whether or not material, that involves the Company’s or any of the Company Subsidiaries or its or their management or other current or former employees, consultants or directors of the Company or any of the Company Subsidiaries who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of the Company Subsidiaries, or any claim or allegation regarding any of the foregoing. (h) The Company has identified all uncertain Tax positions contained in all Tax Returns filed by the Company or any of its Company Subsidiaries and has established adequate reserves and made any appropriate disclosures in the Financial Statements in accordance with the requirements of ASC 740-10 (formerly Financial Interpretation No. 48 of FASB Statement No. 109, Accounting for Uncertain Tax Positions).

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to True and complete copies of the Disclosure Memorandum sets forth (i) audited balance sheet of the unaudited balance sheets Company as at December 31, 2010, and the related audited statements of operations income, stockholders’ equity and cash flows of Seller at the Company, together with all related notes and for schedules thereto, accompanied by the three fiscal years ended December 31, 2021, 2022, and 2023 reports thereon of the Company’s independent auditors (the “Annual Company Financial Statements”) and are included in Section 5.10(a) of the Company Disclosure Letter. (iib) an unaudited balance sheet and statements Except as set forth in Section 5.10(b) of operations and cash flows the Company Disclosure Letter, each of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Company Financial Statements (i) are accurate correct and complete except and have been prepared in di minimis respects, and prepared based on accordance with the books and records of Seller, the Company; (ii) have been prepared in conformity accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with prior accounting periods each other (except as may be indicated in the notes thereto), ; and (iii) fairly present present, in all material respects respects, the financial position, results of operations, operations and changes in financial position of Seller as cash flows of the Company, as the case may be, as at the respective dates thereof and for the respective periods indicatedindicated therein, except as otherwise noted therein and subject, in the case of any interim financial statements of the Interim Financial StatementsCompany, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The . (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of Seller the Company as of March at December 31, 2024 2010 (such balance sheet, together with all related notes and schedules thereto, the “Seller Balance Sheet Date”) is herein referred to as the “Seller Company Balance Sheet.” Seller has no material Liabilities that are ”), the Company does not fully have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or reserved against, as prescribed by GAAP, disclosed in the Seller notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would are not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller material in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $500 individually or $1,000 in the aggregate, and its Subsidiaries, taken as(iii) liabilities described in Section 5.10(c) of the Company Disclosure Letter. (d) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Company and the Shareholder have delivered to the Disclosure Memorandum sets forth Purchaser the balance sheet of the Company as of November 30, 1996 and the related statement of income (iloss) and supplementary information and the unaudited balance sheets and statements of operations and cash flows of Seller at and notes thereto for the three fiscal years ended December 31one month and eleven months periods then ended, 2021, 2022, and 2023 which financial statements (hereinafter referred to as the “Annual "Financial Statements”") and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31have been compiled by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Associates, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial StatementsP.A., the “Financial Statements”)Company's independent accountants. The Financial Statements (i) are accurate true and complete except correct in di minimis respects, all material respects and prepared based on the books and records of Seller, (ii) have been prepared in conformity accordance with GAAP on a basis consistent with prior generally accepted accounting principles applied consistently throughout the periods (involved except as may be indicated in that the notes thereto), Company has elected to omit substantially all of the disclosures and (iii) statement of cash flows required by generally accepted accounting principles. The Financial Statements fully and fairly present in all material respects the financial position, condition of the Company as at the dates thereof and the results of operations, and changes in financial position of Seller as the operations of the dates and Company for the periods indicated, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The balance sheets contained in the Financial Statements fairly reflect all liabilities of the Company of the types normally reflected in balance sheets as at the dates thereof. Except to the extent set forth in or provided for in the balance sheet of Seller the Company as of March 31November 30, 2024 1996 included in the Financial Statements (the “Seller Balance Sheet Date”) is herein referred to as the “Seller "1996 Balance Sheet.” Seller ") or as identified in Exhibit B, and except for current liabilities incurred in the ordinary course of business consistent with past practices (and not materially different in type or amount), the Company has no material Liabilities that are not fully liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or reserved againsta charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. A true and correct copy of the Financial Statements is attached hereto as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken asExhibit C.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a3.7(a) to the Disclosure Memorandum sets forth (i) the unaudited balance sheets sheet of the Companies, on a consolidated basis, as of September 30, 2005 (the "Most Recent Balance Sheet"), and statements the unaudited statement of operations and cash flows income of Seller at and the Companies, on a consolidated basis, for the three fiscal two-month period ended September 30, 2005, and (ii) the unaudited balance sheets of the Companies, on a consolidated basis, dated as of July 31, 2005, July 31, 2004 and July 31, 2003 and the unaudited statement of income of the Companies, on a consolidated basis, for the years ended December July 31, 20212005, 2022July 31, 2004 and 2023 July 31, 2003, (the “Annual Financial Statements”financial statements described in paragraphs (i) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for above, collectively, the three-month period ended March 31, 2024 (the “Interim "Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”"). The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto), and (iii) fairly present in all material respects the financial position, condition and results of operationsoperations of the Companies, and changes in financial position of Seller on a consolidated basis, as applicable as of the dates date thereof and for the periods period indicated; provided, except as otherwise noted therein however, that the Financial Statements referred to in clause (i) above are subject to year-end and subject, in the case of the Interim Financial Statements, to normal and recurring yearquarter-end adjustments and do not include allocations of corporate expenses that are made on a periodic basis. (b) Except as set forth on Schedule 3.7(b), all customer accounts receivable of the absence of notes that will notCompanies, individually whether reflected on the Most Recent Balance Sheet or subsequently created, have arisen from bona fide transactions in the aggregateordinary course of business. (c) The Companies have no liabilities or obligations of any kind (whether absolute, be material. The balance sheet of Seller as of March 31accrued, 2024 contingent, determined, determinable or otherwise), except to the extent such liabilities or obligations (the “Seller Balance Sheet Date”i) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected as liabilities or reserved against, as prescribed by GAAP, in for on the Seller Most Recent Balance Sheet, except Excluded Liabilities (ii) are disclosed in Schedule 3.7(c) hereto, (iii) are liabilities or obligations incurred since the Seller date of the Most Recent Balance Sheet Date in the Ordinary Course that would not, individually ordinary course of business consistent with past practice and not in violation of any of the terms of this Agreement or in the aggregate, (iv) are contractual and other liabilities which are not reasonably be expected to be materially adverse to Seller and its Subsidiariesresult in a Company Material Adverse Effect. (d) The inventories of the Companies, taken aswhether reflected on the Most Recent Balance Sheet or subsequently acquired, were valued in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to Copies of the Disclosure Memorandum sets forth (i) audited special purpose consolidated balance sheet of the unaudited balance sheets Company as of December 31, 2014 and statements December 31, 2013 and the related special purpose consolidated statement of operations and special purpose consolidated statement of cash flows of Seller at flows, together with all related notes and for the three fiscal years ended December 31, 2021, 2022, and 2023 schedules thereto (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, referred to as the “Financial Statements”), are attached hereto as Schedule 3.7(a). The Each of the Financial Statements (i) are accurate and complete except in di minimis respects, and has been prepared based on the books and records of Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods the Company (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly present presents, in all material respects respects, the consolidated financial position, results of operations, operations and changes in financial position of Seller as cash flows of the Company as at the respective dates thereof and for the respective periods indicatedindicated therein, except as otherwise noted therein and subject. (b) To the Knowledge of the Seller, there are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the most recent balance sheet included in the case Financial Statements in the ordinary course of business of the Interim Company, (iii) relating to any future performance under any agreement, contract or similar obligation of the Company (other than liabilities or obligations arising from any violation or breach of any such agreement, contract or similar obligation occurring prior to Closing), or (iv) that would not result in a liability in excess of $150,000. (c) The accounts receivable of the Company (the “Accounts Receivable”) represent valid obligations arising from sales actually made or services actually performed by the Company in the ordinary course of business consistent with past practice. The Accounts Receivable, including all reserves shown on the Financial Statements, have been calculated in accordance with GAAP and consistent with past practices. There is no contest, claim or right to normal and recurring yearset-end adjustments and the absence of notes that will notoff, individually or other than in the aggregateordinary course of business, be material. The balance sheet under any contract with any obligor of Seller as an Account Receivable relating to the amount or validity of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheetsuch Account Receivable.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken as

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Company has delivered to Purchaser the Disclosure Memorandum sets forth (i) consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2009 and December 31, 2008, and the related statements of income and retained earnings for the fiscal years then ended, and the unaudited balance sheets and related statements of operations income and cash flows of Seller at and retained earnings for the three fiscal years ended December 31, 2021, 2022, and 2023 six (the “Annual Financial Statements”6) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31June 30, 2024 2010 (the “Interim Financial Statements” and collectively with the Annual Financial Statementscollectively, the “Financial Statements”). Except as set forth on Schedule 2.5(a), the Financial Statements are prepared in accordance with GAAP and present fairly, in all material respects, the financial position and results of operations of the Company and its Subsidiaries for the periods indicated. The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Sellerthe Company and its Subsidiaries for the periods to which such Financial Statements relate. (b) The Company and its Subsidiaries do not have any direct or indirect liabilities or obligations, either accrued, contingent or otherwise, known or unknown, except for (i) liabilities disclosed or reserved against on the Financial Statements; (ii) liabilities that have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated arisen after the date of the latest balance sheet included in the notes thereto), and (iii) fairly present in all material respects the financial position, results of operations, and changes in financial position of Seller as of the dates and for the periods indicated, except as otherwise noted therein and subject, Financial Statements in the case ordinary course of the Interim Financial Statements, to normal business and recurring year-end adjustments and the absence of notes that will which are not, individually or in the aggregate, be material. The balance sheet material in amount; (iii) liabilities for the performance or payment of Seller as executory obligations under (A) any of March 31the Contracts, 2024 provided that such liabilities do not arise from any breach or default under such Contracts or (the “Seller Balance Sheet Date”B) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, contracts entered into in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would ordinary course of business and which are not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller material, provided that such liabilities do not arise from any breach or default under such contracts; (iv) liabilities incurred in connection with this Agreement and its Subsidiaries, taken asthe transactions contemplated hereby; and (v) those liabilities disclosed in Schedule 2.5(b).

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Company has delivered to the Disclosure Memorandum sets forth Buyer copies of (i) the unaudited balance sheets and audited consolidated financial statements of operations and cash flows of Seller the Company as at and for the three fiscal years ended December 31September 30, 20212000 and 2001, 2022together with all related schedules and notes and a draft copy of the audited consolidated financial statements of the Company as at and for the fiscal year ended September 30, and 2023 2002 (the “Annual "Financial Statements”") and (ii) an the unaudited balance sheet and financial statements of operations and cash flows of Seller the Company as at and for the three-one (1) month period ended March October 31, 2024 2002, together will all related schedules and notes (the “"Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”"). The balance sheets (including where applicable, the related notes and schedules) included in the Financial Statements (i) are accurate and complete except in di minimis respectsfairly present the financial position of the Company as of the date thereof, and prepared based on the books statements of income (or statements of results of operations), stockholders' equity and records of Seller, cash flows (iiincluding the related notes and schedules) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated included in the notes thereto), and (iii) Financial Statements fairly present in all material respects the financial position, results of operations, stockholders' equity, and changes in financial position retained earnings and cash flows, as the case may be, of Seller the Company for the periods or as of the dates and for dates, as the periods indicatedcase may be, set forth therein, in each case in accordance with GAAP, consistently applied by the Company, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to the omission of footnote information and normal and recurring year-end audit adjustments consistent with prior years. The Financial Statements reflect the consistent application of accounting principles throughout the periods involved, except as disclosed in the notes of such Financial Statements. The balance sheets (including, where applicable, the related notes and schedules) included in the Financial Statements fairly present the financial position of the Company in accordance with GAAP consistently applied by the Company as of the date thereof in all material respects, and the absence consolidated statements of operations, consolidated statements of stockholders' equity and cash flows (including the related notes and schedules) included in the Financial Statements fairly present the results of operations, stockholders' equity, and retained earnings and cash flows, as the case may be, of the Company for the periods indicated in accordance with GAAP consistently applied by the Company, except as stated therein or, where applicable, in the notes to the Financial Statements. (b) Except as disclosed on Schedule 4.8 (and except as disclosed on Schedules 4.16, 4.18 and 4.19 with respect to the stated terms of the Leases, Material Contracts and Government Contracts, respectively listed therein), as of September 30, 2002, there were no liabilities or obligations of any nature (whether known or unknown, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) that will notwere not reflected or reserved against on such balance sheet as of September 30, 2002, included in the Financial Statements. Except as disclosed on Schedule 4.16, 4.18 and 4.19 and to the extent specifically reflected or reserved against in the Financial Statements or otherwise disclosed in Schedule 4.8, as of September 30, 2002 the Company did not have any liabilities or obligations of any nature, whether absolute, accrued, contingent, matured or unmatured or otherwise, and whether due or to become due (including, without limitation, any liability for Taxes and interest, penalties and other charges payable with respect to any such liability or obligation). Since September 30, 2002, the Company has not incurred any liabilities which have not been disclosed pursuant to the previous two sentences other than liabilities and which (i) have been incurred in the ordinary and usual course of business consistent with past practice and (ii) have not had and would not reasonably be expected to have, individually or in the aggregate, be material. The balance sheet of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheeta Material Adverse Effect.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken as

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(aThe consolidated financial statements of the Company (including any notes and schedules thereto) to included in or incorporated by reference into the Disclosure Memorandum sets forth Company SEC Documents (i) the unaudited balance sheets complied or will comply as of their respective dates as to form in all material respects with all applicable accounting requirements and statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, published rules and regulations of the “Financial Statements”). The Financial Statements (i) are accurate and complete except SEC with respect thereto as in di minimis respects, and prepared based effect on the books and records date of Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods filing thereof (except as may be indicated in the notes thereto), (ii) were prepared or will be prepared in accordance with GAAP as in effect on the dates of such financial statements, applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) throughout the periods involved and (iii) fairly present presented or will fairly present, in all material respects respects, the financial position, results of operations, and changes in consolidated financial position of Seller the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods indicated, except as otherwise noted therein and indicated (subject, in the case of the Interim Financial Statementsunaudited statements, to normal and recurring year-end and audit adjustments as permitted by the rules and regulations of the SEC). (b) Except (i) as set forth, reflected or reserved against in the consolidated balance sheets (including the notes thereto) of the Company included in the Company SEC Documents or as otherwise disclosed in the Company SEC Documents, (ii) for liabilities and obligations incurred since March 31, 2011 in the ordinary course of business consistent with past practice, (iii) liabilities and obligations permitted or contemplated by this Agreement or incurred in connection with this Agreement and the absence Merger, or (iv) for liabilities or obligations which have been discharged or paid in full in the ordinary course of notes that will notbusiness, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be reflected on a consolidated balance sheet (including the footnotes thereof), other than those which would not have, individually or in the aggregate, be material. The balance sheet of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheeta Company Material Adverse Effect.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken as

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(aThe consolidated financial statements of the Company (including any notes and schedules thereto) to included in the Disclosure Memorandum sets forth Company SEC Documents (i) the unaudited balance sheets complied as of their respective dates as to form in all material respects with all applicable accounting requirements and statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, published rules and regulations of the “Financial Statements”). The Financial Statements (i) are accurate and complete except SEC with respect thereto as in di minimis respects, and prepared based effect on the books date of filing and records of Sellereffectiveness thereof, (ii) have been were prepared in conformity accordance with GAAP as in effect on the dates of such financial statements, applied on a consistent basis consistent with prior accounting periods (except as may be indicated therein or in the notes thereto)thereto and, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) during the periods involved, (iii) are consistent, in all material respects, with the books and records of the Company and its Subsidiaries, and (iv) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods therein indicated (subject, in the case of unaudited statements, to normal year-end and audit adjustments which were not expected to be material in amount). (b) Except (i) as set forth, reflected or reserved against in the consolidated balance sheet (including the notes thereto) of the Company included in its annual report on Form 10-K for the fiscal year ended December 31, 2005, (ii) as set forth, reflected or reserved against in any consolidated balance sheet (including the notes thereto) of the Company included in any other Company SEC Documents filed with the SEC after the filing date of such annual report, (iii) for liabilities and obligations incurred since December 31, 2005 in the usual, regular and ordinary course of business consistent with past practice and not otherwise prohibited pursuant to this Agreement or (iv) for liabilities and obligations incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except in each case for such liabilities and obligations which could not reasonably be expected to have a Company Material Adverse Effect. (c) The annual statement for the fiscal year ended December 31, 2005 of each of Provident American Life & Health Insurance Company, United Benefit Life Insurance Company and Central Reserve Life Insurance Company filed with the Ohio Department of Insurance and of Continental General Insurance Company filed with the Nebraska Department of Insurance (collectively, the “Company State Regulatory Filings”), copies of which have been made available to Parent prior to the date hereof, fairly present in all material respects the each such Subsidiary’s respective financial position, results of operations, and changes in financial position of Seller condition as of the dates thereof and their respective results of operations and cash flows for the periods indicatedthen ended in conformity with SAP, except as otherwise noted therein and subject, may be reflected in the case of the Interim Financial Statements, notes thereto and subject to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be materialadjustments. The balance sheet of Seller as of March 31, 2024 (other information contained in such annual statements presents in all material respects the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected information required to be materially adverse to Seller and its Subsidiaries, taken ascontained therein in conformity with SAP consistently applied.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(aThe consolidated financial statements of the Company (including any notes and schedules thereto) to included in the Disclosure Memorandum sets forth Company SEC Documents (i) the unaudited balance sheets and statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and were prepared based on from the books and records of Sellerthe Company and its Subsidiaries, (ii) have been prepared complied as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect on the date of filing and effectiveness thereof, (iii) are in conformity with GAAP as in effect as of the dates of such financial statements, applied on a consistent basis consistent with prior accounting periods (except as may be indicated therein or in the notes thereto)thereto and, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) during the periods involved and (iiiiv) fairly present present, in all material respects respects, the financial position, results of operations, and changes in consolidated financial position of Seller the Company and its respective consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods indicated, except as otherwise noted therein and indicated (subject, in the case of the Interim Financial Statementsunaudited statements, to normal and recurring year-end audit adjustments that are not expected to be material in amount). (b) Except (1) as set forth, reflected or reserved against in the consolidated balance sheet (including the notes thereto) of the Company included in its Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended September 30, 2001, (2) as set forth, reflected or reserved against in any consolidated balance sheet (including the notes thereto) of the Company included in any other Company SEC Documents filed with the SEC after the filing date of the Form 10-K and prior to the absence date hereof, (3) for liabilities and obligations incurred since June 30, 2002 in the ordinary course of notes that will business consistent with past practice, or not otherwise prohibited pursuant to this Agreement, or (4) for liabilities and obligations incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except for such liabilities and obligations which would not, individually or in the aggregate, be material. The balance sheet of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheethave a Company Material Adverse Effect.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken as

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to True and complete copies of the Disclosure Memorandum sets forth (i) balance sheet of the unaudited balance sheets and statements of operations and cash flows of Seller Business as at and for the three fiscal years ended December 31, 20212009, 2022December 31, 2010, December 31, 2011 and 2023 the related profit and loss statements of the Business (collectively referred to as the “Annual Financial Statements”) and (ii) an unaudited the balance sheet and statements of operations and cash flows of Seller the Business as at and for the three-month period ended March 31, 2024 2012, and the related statements of profit and loss (collectively referred to as the “Interim Financial Statements” ”) are attached hereto as Section 3.5(a) of the Disclosure Schedules. Except as set forth in Section 3.5 of the Disclosure Schedules, each of the Financial Statements and collectively with the Annual Financial Statements, the “Financial Statements”). The Interim Financial Statements (i) are accurate and complete except in di minimis respectshave been derived from, and prepared based on in accordance with, the books and records of Sellerthe Seller pertaining to the Business in all material respects, (ii) have been prepared prepared, in conformity all material respects, in accordance with GAAP applied on a consistent basis consistent with prior accounting throughout the periods indicated (except as may be indicated in the notes thereto), ) and (iii) fairly present present, in all material respects respects, the financial position, position and results of operations, and changes in financial position of Seller as operations of the Business as at the respective dates thereof and for the respective periods indicatedindicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The . (b) Except as and to the extent adequately accrued or reserved against in the balance sheet of Seller the Business as of at March 31, 2024 2012 (such balance sheet, the “Balance Sheet”), the Seller does not have any material liability or obligation of any nature arising out of, relating to or affecting the Business, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Business or disclosed in the notes thereto, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet Date”and permitted under Section 5.1, (ii) is herein referred were incurred under this Agreement or contemplated to as be incurred under the “Seller Balance SheetAncillary Agreements, and (iii) expressly set forth in Section 3.5(b) of the Disclosure Schedules.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in (c) The books of account and financial records of the Seller Balance Sheet, except Excluded Liabilities incurred since pertaining to the Seller Balance Sheet Date Business are true and correct in the Ordinary Course that would not, individually or all material respects and have been prepared and are maintained in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken asaccordance with sound accounting practice.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(aAttached to SCHEDULE 4.5(a) to are copies of the Disclosure Memorandum sets forth following financial statements: (i) the unaudited combined balance sheets sheet of the Companies as of December 31, 2004, and the related unaudited combined statements of operations income and cash flows of Seller at and for the three fiscal years ended December 31year then ended, 2021, 2022, and 2023 (the “Annual Financial Statements”) "UNAUDITED FINANCIAL STATEMENTS"), and (ii) an the unaudited combined balance sheet of the Companies as of July 2, 2005 (the "BALANCE SHEET DATE"), and the related unaudited combined statements of operations income and cash flows of Seller at and for the threesix-month period then ended March 31, 2024 (the “Interim Financial Statements” "INTERIM FINANCIAL STATEMENTS" and collectively together with the Annual Unaudited Financial Statements, the “Financial Statements”"FINANCIAL STATEMENTS"). The Financial Statements Other than as set forth on SCHEDULE 4.5(a)-1, (ix) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been the Companies from which the Unaudited Financial Statements were prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto), and (iii) fairly present in all material respects the assets, liabilities and operations of the Companies and (y) the Unaudited Financial Statements are in conformity with such books and records. (b) Other than as set forth in SCHEDULE 4.5(a)-1 AND 4.5(b), the Financial Statements have been prepared by management in accordance with GAAP applied on a consistent basis (except for the absence of footnote disclosure and customary year-end adjustments, none of which will be material) and fairly present, in all material respects, the financial position, position and results of operations, and changes in financial position operations of Seller the Companies as of the dates and for the periods indicated. (c) To Sellers' Knowledge, no Company has any liability or obligation of any nature, whether accrued, absolute, contingent, direct, indirect, unliquidated or otherwise, and whether due or to become due, which is not reflected in the Financial Statements or disclosed in the notes thereto, except as otherwise noted therein and subject, those (i) which were incurred in the case ordinary course of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually business or (ii) which are described in the aggregate, be material. The balance sheet of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance SheetSCHEDULE 4.5(c).” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken as

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a4.6(a) to of the Disclosure Memorandum Letters sets forth complete and correct copies of (i) the unaudited unaudited, combined balance sheets of the Business as of January 2, 2021 and January 1, 2022 (the “Balance Sheet Date”), respectively, together with the unaudited, combined statements of operations and cash flows operating income of Seller at and the Business for the three fiscal years ended December 31January 2, 20212021 and January 1, 2022, and 2023 respectively (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statementscollectively, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been prepared in conformity accordance with GAAP applied on a consistent basis consistent with prior accounting throughout the periods (except as may be indicated in the notes thereto)and, and (iii) on that basis, fairly present present, in all material respects respects, the financial position, results position and operating income of operations, and changes in financial position of Seller the Business as of the dates and for the periods indicated, except as otherwise noted therein and subject, in each case, to the case absence of (x) disclosures normally made in notes, (y) allocations for Overhead and Shared Services from other business units of Sellers and their respective Subsidiaries as presented in the Interim Financial Statements, to normal and recurring year-end adjustments (z) intercompany eliminations recorded within US Seller’s consolidated financial statements; provided, that the Financial Statements and the absence representations and warranties in this Section 4.6(a) are qualified by the fact that the Business has not been operated on a stand-alone basis and has historically been reported within US Seller’s consolidated financial statements. The books and records of notes that will notthe Company accurately and fairly, individually in all material respects, reflect the operations and conduct of business of the Company. (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, or matured or unmatured, of the Business, of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) specifically reflected or reserved against in the aggregate, be material. The balance sheet of Seller Financial Statements as of March 31, 2024 (the “Seller Balance Sheet Date”, (ii) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course ordinary course of business, none of which arise from any breach of a Contract or violation of Law, (iii) liabilities arising out of or in connection with the Transactions, (iv) for Taxes or (v) that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken asmaterial.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Company has delivered to the Disclosure Memorandum sets forth (i) the unaudited balance sheets and Acquirer its audited, consolidated financial statements of operations and cash flows of Seller at and for the three Company’s fiscal year ended December 31, 2014, and its unaudited, consolidated financial statements for the Company’s fiscal years ended December 31, 20212015 and December 31, 20222013 (including, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited in each case, balance sheet and sheets, statements of operations and statements of cash flows of Seller at and for the three-month period ended March 31, 2024 flows) (the “Interim Financial Statements” and collectively with the Annual Financial Statementscollectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are accurate derived from and complete except in di minimis respects, and prepared based on accordance with the books and records of Sellerthe Company, (ii) have been prepared in conformity comply as to form with GAAP on a basis consistent applicable accounting requirements with prior accounting periods (except as may be indicated in the notes respect thereto), and (iii) fairly and accurately present in all material respects the consolidated financial position, condition of the Company at the dates therein indicated and the consolidated results of operations, operations and changes in financial position of Seller as cash flows of the dates and Company for the periods indicated, except as otherwise noted therein and specified (subject, in the case of the Interim unaudited Financial Statements, Statements to normal and recurring year-end adjustments audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete and (v) were prepared in accordance with GAAP applied on a consistent basis throughout the absence periods involved. (b) Neither the Company nor any Subsidiary has any Liabilities of notes any nature other than (i) those set forth or adequately provided for in the consolidated balance sheet of the Company and its Subsidiaries included in the Financial Statements as of December 31, 2015 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s and any Subsidiary’s business since the Company Balance Sheet Date in the ordinary course consistent with past practice that will notare of the type that ordinarily recur and, individually or in the aggregate, be materialare not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law and (iii) those incurred by the Company in connection with the execution of this Agreement. The Except for Liabilities reflected in the Financial Statements, neither the Company nor any Subsidiary has any off-balance sheet Liability of Seller as any nature to, or any financial interest in, any third parties or entities, the purpose or effect of March 31which is to defer, 2024 postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company or any Subsidiary. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied and are adequate. Without limiting the generality of the foregoing, neither the Company nor any Subsidiary is currently the guarantor of any debt or other obligation of any other Person. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Debt, including, for each item of Company Debt, the agreement governing the Company Debt. (d) Schedule 2.4(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company or any Subsidiary maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) The accounts receivable of the Company and each Subsidiary (the “Seller Accounts Receivable”) as reflected on the Company Balance Sheet and as will be reflected in the Company Closing Financial Certificate arose in the ordinary course of business consistent with past practice and represent valid and binding claims against debtors for sales and other charges. The Accounts Receivable arising after the Company Balance Sheet Date and before the Closing Date (i) arose or shall arise in the ordinary course of business, and (ii) represented or shall represent valid and binding claims against debtors for sales and other charges. None of the Accounts Receivable is subject to any claim of offset, recoupment, set-off or counter-claim and, to the knowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of Accounts Receivable is contingent upon the performance by the Company or any Subsidiary of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance on any Accounts Receivable, and no agreement for deduction or discount has been made with respect to any such Accounts Receivable. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Agreement Date, an aging of the Accounts Receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and any other reserves or allowances. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Agreement Date, such amounts of Accounts Receivable that are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims. (f) The Company and each Subsidiary have established and maintain a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company and each Subsidiary are being executed and made only in accordance with appropriate authorizations of management and the Board, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and each Subsidiary and (iv) that the amount recorded for assets on the books and records of the Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Neither the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, the Company’s independent auditors, any current or former employee, consultant, or director of the Company or any Subsidiary, has identified or been made aware of any fraud, whether or not material, that involves the Company’s or any Subsidiary’s management or other current or former employees, consultants, or directors of the Company or any Subsidiary who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any Subsidiary, or any claim or allegation regarding any of the foregoing. None of the Company, any Subsidiary, and, to the knowledge of the Company, any Representative of the Company or any Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary or their internal accounting controls or any material inaccuracy in the Company’s or any Subsidiary’s financial statements. There are no significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data. At the Company Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has , there were no material Liabilities loss contingencies (as such term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 450) that are not fully reflected or reserved against, as prescribed by GAAP, adequately provided for in the Seller Company Balance SheetSheet as required by such Topic 450. There has been no change in the Company’s or any Subsidiary’s accounting policies since the Company’s or any Subsidiary’s inception, except Excluded Liabilities incurred since the Seller Balance Sheet Date as described in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken asFinancial Statements.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to True and complete copies of the Disclosure Memorandum sets forth (i) the unaudited balance sheets and statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller the Company as at and for the three-month period ended March 31, 2024 2020, and the related statements of income, cash flows and changes in shareholders’ equity of the Company (the “Interim Financial Statements” and collectively with the Annual Financial Statements, referred to as the “Financial Statements”), are attached hereto as Schedule 3.7(a) of the Disclosure Schedules. The Financial Statements (i) are accurate correct and complete except in di minimis respects, all material respects and have been prepared based on in accordance with the books and records of Sellerthe Company, (ii) have been prepared in conformity accordance with GAAP applied on a consistent basis consistent with prior accounting throughout the periods indicated (except as may be indicated in the notes thereto), ) and (iii) fairly present present, in all material respects respects, the financial position, results of operations, operations and changes in financial position of Seller as cash flows of the Company as at the respective dates thereof and for the respective periods indicatedindicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, subject to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The . (b) Except as and to the extent adequately accrued or reserved against in the balance sheet of Seller the Company as of at March 31, 2024 2020 (such balance sheet, together with all related notes and schedules thereto, the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are ”), the Company does not fully have any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or reserved against, as prescribed by GAAP, disclosed in the Seller notes thereto, except for liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would are not, individually or in the aggregate, reasonably material to the Company. (c) As of the date hereof, the Company does not have any Indebtedness or Transaction Expenses (including any Accounts Payable and any payments owed under the License or that have accrued on or prior to the date hereof, inclusive of any royalty payment that may be expected due pursuant to be materially adverse Section 14.7 of the License), other than as set forth in Schedule 3.7(c). (d) The books of account and financial records of the Company are true and correct in all material respects and have been prepared and are maintained in accordance with sound accounting practice. To the Company’s knowledge, the Company maintains proper and adequate internal accounting controls, and, as of the date of this Agreement, there are no significant deficiencies in the design or operation of the Company’s internal controls over financial reporting which could adversely affect in any material respect the Company’s ability to Seller record, process, summarize and its Subsidiariesreport financial data or material weaknesses in internal controls over financial reporting. There has been no fraud, taken aswhether or not material, that involved management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting. (e) The Company does not have any Accounts Receivable. Except as set forth on Schedule 3.7(c) of the Disclosure Schedules, the Company does not have any Accounts Payable to any Person.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Company has delivered to Buyer true and complete copies of the Disclosure Memorandum sets forth (i) audited balance sheet of the Company and the Subsidiaries as at January 2, 2000, January 2, 1999 and January 2, 1998, respectively, and the related audited statements of income, changes in stockholders' equity and cash flows for the three fiscal years ended January 2, 2000, January 2, 1999 and January 2, 1998 including the related notes and schedules thereto and (ii) unaudited balance sheets of the Company and the Subsidiaries and the statements of income, changes in stockholders' equity and cash flows as at the end of and for each fiscal quarter ended since April 2, 2000 including the related notes and schedules thereto, all certified by the chief financial officer of the Company (collectively, the "FINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes), and fairly presents the financial position, results of operations and cash flows of Seller the Company as at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto), and (iii) fairly present in all material respects the financial position, results of operations, and changes in financial position of Seller as of the dates and for the periods indicated. For purposes hereof, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The audited balance sheet of Seller the Company as of March 31at January 2, 2024 (the “Seller Balance Sheet Date”) 2000 is herein hereinafter referred to as the “Seller Balance Sheet.” Seller "BALANCE SHEET" and January 2, 2000 is hereinafter referred to as the "BALANCE SHEET DATE". The Company has no material Liabilities that are indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due), which was not fully reflected in, reserved against or reserved against, as prescribed by GAAP, otherwise described in the Seller Balance Sheet, except Excluded Liabilities Sheet or the notes thereto or incurred in the ordinary course of business consistent with the Company's past practices since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken asDate.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Purchaser or NDS has delivered to the Disclosure Memorandum sets forth Seller the audited consolidated financial statements (iincluding an income statement, statement of cash flow and balance sheet) the unaudited balance sheets and statements of operations and cash flows of Seller at and NDS for the three fiscal two years ended December 31, 2021, 2022, 2007 and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and consolidated financial statements of operations and cash flows of Seller at and for the threesix-month period month(s) ended March 31June 30, 2024 2008 (the “Interim Financial Statements” and collectively with the Annual Financial Statementscollectively, the “Purchaser Financial Statements”). The Purchaser Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been prepared in conformity accordance with GAAP on a basis consistent with prior accounting consistently applied during the periods covered thereby (except unless as may be indicated in the notes thereto), otherwise disclosed therein) and (iii) fairly present in all material respects the financial position, position and the results of operations, and changes in financial position operations of Seller the Purchaser as of the dates and for during the periods indicatedindicated therein, except as otherwise noted therein and subject, in with respect to the case of the Interim unaudited Purchaser Financial Statements, to Statements for (i) normal and recurring year-end adjustments and the absence of notes that will are not, individually or in the aggregate, material, and (ii) the omission of accompanying notes and schedules. (b) Except as reflected in the Purchaser Financial Statements, the Purchaser has no liabilities, obligations, indebtedness, expenses, claims, guarantees or endorsements of any type (whether accrued, absolute, contingent, matured, unmatured or otherwise) that are required by GAAP to be material. The set forth on the consolidated balance sheet of Seller as of March 31NDS (collectively, 2024 (the “Seller Balance Sheet DatePurchaser Liabilities”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet), except Excluded for Purchaser Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in ordinary course of the aggregate, reasonably be expected to be materially adverse to Seller business of NDS (and its Subsidiaries) as conducted by NDS (and its Subsidiaries), taken asconsistent with past practice during the period covered by the Purchaser Financial Statements or that are not material.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(aThe consolidated financial statements of GAFRI (including any notes and schedules thereto) to included in the Disclosure Memorandum sets forth GAFRI SEC Documents (i) the unaudited balance sheets complied as of their respective dates as to form in all material respects with all applicable accounting requirements and statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, published rules and regulations of the “Financial Statements”). The Financial Statements (i) are accurate and complete except SEC with respect thereto as in di minimis respects, and prepared based effect on the books date of filing and records of Sellereffectiveness thereof, (ii) have been were prepared in conformity accordance with GAAP as in effect on the dates of such financial statements, applied on a consistent basis consistent with prior accounting periods (except as may be indicated therein or in the notes thereto)thereto and, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) during the periods involved, (iii) are consistent, in all material respects, with the books and records of GAFRI and its Subsidiaries, and (iv) fairly present, in all material respects, the consolidated financial position of GAFRI and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods therein indicated (subject, in the case of unaudited statements, to normal year-end and audit adjustments which were not expected to be material in amount). (b) Except (i) as set forth, reflected or reserved against in the consolidated balance sheet (including the notes thereto) of GAFRI included in its annual report on Form 10-K for the fiscal year ended December 31, 2006, (ii) as set forth, reflected or reserved against in any consolidated balance sheet (including the notes thereto) of GAFRI included in any other GAFRI SEC Documents filed with the SEC after the filing date of such annual report, (iii) for liabilities and obligations incurred since December 31, 2006 in the usual, regular and ordinary course of business consistent with past practice and not otherwise prohibited pursuant to this Agreement or (iv) for liabilities and obligations incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, neither GAFRI nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except in each case for such liabilities and obligations which could not reasonably be expected to have a GAFRI Material Adverse Effect. (c) The annual statement for the fiscal year ended December 31, 2006 of each Material Subsidiary that is an insurance company, copies of which have been made available to Parent prior to the date hereof, fairly present in all material respects the each such Material Subsidiary’s respective financial position, results of operations, and changes in financial position of Seller condition as of the dates thereof and their respective results of operations and cash flows for the periods indicatedthen ended in conformity with SAP, except as otherwise noted therein and subject, may be reflected in the case of the Interim Financial Statements, notes thereto and subject to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be materialadjustments. The balance sheet of Seller as of March 31, 2024 (other information contained in such annual statements presents in all material respects the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected information required to be materially adverse to Seller and its Subsidiaries, taken ascontained therein in conformity with SAP consistently applied.

Financial Statements; No Undisclosed Liabilities. (a) Set forth on Schedule 2.5(a3.7(a) to the Disclosure Memorandum sets forth are: (i) the unaudited combined audited balance sheets of the Company, the Other Delta Targets and JTS Realty Investment Company, LLC, as of December 31, 2021 and 2022; (ii) the related combined audited statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 20212021 and 2022; (iii) the combined statement of cash flows as of December 31, 2021 and 2022, and 2023 (the “Annual Financial Statements”) and (iiiv) an unaudited balance sheet and statements of operations and cash flows the Company as of Seller at and for the three-month period ended March 31June 30, 2024 2023 (the “Interim Financial Statements” Balance Sheet”); and collectively with (v) the Annual Financial Statementsrelated unaudited statements of profit and loss of the Company for the six (6) months ended June 30, 2023 (the foregoing financial statements, collectively, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and have been prepared based on from the books and records of Sellerthe Company in accordance with GAAP, consistently applied, (ii) have been prepared are correct in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto)all material respects, and (iii) fairly present fairly, in all material respects respects, changes in shareholders equity, the financial position, condition and results of operations, operations of the Company and changes in financial position of Seller the Other Delta Targets as of the respective dates thereof and for the respective periods indicatedcovered thereby, except as otherwise noted therein and subject, in the case of the Interim unaudited Financial Statements, to normal and recurring year-end adjustments and (the absence effect of notes that which will not, individually or in the aggregate, be material) and the absence of footnotes. The balance sheet books and records of Seller as the Company are correct, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of March 31the Company. (b) The Company does not have any Liabilities, 2024 except: (i) Liabilities reflected on, or reserved against in, the “Seller Financial Statements; (ii) Liabilities that have arisen since the date of the Interim Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course of Business, none of which is a Liability resulting from or arising out of any breach of contract, breach of warranty, tort, infringement, misappropriation, or violation of Law; and (iii) Liabilities set forth on Schedule 3.7(b). (c) The Company maintains internal accounting controls sufficient to provide reasonable assurances that would not(i) transactions are executed in accordance with management’s general or specific authorizations, individually (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has never been (x) any significant deficiency or material weakness in any system of internal accounting controls used by the Company, (y) any fraud or other wrongdoing that involves any of the management or other employees of the Company who have a role in the aggregatepreparation of financial statements or the internal accounting controls used by the Company, reasonably be expected to be materially adverse to Seller or (z) any claim or allegation regarding any of the foregoing. (d) Schedule 3.7(d)(i) sets forth a correct list of all Company Indebtedness of the Company and its Subsidiaries, taken asidentifies for each item of Company Indebtedness the outstanding amount thereof as of the date of this Agreement. Schedule 3.7(d)(ii) sets forth a correct list of all Equipment and Truck Indebtedness of the Company and identifies for each item of Equipment and Truck Indebtedness the outstanding amount thereof as of the date of this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(aSection 5.10(a) to of the Company Disclosure Memorandum sets forth (i) Letter includes true and complete copies of the unaudited balance sheets and statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Companies Financial Statements”. (b) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Companies Financial Statements (i) are accurate correct and complete except and have been prepared in di minimis respects, and prepared based on accordance with the respective books and records of Seller, the Companies; (ii) have been prepared in conformity accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with prior accounting periods each other (except as may be indicated in the notes thereto), ; and (iii) fairly present present, in all material respects respects, the financial position, results of operations, operations and changes in financial position of Seller as cash flows of the Companies on a combined basis, as the case may be, as at the dates thereof and for the periods indicatedindicated therein, except as otherwise noted therein noted. (c) Except as and subject, to the extent adequately accrued or reserved against in the case Companies Balance Sheet, neither of the Interim Financial StatementsCompanies has any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to normal be reflected in a balance sheet of the Companies on a combined basis or disclosed in the notes thereto, except for (i) liabilities and recurring year-end adjustments and obligations, incurred in the absence ordinary course of notes business consistent with past practice since the date of the Companies Balance Sheet, that will are not, individually or in the aggregate, be material. The balance sheet of Seller as of March 31material in amount, 2024 (the “Seller Balance Sheet Date”ii) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities liabilities for performance under Company Material Contracts that are do not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, exceed $250,000 individually or $1,500,000 in the aggregate, and (iii) liabilities described in Section 5.10(c) of the Company Disclosure Letter. (d) The books of account and financial records of each of the Companies are true and correct and have been prepared and are maintained in accordance with GAAP. (e) To the Knowledge of the Companies, the Companies Financial Statements are in the form, in all material respects, that will be filed, together with the report of the Companies’ auditors thereon, as audited financial statements with Parent’s Form 8-K as soon as is reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken aspracticable after the Closing.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) Clissold has delivered to the Disclosure Memorandum sets forth (i) WOC Stockholders copies of the unaudited balance sheets Financial Statements. The Financial Statements have been prepared in accordance with GAAP consistently applied and statements present fairly the consolidated financial condition, assets, liabilities, reserves, expenses, results of operations and cash flows of Seller at the Company, as of the dates, and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”)periods indicated. The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on accordance with the books and records of Sellerthe Company, do not reflect any transactions which are not bona fide transactions and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading. (iib) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except Except as may be indicated set forth in the notes thereto), and (iii) fairly present in all material respects the financial position, results of operations, and changes in financial position of Seller as of the dates and for the periods indicated, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, the Company has no liabilities, debts, claims or obligations, whether accrued, absolute, contingent or otherwise, whether due or to normal become due. On February 25, 1995, the Company transferred all right, title and recurring year-end adjustments interest in and to the mining claims (the "Mining Claims") and the absence patents (the "Patents") referred to in Note 1 of notes that will notthe Financial Statements, individually and the Company is not subject to any liabilities with respect to the Mining Claims, the Patents, the operations with respect to the properties purportedly subject to such Mining Claims or the transactions pursuant to which Clissold acquired control of the Company. Neither Clissold nor the Company is subject to any claim of Rale▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ any kind whatsoever, including, without limitation, any claim for any liabilities, debts, obligations, whether accrued, absolute, contingent or otherwise, whether due or to become due. (c) Except as set forth in the aggregateFinancial Statements, be material. The balance sheet neither Clissold nor the Company has prepared, is in possession of, or has been provided with, any document that lists or otherwise discloses any liabilities, debts, claims or obligations, whether accrued, absolute, contingent or otherwise, whether due or to become due, of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance SheetCompany.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken as

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a3.5(a) to of the Disclosure Memorandum Schedule sets forth (i) the unaudited balance sheets and Company’s audited consolidated financial statements of operations and cash flows of Seller at and for the three its fiscal years ended December 31, 2020 and December 31, 2021, and unaudited consolidated balance sheet, statement of operations and statement of cash flows for the six-month period ended June 30, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited including, in each case, balance sheet and sheets, statements of operations and statements of cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statementscollectively, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respectsaccurate, complete, and prepared based on consistent with the books and records of Sellerthe Company, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto)present fairly, and (iii) fairly present in all material respects respects, the financial position, results of operations, and changes in financial position of Seller the Company and its Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the dates and for the periods indicated, except as otherwise noted therein and indicated (subject, in the case of the Interim Financial Statementsinterim period financial statements, to normal and recurring year-end adjustments adjustments) and (iii) were prepared in accordance with GAAP, except for the absence of notes that will not, individually or in the aggregate, be materialfootnotes. The consolidated balance sheet of Seller the Company as of March 31June 30, 2024 2022 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has ” (b) The Acquired Companies have no material Liabilities that are not fully reflected of any nature other than (i) those set forth or reserved against, as prescribed by GAAP, adequately provided for in the Seller Balance Sheet, except Excluded Liabilities (ii) those incurred in the conduct of the Business since the Seller Balance Sheet Date in the Ordinary Course ordinary course of business consistent with past practice that would notare of the type that ordinarily recur and, individually or in the aggregate, reasonably are not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law and (iii) those incurred by the Company in connection with the execution of this Agreement. The Acquired Companies have no off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by any Acquired Company. All reserves that are set forth in or reflected in the Balance Sheet have been established in accordance with GAAP consistently applied and are adequate. (c) Except as set forth on Schedule 3.5(c) of the Disclosure Schedule, no Acquired Company has any Debt. No Acquired Company is a guarantor, indemnitor, surety, or other obligor of any indebtedness of any other Person. (d) The Company has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (considering the Company’s jurisdiction and size) that: (i) transactions, receipts and expenditures of the Acquired Companies are executed in accordance with appropriate authorizations of management and the Board, (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization and (iv) the amount recorded for assets on the books and records of the Acquired Companies is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has been no incidence of fraud or allegation of fraud committed by any current or former employee, consultant or director of any Acquired Company with respect to the preparation of the Financial Statements. No Acquired Company has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Acquired Companies or their internal accounting controls or any material inaccuracy in any Acquired Company’s financial statements. There has been no change in any Acquired Company’s accounting policies since such Acquired Company’s inception, except as described in the Financial Statements. (e) The accounts receivable as reflected on the Balance Sheet, as will be expected reflected in the Spreadsheet and as arising after the Balance Sheet Date and before the Closing Date, arose in the ordinary course of business, represented bona fide claims against debtors for sales and other charges and have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Balance Sheet, or in the Spreadsheet, as the case may be. To the knowledge of the Company, none of the accounts receivable of any Acquired Company is subject to any claim of offset, recoupment, setoff or counter-claim, and, to the knowledge of the Company, there are no specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of accounts receivable is contingent upon the performance by any Acquired Company of any obligation or Contract other than normal warranty repair and replacement. The “funds receivable and customer accounts” as reflected on the Balance Sheet and as arising after the Balance Sheet Date and before the Closing Date, will be materially adverse sufficient to Seller satisfy the “funds payable and its Subsidiaries, taken asamounts due to customers” as reflected on the Balance Sheet and as arising after the Balance Sheet Date and before the Closing Date.

Financial Statements; No Undisclosed Liabilities. (a) Set forth on Schedule 2.5(a3.7(a) to the Disclosure Memorandum sets forth are: (i) the unaudited audited combined balance sheets of the Company and West Coast as of December 31, 2021 and 2022; (ii) the related audited combined statements of operations and cash flows of Seller at and income for the three fiscal years ended December 31, 20212021 and 2022; (iii) the related audited combined statements of cash flows for the years ended December 31, 2021 and 2022, ; (iv) an unaudited combined balance sheet of the Company and West Coast as of June 30,2022 and 2023 (the “Annual Financial StatementsInterim Balance Sheet”) ); and (iiv) an the related unaudited balance sheet combined income statement and statements statement of operations and cash flows of Seller at and for the three-month period six (6) months ended March 31June 30, 2024 2022 and 2023 (the “Interim Financial Statements” and collectively with the Annual Financial Statementsforegoing financial statements, collectively, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respectsas set forth on Schedule 3.7(a)(i), and have been prepared based on from the books and records of Sellerthe Company in accordance with GAAP, (ii) have been prepared are correct in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto)all material respects, and (iii) fairly present fairly, in all material respects respects, changes in shareholders equity, the financial position, condition and results of operations, and changes in financial position operations of Seller the Company as of the respective dates thereof and for the respective periods indicatedcovered thereby, except as otherwise noted therein and subject, in the case of the Interim unaudited Financial Statements, to normal and recurring year-end adjustments and (the absence effect of notes that which will not, individually or in the aggregate, be material) and the absence of footnotes. The balance sheet books and records of Seller as the Company are correct, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of March 31the Company. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statements. (b) As of the date of this Agreement, 2024 the Company does not have any Liabilities, except: (i) Liabilities reflected on, or reserved against in, the “Seller Financial Statements; (ii) Liabilities that have arisen since the date of the Interim Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would notof Business, individually none of which is a Liability resulting from or arising out of any breach of contract, breach of warranty, tort, infringement, misappropriation, or violation of Law; (iii) Liabilities not required by GAAP to be included in the aggregateCompany’s Financial Statements; (iv) executor obligations under Contracts which have been made available to Purchaser; and (v) Liabilities set forth on Schedule 3.7(b). (c) The Company maintains internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, reasonably be expected (ii) transactions are recorded as necessary to be materially adverse permit preparation of financial statements in conformity with GAAP and to Seller maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and its Subsidiaries(iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has never been (x) any significant deficiency or material weakness in any system of internal accounting controls used by the Company, taken as(y) any fraud or other wrongdoing that involves any of the management or other employees of the Company who have a role in the preparation of financial statements or the internal accounting controls used by the Company, or (z) any claim or allegation regarding any of the foregoing. (d) Schedule 3.7(d)(i) sets forth a correct list of all Indebtedness of the Company and identifies for each item of Indebtedness the outstanding amount thereof as of the date of this Agreement. Schedule 3.7(d)(ii) sets forth a correct list of Closing Date Indebtedness of the Company as of the date of this Agreement, and identifies for each item of the Closing Date Indebtedness the outstanding amount thereof, in each case, as of the date of this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a3.5(a) to of the Disclosure Memorandum Schedule sets forth (i) the unaudited balance sheets and Company’s audited, consolidated financial statements of operations and cash flows of Seller at and for the three its fiscal years ended December 31, 2018, December 31, 2019, and December 31, 2020 and its unaudited, consolidated financial statements for the five-month period ended May 31, 2021, 2022including, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited in each case, balance sheet and sheets, statements of operations and statements of cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statementscollectively, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects(or will be) accurate, complete, and prepared based on consistent with the books and records of Sellerthe Company, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods present (except as may be indicated in the notes thereto)or will present) fairly, and (iii) fairly present in all material respects respects, the financial position, results of operations, and changes in financial position of Seller the Company and its Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the dates and for the periods indicated, except as otherwise noted therein and indicated (subject, in the case of the Interim Financial Statementsinterim period financial statements, to normal and recurring year-end adjustments adjustments) and (iii) were prepared in accordance with GAAP, except for the absence of notes that will not, individually or in the aggregate, be materialfootnotes. The consolidated balance sheet of Seller the Company as of March May 31, 2024 2021 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has ” (b) The Acquired Companies have no material Liabilities that are not fully reflected of any nature other than (i) those set forth or reserved against, as prescribed by GAAP, adequately provided for in the Seller Balance Sheet, except Excluded Liabilities (ii) those incurred in the conduct of the Business since the Seller Balance Sheet Date in the Ordinary Course ordinary course of business consistent with past practice that would notare of the type that ordinarily recur and, individually or in the aggregate, reasonably are not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law and (iii) those incurred by the Company in connection with the execution of this Agreement. The Acquired Companies have no off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by any Acquired Company. All reserves that are set forth in or reflected in the Balance Sheet have been established in accordance with GAAP consistently applied and are adequate. (c) Except as set forth on Schedule 3.5(c) of the Disclosure Schedule, no Acquired Company has any Debt. No Acquired Company is a guarantor, indemnitor, surety, or other obligor of any indebtedness of any other Person. No Acquired Company has applied for or accepted (i) any loan pursuant to the Paycheck Protection Program in Section 1102 and Section 1106 of the CARES Act, respectively, (ii) any funds pursuant to the Economic Injury Disaster Loan program or an advance on an Economic Injury Disaster Loan pursuant to Section 1110 of the CARES Act or (iii) any loan or funds pursuant to any similar programs in any foreign jurisdictions. (d) The Company has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions, receipts and expenditures of the Acquired Companies are executed in accordance with appropriate authorizations of management and the Board; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s authorization; and (iv) the amount recorded for assets on the books and records of the Acquired Companies is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has been no incidence of fraud or allegation of fraud committed by any current or former employee, consultant or director of any Acquired Company with respect to the preparation of the Financial Statements. No Acquired Company has received written communication, or otherwise obtained knowledge of any material complaint, allegation, assertion or formal claim regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Acquired Companies or their internal accounting controls or any material inaccuracy in any Acquired Company’s financial statements. There has been no material change in any Acquired Company’s accounting policies since such Acquired Company’s inception, except as described in the Financial Statements. (e) The accounts receivable as reflected on the Balance Sheet, as will be expected reflected in the Financial Certificate and as arising after the Balance Sheet Date and before the Closing Date, arose in the ordinary course of business, represented bona fide claims against debtors for sales and other charges and have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Balance Sheet, or in the Financial Certificate, as the case may be. None of the accounts receivable of any Acquired Company is subject to any claim of offset, recoupment, setoff or counter-claim, and, to the knowledge of the Company, there are no specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim that would be materially adverse material to Seller the Company. No material amount of accounts receivable is contingent upon the performance by any Acquired Company of any obligation or Contract other than normal warranty repair and its Subsidiaries, taken asreplacement.

Financial Statements; No Undisclosed Liabilities. (a) Section 4.06(a) of the Company Disclosure Schedule 2.5(a) to the Disclosure Memorandum sets forth contains copies of (i) the unaudited consolidated balance sheets of the Company and its Subsidiaries as of the end of the last two fiscal years and the related statements of operations operations, changes in shareholders’ equity and cash flows of Seller at and for the three fiscal years ended December 31then ended, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited the consolidated balance sheet of the Company and statements its Subsidiaries as of operations and cash flows of Seller at and for the three-month period ended March September 31, 2024 2021 (the “Interim Financial Statements” and collectively with the Annual Financial Statementscollectively, the “Company Financial Statements”). The Company Financial Statements (iA) are accurate and complete except have been prepared in di minimis respectsaccordance with GAAP, and prepared based on consistently applied for the respective periods set referred to in the Company Financial Statements, (B) have been derived from the books and records of Sellerthe Company and its Subsidiaries, and (C) present fairly, in all material respects, the financial position and results of operations of the Company and its Subsidiaries as of the respective dates and for the respective periods referred to in the Company Financial Statements. (b) The Company and its Subsidiaries have no Liabilities, other than Liabilities (i) that are reflected or reserved against in the Company Financial Statements, (ii) have been prepared incurred since December 31, 2020, in conformity with GAAP on a basis the ordinary course of business and consistent with prior accounting periods past practices or (except iii) set forth on Section 4.06(b) of the Company Disclosure Schedule. None of the Company or its Subsidiaries has ever effected or otherwise been involved in any “off-balance sheet arrangements” (as may be indicated defined in Item 303(a)(4)(ii) of Regulation S-K under the Securities Exchange Act of 1934, as amended). Without limiting the generality of the foregoing, none of the Company or its Subsidiaries has ever guaranteed any debt or other obligation of any other Person. (c) All of the Receivables, are (i) valid obligations owed to the Company or its Subsidiaries arising from sales actually made or services actually performed by the Company or its Subsidiaries in the notes thereto)ordinary course of business consistent with past practices of the Company or its Subsidiaries, as the case may be, and (iiiii) fairly present in all material respects to the financial position, results of operations, and changes in financial position of Seller as Knowledge of the dates and for the periods indicatedCompany, except as otherwise noted therein and subject, not disputed or subject to any counterclaim or right of setoff other than in the case ordinary course of business consistent with past practices of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The balance sheet of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller Company and its Subsidiaries. There is no default or delinquency in any payment of the Receivables that has not been reserved against in the Company Financial Statements (which reserves are adequate and consistent with past practices of the Company and its Subsidiaries). (d) Section 4.06(d) of the Company Disclosure Schedule sets forth a true, taken ascorrect, and complete list of the Indebtedness of the Company and its Subsidiaries and the corresponding holders of such Indebtedness.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a3.7(a) to the Disclosure Memorandum sets forth (i) the unaudited balance sheets and statements sheet of operations and cash flows the Companies, on a consolidated basis, as of Seller at and for the three fiscal years ended December 31September 30, 2021, 2022, and 2023 2005 (the “Annual Financial StatementsMost Recent Balance Sheet”), and the unaudited statement of income of the Companies, on a consolidated basis, for the two-month period ended September 30, 2005, and (ii) the unaudited balance sheets of the Companies, on a consolidated basis, dated as of July 31, 2005, July 31, 2004 and July 31, 2003 and the unaudited statement of income of the Companies, on a consolidated basis, for the years ended July 31, 2005, July 31, 2004 and July 31, 2003, (the financial statements described in paragraphs (i) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31above, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statementscollectively, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto), and (iii) fairly present in all material respects the financial position, condition and results of operationsoperations of the Companies, and changes in financial position of Seller on a consolidated basis, as applicable as of the dates date thereof and for the periods period indicated; provided, except as otherwise noted therein however, that the Financial Statements referred to in clause (i) above are subject to year-end and subject, in the case of the Interim Financial Statements, to normal and recurring yearquarter-end adjustments and do not include allocations of corporate expenses that are made on a periodic basis. (b) Except as set forth on Schedule 3.7(b), all customer accounts receivable of the absence of notes that will notCompanies, individually whether reflected on the Most Recent Balance Sheet or subsequently created, have arisen from bona fide transactions in the aggregateordinary course of business. (c) The Companies have no liabilities or obligations of any kind (whether absolute, be material. The balance sheet of Seller as of March 31accrued, 2024 contingent, determined, determinable or otherwise), except to the extent such liabilities or obligations (the “Seller Balance Sheet Date”i) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected as liabilities or reserved against, as prescribed by GAAP, in for on the Seller Most Recent Balance Sheet, except Excluded Liabilities (ii) are disclosed in Schedule 3.7(c) hereto, (iii) are liabilities or obligations incurred since the Seller date of the Most Recent Balance Sheet Date in the Ordinary Course that would not, individually ordinary course of business consistent with past practice and not in violation of any of the terms of this Agreement or in the aggregate, (iv) are contractual and other liabilities which are not reasonably be expected to be materially adverse to Seller and its Subsidiariesresult in a Company Material Adverse Effect. (d) The inventories of the Companies, taken aswhether reflected on the Most Recent Balance Sheet or subsequently acquired, were valued in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to True and complete copies of the Disclosure Memorandum sets forth (i) audited balance sheet of the unaudited balance sheets Company as at September 30, 2019, September 30, 2020, and the related audited statements of operations income, retained earnings, stockholders’ equity and cash flows changes in financial position of Seller at the Company, together with all related notes and for schedules thereto, accompanied by the three fiscal years ended December 31, 2021, 2022, and 2023 reports thereon of the Company’s independent auditors (collectively referred to as the “Annual Financial Statements”) and (ii) an the unaudited balance sheet of the Company as at June 30, 2021, and the related statements of operations income, retained earnings, stockholders’ equity and cash flows changes in financial position of Seller at the Company, together with all related notes and for the three-month period ended March 31, 2024 schedules thereto (collectively referred to as the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”), are attached hereto as Schedule 3.7(a) of the Disclosure Schedules. The Each of the Financial Statements and the Interim Financial Statements (i) are accurate correct and complete except in di minimis respects, all material respects and have been prepared based on in accordance with the books and records of Sellerthe Company, (ii) have been prepared in conformity accordance with GAAP applied on a consistent basis consistent with prior accounting throughout the periods indicated (except as may be indicated in the notes thereto), ) and (iii) fairly present present, in all material respects respects, the financial position, results of operations, operations and changes in financial position of Seller as cash flows of the Company as at the respective dates thereof and for the respective periods indicatedindicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The . (b) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of Seller the Company as of March 31at September 30, 2024 2020 (such balance sheet, together with all related notes and schedules thereto, the “Seller Balance Sheet DateSheet”) is herein referred or set forth on Schedule 3.7(b) of the Disclosure Schedules, the Company does not have any liability or obligation of any nature (including as a result of COVID-19 or any COVID-19 Measures), whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to as be reflected in a balance sheet of the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected Company or reserved against, as prescribed by GAAP, disclosed in the Seller Balance Sheetnotes thereto, except Excluded Liabilities for liabilities and obligations, incurred since the Seller Balance Sheet Date in the Ordinary Course of Business since the date of the Balance Sheet, that would are not, individually or in the aggregate, reasonably be expected material to be materially adverse to Seller the Company. (c) The books of account and its Subsidiaries, taken asfinancial records of the Company are true and correct and have been prepared and are maintained in accordance with sound accounting practice.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(aThe Corporation has previously furnished or made available to Buyer the following financial statements (the “Financial Statements”) to of the Disclosure Memorandum sets forth Corporation: (i) the unaudited audited consolidated balance sheets of the Corporation as of (x) December 31, 2012 (the “Latest Balance Sheet”) and (y) December 31, 2011, and December 31, 2010; (ii) the audited consolidated statements of operations income, stockholders’ equity and cash flows of Seller at and the Corporation (including any related notes) for each of the three fiscal years ended December 31, 20212012, 2022December 31, 2011, and 2023 (the “Annual Financial Statements”) December 31, 2010; and (iiiii) an the unaudited balance sheet and consolidated financial statements of operations and cash flows the Corporation as of Seller at the last day of each elapsed month during 2013 that ended prior to November, 2013 and for the threeeach one-month period and year-to-date periods then ended March 31, 2024 (the “Interim Financial Statements” ”), together with, in the case of each financial statement referred to in clause (i) and collectively with the Annual Financial Statements(ii), the “reports thereon of Stayner, ▇▇▇▇▇ & ▇▇▇▇▇▇, PC. The balance sheets included in the Financial Statements”)Statements fairly present, in all material respects, the financial condition of the Corporation as of the date thereof, and the other related statements included in the Financial Statements fairly present, in all material respects, the results of operations and changes in financial condition of the Corporation for the periods presented therein in accordance with GAAP, applied by the Corporation on a consistent basis during the periods involved, except as otherwise indicated in the notes thereto and except that the Interim Financial Statements contain estimates of certain accruals, lack footnotes and other presentation items, and are subject to normal year-end adjustments required by GAAP. The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on consistent with the books and records of Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto), and (iii) fairly present Corporation in all material respects respects. (b) Except as set forth on the financial positionFinancial Statements, results the Corporation does not have any Indebtedness, obligations or Liabilities of operationsany kind (whether accrued, and changes absolute, contingent or otherwise) which is of a nature required by GAAP to be reflected in financial position of Seller as of the dates and for the periods indicated, except as otherwise noted therein and subjecta balance sheet and, in the case of audited balance sheets, the Interim Financial Statementsnotes thereto, to normal and recurring year-end adjustments and which is not accrued or reserved against in the absence of notes Latest Balance Sheet, or other than liabilities or obligations (i) otherwise specifically disclosed in this Agreement or in the Disclosure Schedules hereto or (ii) that will are not, individually or in the aggregate, be material. The balance sheet of Seller as of March 31, 2024 (material to the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance SheetCorporation.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken as

Financial Statements; No Undisclosed Liabilities. (aa. Section 4.5(a) Schedule 2.5(a) to of the Disclosure Memorandum sets forth Schedules contains the following financial statements (i) the “Financial Statements”): i. the unaudited consolidated balance sheets sheet of the Company Group as of December 31, 2020 and statements as of the end of each month in such annual period, and the related unaudited consolidated operating statement and statement of cash flows for the annual period then ended and for each month in such annual period; and ii. the unaudited consolidated balance sheet of the Company as of February 28, 2021 (the “Stub Period Balance Sheet”) and as of the end of each other month in the two-month period then ended, and the related unaudited consolidated operating statement and statement of cash flows for the two-month period then ended and for each earlier month in such period (the “Interim Financial Statements”). b. Each of the foregoing Financial Statements is accurate and complete in all material respects and presents fairly in all material respects the financial condition, results of operations and cash flows of Seller at the Company Group (taken as a whole) throughout the periods covered thereby and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been prepared in conformity accordance with GAAP on a basis consistent with prior accounting consistently applied throughout the periods (indicated, except as may be indicated in the notes theretothereto and subject to the absence of notes and normal year-end adjustments (none of which would be inconsistent with past practice, or individually or in the aggregate, material). c. There are no liabilities, and debts, claims or obligations of any nature of the Company Group, whether known, unknown, accrued, absolute, direct or indirect, contingent, determined, determinable or otherwise, whether due or to become due (“Liabilities”) except (i) Liabilities disclosed in Section 4.5(c) of the Disclosure Schedules, (ii) Liabilities reserved or reflected against in the Financial Statements, (iii) fairly present in all material respects Liabilities incurred since the financial position, results of operations, and changes in financial position of Seller as of the dates and for the periods indicated, except as otherwise noted therein and subject, in the case date of the Interim Financial Statements, to normal and recurring year-end adjustments and Statements in the absence ordinary course of notes business consistent with past practice that will notwould not reasonably be expected, individually or in the aggregate, to be material. The balance sheet material to the Company Group, taken as a whole, and which are of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to same character and nature as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in set forth on the Seller Stub Period Balance Sheet, except Excluded (iv) Liabilities incurred since as a result of the Seller Balance Sheet Date transactions contemplated by this Agreement or any other agreement contemplated hereby or (v) Liabilities arising under the executory portion of any contract disclosed in the Ordinary Course Schedules (other than Liabilities for, or arising out of, breach of contract, breach of warranty, tort, infringement, violation of law, claim or lawsuit). d. The Company Group maintains accurate books and records reflecting its assets and liabilities and maintains internal accounting controls that would notprovide reasonable assurance that (i) transactions are executed with management’s authorization, individually or (ii) transactions are recorded as necessary to permit preparation of the Company Group’s consolidated financial statements and to maintain accountability for its assets, (iii) access to its assets is permitted only in accordance with management’s authorization and (iv) the aggregatereporting of its assets is compared with existing assets at regular intervals. e. Except as set forth on Section 4.5(e) of the Disclosure Schedules, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken asno any member of the Company Group has any Indebtedness.

Financial Statements; No Undisclosed Liabilities. The Company’s fiscal year ends on June 30 of each year. The Company has provided Buyer with copies of those reviewed, audited and unaudited Financial Statements listed on Schedule 6.6. The Company will provide additional financial information as soon as available, but no later than fifteen (a15) Schedule 2.5(a) to days after the Disclosure Memorandum sets forth (i) end of each month through the unaudited Closing Date. Each balance sheets and statements sheet of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022Company, and 2023 the notes thereto, contained in the Financial Statements fairly presents all of the assets and liabilities (whether accrued, absolute, contingent or otherwise) of the “Annual Financial Statements”) Company and (ii) an unaudited the financial position of the Company as at the date of such balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have has been prepared in conformity accordance with GAAP on a basis consistent with prior generally accepted accounting periods principles consistently applied (except as may be indicated otherwise provided in the notes thereto or in Schedule 6.6 hereto). Each statement of income, statement of cash flows, operating statement and statement of changes in shareholders’ equity, and the notes thereto, contained in the Financial Statements fairly presents the sales, earnings and results of operations of the Company for the period ending on the date of such statement and has been prepared in accordance with generally accepted accounting principles consistently applied (except as otherwise provided in the notes thereto), and (iii) fairly present in all material respects ; provided that the unaudited financial position, results of operations, and changes in financial position of Seller as of the dates and statements for the interim periods indicatedafter June 30, except as otherwise noted therein 2005, do not have notes thereto and subjectare subject to changes resulting from normal, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will notwhich, individually alone or in the aggregate, be materialshall not have a material adverse effect on the Company’s operations, assets, properties, condition (financial or otherwise), results or prospects. The balance sheet of Seller Except as set forth on Schedule 6.6, there are, and as of March 31the Closing Date there shall be, 2024 no existing, material undisclosed liabilities or obligations of the Company of any nature (the “Seller Balance Sheet Date”absolute, accrued, contingent or otherwise) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, against in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken asFinancial Statements.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The ------------------------------------------------- Company has delivered to the Disclosure Memorandum sets forth (i) the unaudited AEA balance sheets of the Company dated as of December 31, 1995 and September 30, 1996 and statements of operations income and cash flows flow of Seller at the Company for the year ending December 31, 1995 and for the three fiscal years ended December 31nine months ending September 30, 20211996 (such financial statements are herein referred to as the "Financial Statements"). Except as set forth on Schedule 3.8, 2022the Financial -------------------- Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") and present fairly, in all material respects, the financial ---- position of the Company as of their respective dates, and 2023 the results of its operations and its cash flows for each of the periods indicated therein. All customer accounts receivable of the Company and the Subsidiaries, whether reflected on the most recent balance sheet contained in the Financial Statements (the “Annual Financial Statements”"Balance Sheet") or subsequently created, have arisen from bona fide ------------- transactions in the ordinary course of business. To the knowledge of the Company, all such customer accounts receivable are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Balance Sheet. (iib) an unaudited balance sheet The Company and statements the Subsidiaries have no liabilities or obligations of operations and cash flows of Seller at and for any kind (whether absolute, accrued, contingent, determined, determinable or otherwise), except to the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements extent such liabilities or obligations (i) are accurate and complete except in di minimis respects, and prepared based fully reflected as liabilities or reserved for on the books and records of SellerBalance Sheet, (ii) have been prepared are expressly disclosed in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto)any Schedule hereto, and (iii) fairly present in all material respects are liabilities or obligations incurred since the financial position, results of operations, and changes in financial position of Seller as date of the dates and for the periods indicated, except as otherwise noted therein and subject, Balance Sheet in the case ordinary course of business consistent with past practice and not in violation of any of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence terms of notes that will notthis Agreement or (iv) do not exceed, individually or in the aggregate, be material. The balance sheet of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet$200,000.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken as

Financial Statements; No Undisclosed Liabilities. (a) Section 4.06(a) of the Company Disclosure Schedule 2.5(a) to the Disclosure Memorandum sets forth contains copies of (i) the unaudited consolidated balance sheets of the Company and its Subsidiaries as of the end of the last three fiscal years and the related statements of operations operations, changes in shareholders’ equity and cash flows of Seller at and for the three fiscal years ended December 31then ended, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an the unaudited consolidated balance sheet of the Company and statements its Subsidiaries as of operations and cash flows of Seller at and for the three-last full month period ended March 31, 2024 prior to the date hereof (the “Interim Financial Statements” and collectively with the Annual Financial Statementscollectively, the “Company Financial Statements”). The Company Financial Statements (iA) are accurate and complete except have been prepared in di minimis respectsaccordance with GAAP applied on a consistent basis for the respective periods referred to in the Company Financial Statements, and prepared based on (B) have been derived from the books and records of Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto), Company and its Subsidiaries and (iiiC) fairly present fairly, in all material respects respects, the financial position, position and results of operations, operations of the Company and changes in financial position of Seller its Subsidiaries as of the respective dates and for the respective periods indicatedreferred to in the Company Financial Statements. (b) The Company and its Subsidiaries have no Liabilities, other than Liabilities (i) that are reflected or reserved against in the Company Financial Statements or (ii) incurred since December 31, 2020, in the ordinary course of business and consistent with past practices. None of the Company or its Subsidiaries has ever effected or otherwise been involved in any “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K under the Securities Exchange Act of 1934, as amended). Without limiting the generality of the foregoing, except as otherwise noted therein and subjectset forth on Section 4.06(b) of the Company Disclosure Schedule, none of the Company or its Subsidiaries has ever guaranteed any debt or other obligation of any other Person. (c) All of the Receivables, are (i) valid obligations owed to the Company or its Subsidiaries arising from sales actually made or services actually performed by the Company or its Subsidiaries in the case ordinary course of business consistent with past practices of the Interim Company or its Subsidiaries, as the case may be, and (ii) are fully collectible and not disputed or subject to any counterclaim or right of setoff other than in the ordinary course of business consistent with past practices of the Company and its Subsidiaries. There is no default or delinquency in any payment of the Receivables that has not been reserved against in the Company Financial StatementsStatements (which reserves are adequate and consistent with past practices of the Company and its Subsidiaries). (d) Section 4.06(d) of the Company Disclosure Schedule sets forth a true, to normal correct, and recurring year-end adjustments complete list of the Indebtedness of the Company and its Subsidiaries and the absence corresponding holders of notes that will not, individually or in such Indebtedness and a reasonably detailed description of any amounts owed by the aggregate, be material. The balance sheet of Seller as of March 31, 2024 Company to the IRS (the “Seller Balance Sheet DateTax Obligation”) is herein referred ), including the amount of the Tax Obligation. The Owner has delivered to as the “Seller Balance SheetPurchaser copies of all Contracts and material correspondence related to the Tax Obligation.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken as

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Company has delivered to Buyer true and complete copies of the Disclosure Memorandum sets forth (i) audited balance sheet of the unaudited balance sheets Company and the Subsidiaries as at December 31, 1999, 1998 and 1997, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows of Seller at and for the three fiscal years ended December 31, 20211999, 2022, 1998 and 2023 (1997 including the “Annual Financial Statements”) related notes and schedules thereto and (ii) an unaudited balance sheet sheets of the Company and the Subsidiaries and the statements of income, changes in stockholders' equity and cash flows as at the end of and for each fiscal quarter ended since December 31, 1999 including the related notes and schedules thereto, all certified by the chief financial officer of the Company (collectively, the "FINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes), and fairly presents the financial position, results of operations and cash flows of Seller the Company as at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto), and (iii) fairly present in all material respects the financial position, results of operations, and changes in financial position of Seller as of the dates and for the periods indicated. For purposes hereof, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The audited balance sheet of Seller the Company as of March at December 31, 2024 (the “Seller Balance Sheet Date”) 1999 is herein hereinafter referred to as the “Seller Balance Sheet.” Seller "BALANCE SHEET" and December 31, 1999 is hereinafter referred to as the "BALANCE SHEET DATE". The Company has no material Liabilities that are indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due), which was not fully reflected in, reserved against or reserved against, as prescribed by GAAP, otherwise described in the Seller Balance Sheet, except Excluded Liabilities Sheet or the notes thereto or incurred in the ordinary course of business consistent with the Company's past practices since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken asDate.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 2.5(a3.06(a) to the Disclosure Memorandum sets forth are complete and correct copies of: (i) the unaudited consolidated balance sheets sheet as of June 30, 2019 (the “Latest Balance Sheet”) and statements the related statement of operations income and cash flows of Seller at and for the three fiscal years ten-month period then ended December 31, 2021, 2022, of the Company and 2023 its Subsidiaries (the “Annual Unaudited Financial Statements”) ), and (ii) an unaudited the audited consolidated balance sheet as of, and the related statements of operations income and cash flows of Seller at and for the three-month period ended March fiscal years ended, August 31, 2024 2017 and August 31, 2018 of the Company and its Subsidiaries (the “Interim Audited Financial Statements” and collectively with the Annual Unaudited Financial Statements, the “Financial Statements”). The Except as set forth on Schedule 3.06(a), the Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been prepared prepared, in each case, in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto)consistently applied, and (iii) present fairly present in all material respects respects, in accordance with GAAP consistently applied, the consolidated financial position, condition and results of operationsoperations of the Company and its Subsidiaries, and changes in financial position of Seller as applicable, as of the dates and for the periods indicated, except as otherwise noted referred to therein and subject, in the case of the Interim Financial Statementsunaudited financial statements, to (y) the absence of footnote disclosures and other presentation items and (z) changes resulting from normal and recurring year-end adjustments (which are expected to be consistent with past practice and not material in nature or amount). The Company maintains a system of internal accounting controls sufficient for a business of the absence type conducted by the Company, including to provide reasonable assurance that (1) transactions are executed in accordance with management’s general or specific authorizations and (2) transactions are recorded as necessary to permit preparation of financial statements by the Company in conformity with GAAP. The Company has never identified any fraud by any management or other employees who have a significant role in internal controls and, to the Company’s knowledge, no such Fraud has been alleged. (b) Except as set forth on Schedule 3.06(b), the Company and its Subsidiaries do not have any Liabilities, except (i) Liabilities accrued on or reserved against in the Latest Balance Sheet or disclosed in the notes that will not, individually thereto or in the aggregatenotes to the other Financial Statements, be material. The balance sheet (ii) Liabilities that have arisen since the date of Seller as of March 31, 2024 (the “Seller Latest Balance Sheet Date”in the ordinary course of business, (iii) Liabilities arising in connection with the Transactions, (iv) Liabilities to be included in the computation of Closing Indebtedness or Transaction Expenses, (v) Liabilities to be included in the computation of Closing Net Working Capital, (vi) Liabilities disclosed in another section of the Disclosure Schedules, and (vii) Liabilities which would not have a Material Adverse Effect. This representation will not be deemed breached as a result of a change in applicable Law, the Code or GAAP after the Closing. (c) Except as set forth on Schedule 3.06(c), all accounts receivable of the Company and its Subsidiaries that are reflected on the Latest Balance Sheet represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. All reserves for the collection of such accounts receivable were calculated in accordance with GAAP consistently applied. To the Company’s knowledge, there is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected contest, claim or reserved againstright of set-off, as prescribed by GAAP, other than returns in the Seller Balance Sheetordinary course of business, relating to the amount or validity of any such account receivable. (d) All inventory of the Company and its Subsidiaries consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except Excluded Liabilities incurred since for obsolete, damaged or defective items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Seller Balance Sheet Date Company free and clear of all liens (other than Permitted Liens), and no inventory is held on a consignment basis. (e) The Company is a holding company and does not directly engage in any of the business activities conducted by the Company or its Subsidiaries and, except as set forth on Schedule 3.06(e) does not directly own any assets or properties used by the Company or any of its Subsidiaries in the Ordinary Course that would notconduct of their respective businesses. Except for liabilities and obligations incurred in connection with its formation, individually organization and capitalization, Sellers have not incurred any Liabilities or engaged in the aggregateany business activities of any type or kind, reasonably be expected other than activities ancillary to be materially adverse to Seller and its Subsidiaries, taken asor contemplated by this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to Section 7.6 of the Disclosure Memorandum Schedule sets forth true and complete copies of (i) audited balance sheet of the unaudited balance sheets Company as at December 31, 2007, and statements the related audited income statement and statement of operations and changes in cash flows of Seller at and the Company for its fiscal year then ended, together with the three fiscal years ended December 31reports thereon of the external auditors of the Company, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet of the Company as at July 31, 2008 and statements the related unaudited income statement and statement of operations and changes in cash flows of Seller at and the Company for the three-month period seven months then ended March 31, 2024 (the “Interim Financial Statements” and all such financial statements being collectively with the Annual Financial Statements, referred to herein as the “Financial Statements”). The Financial Statements (ia) are accurate and complete except in di minimis respects, and prepared based on accordance with the books and records of Sellerthe Company, (iib) are true, correct and complete in all material respects and present fairly the financial condition of the Company at the date or dates therein indicated and the results of operations for the period or periods therein specified, and (c) have been prepared in conformity accordance with GAAP generally accepted accounting principles of Korea (“GAAP”) applied on a basis consistent with prior accounting periods basis. Specifically, but not by way of limitation, the Company does not have any debts, liabilities and obligations of any nature, whether due or to become due (including, without limitation, absolute liabilities, accrued liabilities, and contingent liabilities) except as may be indicated in reflected on the notes thereto), and (iii) fairly present in all material respects the financial position, results of operations, and changes in financial position of Seller as of the dates and for the periods indicated, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The balance sheet of Seller as of March July 31, 2024 (the “Seller 2008 Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities or that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date have arisen in the Ordinary Course that would notof Business of the Company since July 31, individually 2008. The Company has good and marketable title to all assets set forth on the balance sheets of the Financial Statements, except for such assets as have been spent, sold or transferred in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken asordinary course of business since their respective dates.

Financial Statements; No Undisclosed Liabilities. (a) Attached hereto as Schedule 2.5(a) to 3.4 are true and complete copies of the Disclosure Memorandum sets forth following financial statements (i) the unaudited balance sheets and statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statementssuch financial statements, the “Financial Statements”). The ): (i) the audited consolidated balance sheets of the Company and its consolidated Subsidiaries as of July 29, 2007, August 3, 2008, and August 2, 2009, and the related audited consolidated statements of income, cash flows and stockholders’ equity for each fiscal year of the Company then ended and, with respect to the 2008 and 2009 financial statements, the reports of the Company’s independent auditors thereon; and (ii) the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of August 1, 2010 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of income and cash flows for the twelve-month period then ended. (b) Except as set forth on Schedule 3.4, the Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been prepared in conformity accordance with GAAP applied on a consistent basis consistent with prior accounting throughout the periods (covered thereby, except as may be indicated in the notes thereto), and (iii) fairly present in all material respects the financial position, results of operations, and changes in financial position of Seller as of the dates and for the periods indicated, except as otherwise noted therein thereto and subject, in the case of the Interim unaudited Financial Statements, to the absence of footnotes and normal and recurring year-end adjustments and (ii) fairly present, in all material respects, the consolidated financial position of the Group Companies as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited Financial Statements, to the absence of notes that will notfootnotes and normal year-end adjustments (so long as the effect of such adjustments, individually or in the aggregate, be are not material. )). (c) The balance sheet Group Companies have devised and maintained systems of Seller internal accounting controls with respect to the business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of March 31financial statements in conformity with GAAP. (d) No Group Company has any liabilities or obligations, 2024 whether known, unknown, absolute, accrued, contingent or otherwise and whether due or to become due, except (a) as set forth in Schedule 3.4(d), (b) liabilities and obligations disclosed or reserved against in the “Seller Latest Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, specifically disclosed in the Seller Balance Sheet, except Excluded Liabilities notes thereto and (c) liabilities and obligations that were incurred since after the Seller Balance Sheet Date in the Ordinary Course ordinary course of business consistent with past practice and (d) liabilities and obligations that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiariesthe Group Companies, taken asas a whole.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Company has delivered to the Disclosure Memorandum sets forth Buyer true and complete copies of (i) the unaudited balance sheets and statements Financial Statements with respect to the Business as of operations and cash flows of Seller at and for the three fiscal years ended December 31, 20212015, 2022, 2016 and 2023 2017 (the “Annual Financial Statements”) and ), (ii) an any management letters relating to the Annual Financial Statements received by the Company or any Existing Member from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such Annual Financial Statements (collectively, the “Management Letters”), and (iii) monthly interim unaudited balance sheet Financial Statements as of and statements for the period (the “Interim Period”) ended April 30, 2018 (the “Balance Sheet Date”) and as of and for each month ended during the Interim Period (together with the Annual Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto, if any) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby (except for the omission of footnotes and subject to year-end adjustments). All of the Company Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of Seller at and the Business for the threedates or periods indicated thereon applied on a consistent basis throughout the periods indicated (except for the absence of the footnotes and year-month period ended March 31, 2024 end adjustments). (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements b) Except for (i) are accurate and complete except in di minimis respects, and prepared based the liabilities reflected on the books and records Company’s balance sheet as of Sellerthe Balance Sheet Date included with the Company Financial Statements, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto), trade payables and (iii) fairly present in all material respects the financial position, results of operations, and changes in financial position of Seller as of the dates and for the periods indicated, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The balance sheet of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities accrued expenses incurred since the Seller Balance Sheet Date in the Ordinary Course ordinary course of business, none of which are material, (iii) executory contract obligations under (x) Contracts listed in Schedule 3.13(a), and/or (y) Contracts not required to be listed in Schedule 3.13(a) and (iv) the liabilities set forth in Schedule 3.8(b) hereto, the Company does not have any liabilities or obligations (whether accrued, absolute, contingent, known, unknown or otherwise, or required to be reflected or reserved against in a balance sheet) including, but not limited to, liabilities for violation of Legal Requirements, breach of Contract or tort that would not, individually or be required by GAAP to be reflected in the aggregateBalance Sheet. Without limiting the generality of the foregoing, since January 1, 2016, the Company and the Existing Members have not received any written notice with respect to (i) claims existing or to the Knowledge of the Company, threatened under or pursuant to any warranty, whether express or implied, on the Products or Services, (ii) claims existing as a result of the sale of any Product or performance of any Service or based on the nature of the Products or Services, or (iii) claims in tort related to the negligence of the Company and the Acquired Subsidiaries or any employees, representatives or agents thereof. (c) Since January 1, 2016, there has not been, to the Knowledge of the Company, any fraud (whether or not material) that involved management or other employees who have or had a significant role in financial reporting. Except as set forth in the Company Financial Statements and the Management Letters, with respect to the periods covered thereby there have not been any significant deficiencies in the financial reporting of the Company which are or were reasonably be expected likely to be materially adverse and adversely affect the ability to Seller record, process, summarize and report financial information. (d) Except as otherwise set forth in Schedule 3.8(d) hereto, the accounts receivable reflected on the balance sheet as of the Balance Sheet Date included in the Company Financial Statements and all of the Company’s accounts receivable arising since the Balance Sheet Date arose from bona fide transactions in the ordinary course of business and the Company has fully rendered the Services. Except as otherwise set forth in Schedule 3.8(d) hereto, no such account has been assigned or pledged to any Person, and, except only to the extent fully reserved against as set forth in the balance sheet as of the Balance Sheet Date included in the Company Financial Statements, no defense or set-off to any such account has been asserted by the account obligor or, to the Knowledge of the Company, exists. For the avoidance of doubt, the foregoing representation does not constitute a guaranty of the collectability of any Accounts Receivable. (e) Except as provided under the provisions of the agreements described in Schedule 3.8(e) hereto, the Company has legal and beneficial ownership of its SubsidiariesProperties, taken asfree and clear of any and all Encumbrances.

Financial Statements; No Undisclosed Liabilities. (a) Set forth on Schedule 2.5(a3.7(a) to the Disclosure Memorandum sets forth are: (i) the unaudited audited consolidated balance sheets of the Company and Deluxe as of December 31, 2021 and 2022; (ii) the related audited consolidated statements of operations and cash flows of Seller at and operation for the three fiscal years ended December 31, 20212021 and 2022; (iii) the related audited consolidated statements of cash flows for the years ended December 31, 2021 and 2022, and 2023 ; (the “Annual Financial Statements”) and (iiiv) an unaudited balance sheet and statements of operations and cash flows of Seller at and the Company for the three-month period nine months ended March 31September 30, 2024 2023 (the “Interim Financial Statements” Balance Sheet”); and collectively with (v) the Annual Financial Statementsrelated unaudited statements of profit and loss and cash flows for the nine months ended September 30, 2023 (the foregoing financial statements, collectively, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and have been prepared based on from the books and records of Sellerthe Company in accordance with GAAP, consistently applied, (ii) have been prepared are correct in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto)all material respects, and (iii) fairly present fairly, in all material respects respects, changes in shareholders equity, the financial position, condition and results of operations, and changes in financial position operations of Seller the Company as of the respective dates thereof and for the respective periods indicatedcovered thereby, except as otherwise noted therein and subject, in the case of the Interim unaudited Financial Statements, to normal and recurring year-end adjustments and (the absence effect of notes that which will not, individually or in the aggregate, be material) and the absence of footnotes. The balance sheet books and records of Seller as the Company are correct, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of March 31the Company. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statements. (b) The Company does not have any Liabilities, 2024 except: (i) Liabilities reflected on, or reserved against in, the “Seller Financial Statements; (ii) Liabilities that have arisen since the date of the Interim Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course of Business, none of which is a Liability resulting from or arising out of any breach of contract, breach of warranty, tort, infringement, misappropriation, or violation of Law; and (iii) Liabilities set forth on Schedule 3.7(b). (c) The Company maintains internal accounting controls sufficient to provide reasonable assurances that would not(i) transactions are executed in accordance with management’s general or specific authorizations, individually (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has never been (x) any significant deficiency or material weakness in any system of internal accounting controls used by the Company, (y) any fraud or other wrongdoing that involves any of the management or other employees of the Company who have a role in the aggregatepreparation of financial statements or the internal accounting controls used by the Company, reasonably be expected to be materially adverse to Seller or (z) any claim or allegation regarding any of the foregoing. (d) Schedule 3.7(d) sets forth a correct list of all Indebtedness of the Company and its Subsidiaries, taken asidentifies for each item of Indebtedness the outstanding amount thereof as of the date of this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to of the Disclosure Memorandum Letter sets forth (i) the unaudited balance sheets and statements of operations income (loss) and cash flows of Seller the Company at and for the three (3) fiscal years ended December January 31, 20212018, 20222019, and 2023 2020 and accompanying notes (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller the Company at and for the three-four (4) month period ended March May 31, 2024 2020 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respectsaccurate, complete, and prepared based on consistent with the books and records of Sellerthe Company, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (periods, except as may be indicated in for the notes thereto)absence of footnotes, and (iii) fairly present present, in all material respects respects, the financial position, results of operations, and changes in financial position of Seller the Company as of the dates and for the periods indicated, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, solely to the type of normal and recurring year-period end adjustments and the absence adjustments, none of notes that will not, which individually or in the aggregate, aggregate are or will be materialmaterial in amount. The balance sheet of Seller the Company as of March May 31, 2024 2020 (the “Seller Company Balance Sheet Date”) is herein referred to as the “Seller Company Balance Sheet.” Seller ” (b) The Company has no material Liabilities that are not fully reflected of any nature other than (i) those set forth or reserved against, as prescribed by GAAP, adequately provided for in the Seller Company Balance Sheet, except Excluded Liabilities (ii) those incurred in the conduct of the Company’s business since the Seller Company Balance Sheet Date in the Ordinary Course that would notordinary course of business consistent with past practice and do not result from any breach of Contract, individually warranty, infringement, tort or violation of Applicable Law, (iii) those incurred by the Company in connection with the execution of this Agreement and the Operative Documents, and (iv) those arising under Contracts (other than as a result of a default or breach thereof) in accordance with their terms and which are readily apparent from the actual text of the Contracts. Except for Liabilities reflected in the aggregateFinancial Statements, the Company has no off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. (c) The Company is not a guarantor, indemnitor, surety, or other obligor of any indebtedness of any other Person. The Company has delivered to Parent accurate and complete copies of all management letters received from accountants of the Company relating to the Company’s financial statements, accounting controls, and all related matters, if any. There has been no incidence of Fraud committed by any current or former Company Service Providers with respect to the preparation of the Financial Statements. (d) The Company maintains a system of internal accounting controls reasonably be expected designed to be materially adverse provide that: (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to Seller permit preparation of financial statements in conformity with applicable GAAP, except the absence of footnotes, and its Subsidiariesto maintain accountability for assets, taken as(iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is done in accordance with GAAP, and (v) the obligations of the Company are satisfied in a timely manner and as required under the terms of each Contract to which the Company is a party or by which the Company is bound. The Company has no unremedied significant deficiencies or material weaknesses (as such terms are defined under GAAP) in the design or operation of internal control over financial reporting. There are no significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data. There has been no change in the Company accounting policies since the Company’s inception, except as described in the Financial Statements. (e) The Company has not applied for or accepted either (i) any loan pursuant to the Paycheck Protection Program in Section 1102 and Section 1106 of the CARES Act, respectively, (ii) any funds pursuant to the Economic Injury Disaster Loan program or an advance on an Economic Injury Disaster Loan pursuant to Section 1110 of the CARES Act, or (iii) any loan or funds from similar Applicable Laws enacted by Governmental Bodies in any state, local, or foreign jurisdictions in response to COVID-19.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(aSection 3.06(a) to of the Company Disclosure Memorandum Letter sets forth (i) true and complete copies of the unaudited balance sheets and statements of operations and cash flows the Company as of Seller at and for the three fiscal years ended December 31June 30, 2021, 2022, and 2023 2013 (the “Annual Financial StatementsBalance Sheet”) ), and (ii) an unaudited balance sheet and statements the related statement of operations and cash flows of Seller at and income for the threetwelve-month period then ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial StatementsBalance Sheet, referred to as the “Financial Statements”). The Each of the Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto), and (iii) fairly present in all material respects the financial position, condition and the results of operations, and changes in financial position operations of Seller the Company as of the respective dates of, and for the periods indicatedreferred to in, except the Financial Statements and (ii) has been prepared in accordance with GAAP, applied on a consistent basis during the periods involved, other than as otherwise noted therein and subjectdescribed in the notes thereto. The Financial Statements have been prepared, in all material respects, in accordance with the case books and records of the Interim Company. (b) The Company maintains accurate, in all material respects, books and records which reflects the Company’s assets and liabilities. To the knowledge of the Company, no affiliate, accountant or Representative of the Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion, claim, weakness or deficiency, whether written or oral, regarding the accounting practices, procedures, methodologies or methods of the Company, taken as a whole, or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting practices. (c) Except as set forth on Section 3.06(c) of the Company Disclosure Letter, there is no outstanding Indebtedness of the Company. There are no off balance sheet arrangements to which the Company is a party or otherwise involving the Company. (d) Except (a) as set forth in the Financial Statements, to normal (b) as set forth on Section 3.06(d) of the Company Disclosure Letter, (c) for Liabilities incurred in the ordinary course of business and recurring year-end adjustments and consistent with past practice since June 30, 2013, (d) for Liabilities under an executor portion of a Contract that have not yet been performed, (e) for Liabilities incurred in connection with the absence of notes that will nottransactions contemplated hereby or (g) Liabilities that, individually or in the aggregate, be material. The balance sheet of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are have not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that had and would not, individually or in the aggregate, not reasonably be expected to be materially adverse material to Seller and its Subsidiariesthe Company, taken asthe Company does not have any Liabilities of any nature (whether accrued, absolute, contingent or otherwise).

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer true and complete copies of the Company's consolidated Financial Statements as of and for the years ended December 31, 2010, 2011 and 2012 (collectively the “Company Financial Statements"), and said Company Financial Statements are attached hereto as Schedule 2.5(a3.8(a). Except as set forth in Schedule 3.8(a) to hereto, such Company Financial Statements present fairly in all material respects the Disclosure Memorandum sets forth (i) the unaudited balance sheets and statements Company's consolidated financial condition, results of operations and cash flows of Seller at and for the three fiscal years ended dates or periods indicated thereon in accordance with GAAP applied in all material respects on a consistent basis throughout the periods indicated. (b) Except for (i) the liabilities reflected on the Company's December 31, 2021, 2022, and 2023 (2012 balance sheet included with the “Annual Company Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated Funded Indebtedness, trade payables, accrued expenses and other liabilities incurred by the Entities since December 31, 2012 in the notes theretoordinary course of business (it being agreed that liabilities resulting from any breach of Contract or violation of Legal Requirements shall in no event be deemed incurred in the ordinary course of business), (iii) executory contract obligations under (x) Contracts listed in Schedule 3.13(a) hereto, and/or (y) Contracts not required to be listed in Schedule 3.13(a) hereto, and (iiiiv) fairly present the liabilities of the Entities set forth in all Schedule 3.8(b) hereto, the Entities do not have any material respects the financial positionliabilities or obligations (whether accrued, results of operationsabsolute, contingent, known, unknown, asserted or unasserted, determined, determinable or otherwise, and changes in financial position whether or not of Seller as of the dates and for the periods indicated, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, a nature required to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The balance sheet of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by against in a balance sheet in accordance with GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken as).

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Company has delivered to the Disclosure Memorandum sets forth Purchaser true, correct and complete copies of the audited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2023 (i) the unaudited balance sheets “Balance Sheet Date”), 2022 and 2021 and the audited consolidated statements of operations and operations, comprehensive income, cash flows of Seller at and changes in equity for the three fiscal financial years ended December 31, 20212023, 2022, 2022 and 2023 2021 (the “Annual Audited Financial Statements”) ). When delivered to the Purchaser, the copies of the unaudited consolidated balance sheets of the Company and (ii) an unaudited balance sheet and statements the Company Subsidiaries as of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 and June 30, 2024, and the related unaudited consolidated statements of operations, comprehensive income and cash flows for each of the periods then ended (the “Interim Financial Statements” and collectively and, together with the Annual Audited Financial Statements, the “Financial Statements”). ) so delivered shall be true, correct and complete copies thereof. (b) The Financial Statements (i) are accurate and complete except in di minimis respectshave been or, and prepared based on with respect to the Interim Financial Statements, will be, derived from the books and records of Sellerthe Company and the Company Subsidiaries, (ii) have been were or, with respect to the Interim Financial Statements, will be, prepared in conformity accordance with GAAP IFRS applied on a consistent basis throughout the periods covered thereby and consistent with prior accounting periods (each other, except as may be indicated in the notes thereto)otherwise noted therein, and (iii) fairly present in all material respects the financial positionor, results of operations, and changes in financial position of Seller as of the dates and for the periods indicated, except as otherwise noted therein and subject, in the case of with respect to the Interim Financial Statements, will present, fairly, in all material respects, the consolidated financial position and results of operations of the Company and the Company Subsidiaries, as of the respective dates thereof or the periods then ended, in each case except as may be noted therein and, with respect to normal and recurring year-end adjustments and the Interim Financial Statements, subject to the absence of notes and normal year end adjustments (which if presented would not differ materially from those presented in the Audited Financial Statements). (c) Except as set forth in Section 4.07(c) of the Company Disclosure Letter and except (i) as set forth or specifically reflected or adequately reserved against in accordance with applicable accounting standards in the Audited Financial Statements, (ii) for Liabilities incurred by the Company and the Company Subsidiaries in the Ordinary Course of Business since the Balance Sheet Date (none of which is a liability resulting from a breach of contract, claim, breach of warranty, tort, infringement or misappropriation environmental matters, or that will notrelates to any cause of action claim or lawsuit), (iii) for Liabilities that would not reasonably be expected, individually or in the aggregate, to be material. The balance sheet material to the Company and the Company Subsidiaries, taken as a whole, (iv) for Transaction Expenses, and (v) for Liabilities incurred at the prior written consent of Seller as Purchaser in connection with this Agreement, neither the Company nor any of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller Company Subsidiaries has no material any Liabilities that are not fully would be required to be reflected or reserved againstagainst on a balance sheet prepared in accordance with IFRS. (d) The Company and the Company Subsidiaries maintain a system of internal accounting controls and procedures that are sufficient to provide reasonable assurance that (i) material transactions of the Company and the Company Subsidiaries are executed only with management’s authorization, (ii) transactions are recorded as prescribed necessary to permit preparation of financial statements in accordance with IFRS and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded amounts for assets are compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Company Subsidiaries have not identified or been notified of any internal or external allegations that any of Company and the Company Subsidiaries or any of the officers or accounting managers thereof have engaged in fraud, whether or not material, that occurred during any period covered by GAAPthe Financial Statements, in including without limitation any fraudulent accounting practices relating to the Seller Balance Sheet, except Excluded Liabilities incurred since Company and the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Company Subsidiaries, taken as.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(aSection 2.8(a) to of the Disclosure Memorandum Schedule sets forth (i) true and complete copies of the unaudited balance sheets and related statements of operations operations, retained earnings and cash flows of Seller at and for the three fiscal years Company and the Subsidiary for the year ended December 31, 2021, 2022, and 2023 2003 (the “Annual Financial Statements”) and (ii) an unaudited the balance sheet sheets and related statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 2004 (the “Interim Financial Statements” and collectively and, together with the Annual Financial Statements, the “Financial Statements”). The December 31, 2003 balance sheet is referred to herein as the “2003 Balance Sheet.” (b) Each of the Financial Statements (i) are accurate and complete except in di minimis respects, and has been prepared based on the books and records of Sellerthe Company and the Subsidiary, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto)applicable, without audit and (iii) fairly present in all material respects the financial positionwithout examination by an independent accountant, results of operations, and changes in financial position of Seller as of the dates and for the periods indicated, except as otherwise noted therein and subject, subject in the case of the Interim Financial StatementsStatements to normal, to normal and recurring year-end adjustments and the absence of notes that (which will not, individually or in the aggregate, be material), and the Company’s normal accounting practices, consistent with past practice and with each other, and present fairly the financial condition, results of operations and statements of cash flow of the Company and the Subsidiary as of the dates or for the periods indicated. No financial statements of any Person other than the Company and the Subsidiary are required by GAAP to be included in the Financial Statements. The balance sheet Financial Statements do not contain any material items of Seller a special or nonrecurring nature, except as expressly stated therein. (c) There are no Liabilities of March 31, 2024 the Company and the Subsidiary other than: (i) Liabilities accrued on the “Seller Balance Sheet Date”) is herein referred to as the “Seller 2003 Balance Sheet.” Seller has no material ; (ii) Liabilities that are not fully reflected or reserved against, specifically disclosed and identified as prescribed by GAAP, such in the Seller Balance Sheet, except Excluded schedules of this Agreement; and (iii) Liabilities incurred since the Seller date of the 2003 Balance Sheet Date that have been incurred in the Ordinary Course ordinary course of business of the Company and the Subsidiary and that would do not, and will not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller have a Material Adverse Effect on the Company and its Subsidiaries, taken asthe Subsidiary.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to True and complete copies of the Disclosure Memorandum sets forth (i) audited consolidated balance sheet of the unaudited balance sheets Company and its Subsidiaries as at February 24, 2013, and the related audited consolidated statements of operations income, retained earnings, shareholders’ equity and cash flows changes in financial position of Seller at the Company and for its Subsidiaries, together with all related notes and schedules thereto, accompanied by the three fiscal years ended December 31, 2021, 2022, and 2023 reports thereon of the Company’s independent auditors (collectively referred to as the “Annual Financial Statements”) and (ii) an the unaudited consolidated balance sheet of the Company and its Subsidiaries as at November 24, 2013 (the “Balance Sheet”), and the related consolidated statements of operations income, retained earnings, shareholders’ equity and cash flows changes in financial position of Seller at the Company and for the three-month period ended March 31its Subsidiaries, 2024 together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”), are attached hereto as Section 3.6(a) of the Disclosure Schedules. The Each of the Financial Statements and the Interim Financial Statements (i) are accurate and complete except in di minimis respects, and has been prepared based on the books and records of Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods the Company and its Subsidiaries (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the financial position, results of operations, and changes in consolidated financial position of Seller as the Company and its Subsidiaries at the respective dates thereof and the results of the dates their operations and cash flows for the periods indicated, except as otherwise noted therein and subject, . There are no unconsolidated Subsidiaries of the Company or off-balance sheet arrangements that have not been so described in the case Financial Statements and Interim Financial Statements as applicable. (b) There are no material debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, mature or unmatured or determined or determinable, of the Company or any of its Subsidiaries of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Interim Financial StatementsStatements or the notes thereto, (ii) incurred since the date of the Balance Sheet in the ordinary course of business of the Company and its Subsidiaries or (iii) incurred in connection with the transactions contemplated by this Agreement or the financing thereof. (c) Section 3.6(c) of the Disclosure Schedules sets forth, as of the date hereof, all Indebtedness of the Company and, as of the anticipated Closing Date, a good faith estimate of all Indebtedness of the Company. The Company has previously delivered to normal and recurring year-end the Buyer a copy of each Contract with respect to each item set forth or required to be set forth on Section 3.6(c) of the Disclosure Schedules. (d) As of the date hereof, the Company’s independent auditors have not raised with the Company any material audit adjustments and in their audit of the absence of notes that will not, individually Financial Statements or in the aggregate, be material. The balance sheet preceding year’s audit of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance SheetCompany’s financial statements.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken as

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to True and complete copies of the Disclosure Memorandum sets forth (i) audited balance sheet of the unaudited balance sheets and statements Company as of operations and cash flows of Seller at and for the three fiscal years ended December 31, 20212016, 20222015 and 2014 and the related audited statements of income, retained earnings, members’ equity and 2023 changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the “Annual Financial Statements”) and (ii) an the unaudited balance sheet of the Company as at July 31, 2017 (the “Balance Sheet”), and the related monthly statements of operations income and cash flows of Seller at the Company, together with all related notes and for the three-month period ended March 31, 2024 schedules thereto (collectively referred to as the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”), are attached hereto as Section 4.6(a) of the Disclosure Schedules. The Each of the Financial Statements and the Interim Financial Statements (i) are accurate and complete except have been prepared in di minimis respects, and prepared based on accordance with the books and records of Sellerthe Company, (ii) have been prepared in conformity accordance with GAAP applied on a consistent basis consistent with prior accounting throughout the periods indicated (except as may be indicated in the notes thereto), ) and (iii) fairly present present, in all material respects respects, the financial position, results of operations, operations and changes in financial position of Seller as cash flows of the Company as at the respective dates thereof and for the respective periods indicatedindicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The , and the absence of footnotes thereto. (b) There are no liabilities of or with respect to the Company that would be required by GAAP to be reserved, reflected or otherwise disclosed on a consolidated balance sheet of Seller as the Company, other than (a) liabilities reserved, reflected, or otherwise disclosed in the Balance Sheet, (b) liabilities incurred in the ordinary course of March business consistent with past practice since July 31, 2024 2017, (c) fees and expenses incurred in connection with the “Seller Balance Sheet Date”transactions contemplated by this Agreement and the Ancillary Agreements that will be classified as Transaction Expenses or (d) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in material to the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken asCompany.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to the Disclosure Memorandum sets forth (i) Conopco has furnished SM with the unaudited consolidated financial statements (balance sheets sheet, income statement and statement of cash flows) of Iluminage as of December 31, 2012 and the unaudited consolidated financial statements (balance sheet, income statement and statement of operations and cash flows flows) of Seller at Iluminage as of and for the three fiscal years ended December 31, 2021, 2022, and 2023 nine (the “Annual Financial Statements”9) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31September 30, 2024 2013, copies of which are attached hereto as Schedule 5.5 (together, the “Interim "Iluminage Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”"). The Iluminage Financial Statements (i) are accurate and complete except were prepared in di minimis respects, and prepared based on accordance with the books and records of Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto)Iluminage, and (iii) subject to matters resulting from audit procedures, fairly and accurately present in all material respects the financial positioncondition of Iluminage as of December 31, results 2012 and as of operationsSeptember 30, 2013, respectively. The books of account, ledgers, records and documents of Iluminage reflect in all material respects all information relating to the business of Iluminage, and changes the nature of all transactions giving rise to the obligations or accounts receivable of Iluminage. On the date hereof, and except as set forth in financial position the Iluminage Financial Statements or in Schedule 5.5, Iluminage does not have any liabilities, debts or obligations, whether accrued, absolute or contingent, it is not a guarantor of Seller any debt or obligation of another, nor has it except as set forth in the Certificate of Incorporation and By-laws of the dates Company, given any indemnification (other than in Ordinary Course commercial agreements), loan, security or otherwise agreed to become directly or contingently liable for any obligation of any person, and for the periods indicatedno person has given any guarantee of, except or security for, any obligation of Iluminage. Since January 1, 2013, and other than as otherwise noted therein and subject, set forth in Schedule 5.5 or reflected in the case of the Interim Iluminage Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or Iluminage has been operated in the aggregate, be material. The balance sheet ordinary and usual course of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller business and has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date entered into any transaction which was not in the Ordinary Course Course, and other than as set forth in Schedule 5.5 there has not been: 5.5.1. any Material Adverse Change in the assets, liabilities, condition (financial or otherwise) or business of Iluminage from that reflected in the Iluminage Financial Statements; 5.5.2. any waiver by Iluminage of a valuable right or of a debt owed to it; 5.5.3. any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation in excess of $25,000 by Iluminage, except in the Ordinary Course; 5.5.4. any change or amendment to a contract or arrangement by which Iluminage or any of its assets is bound or subject and that is material to the business of Iluminage; 5.5.5. any loans made by Iluminage to its employees, officers or directors, other than advances on travel expenses; 5.5.6. any material change in any compensation arrangement or agreement with any employee of Iluminage; 5.5.7. any sale, transfer or lease of, or mortgage or pledge or imposition or lien on, any of Iluminage's assets, other than in the Ordinary Course; 5.5.8. any change in the accounting methods or accounting principles or practices employed by Iluminage; 5.5.9. any other event or condition known to Iluminage and related to Iluminage that would not, individually have a Material Adverse Effect; or 5.5.10. any arrangement or commitment by Iluminage to do any of the things described in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken asthis Section 5.5.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a3.4(a) to the Disclosure Memorandum sets forth true, correct and complete copies of the following financial statements (i) the unaudited balance sheets and statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statementssuch financial statements, the “Financial Statements”): (i) the audited consolidated balance sheet of the Company as of December 31, 2018 and December 31, 2019 and the related audited statements of income, cash flows and stockholders’ equity for the fiscal years of the Company then ended (the “Latest Audited Financial Statements”); and (ii) the unaudited consolidated balance sheet of the Company as of September 30, 2020 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of income and cash flows for the nine-month period then ended. (b) Schedule 3.4(b) sets forth a complete and correct list of all Funded Indebtedness of the Group Companies as of the Latest Balance Sheet Date. Except as set forth on Schedule 3.4(b), no Funded Indebtedness of the Group Companies contains any restriction upon: (i) the prepayment of any such Funded Indebtedness; (ii) the incurrence of the Funded Indebtedness by the Group Companies; or (iii) the ability of the Group Companies to grant any Lien on its properties or assets. With respect to each item of Funded Indebtedness set forth on Schedule 3.4(b), none of the Group Companies is in default in any material respect and no payments are past due. None of the Group Companies has received any written notice of default, alleged failure to perform or any offset or counterclaim with respect to any item of Funded Indebtedness that has not been fully remedied or withdrawn. Except as set forth on Schedule 3.4(b), the consummation of the transactions contemplated hereby will not cause a default, breach or acceleration, automatic or otherwise, of any conditions, covenants, or any other terms of any item of Funded Indebtedness set forth on Schedule 3.4(b). The With respect to the Securitization Indebtedness, except as set forth on Schedule 3.4(b) or in connection with the Purchase Option (for which Sellers shall be responsible in accordance with Section 2.6(c)), no Event of Default, Special Servicing Period, Amortization Period or Cash Trap Condition (as those terms are defined in the indentures governing the Securitization Indebtedness) is (A) currently ongoing or (B) will be triggered by the transactions contemplated hereby. (c) Except as set forth on Schedule 3.4(c), the Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been prepared in conformity accordance with GAAP applied on a consistent basis consistent with prior accounting throughout the periods (covered thereby, except as may be indicated in the notes thereto), and (iii) fairly present in all material respects the financial position, results of operations, and changes in financial position of Seller as of the dates and for the periods indicated, except as otherwise noted therein thereto and subject, in the case of the Interim unaudited Financial Statements, to the absence of notes and normal and recurring year-end adjustments and (ii) fairly present, in all material respects, the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods therein referred to (subject, in the case of unaudited Financial Statements, to the absence of notes and normal year-end adjustments). (d) The Group Companies have a system of internal accounting controls designed to provide reasonable assurances that (i) all transactions are executed in accordance with management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit the accurate preparation of financial statements in accordance with GAAP, and (iii) accounts, notes and other receivables are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis in the Ordinary Course of Business. (e) All information (excluding forecasts, estimates, and projections) contained in the final version of the extract data tape (named Project LP_Data Tape_2020.10.15) uploaded to the VDR on October 15, 2020 was true, correct and complete in all material respects as of September 30, 2020; provided, that there is no guaranty that any Pending Acquisition set forth therein will notbe consummated. (f) Since January 1, 2019, none of the Group Companies or any of their respective representatives has received, in writing, any complaint, allegation, assertion or claim regarding (i) Fraud involving the Group Companies or (ii) the accounting, reserving or auditing practices, procedures, methodologies or methods used in connection with the Group Companies and their respective internal accounting controls. (g) Except as set forth on Schedule 3.4(b), no Group Company has any liabilities or obligations of any kind, other than liabilities and obligations which (i) are adequately reflected or reserved against in the Financial Statements, (ii) have been incurred in the Ordinary Course of Business after the Latest Balance Sheet Date, (iii) are Transaction Expenses, or (iv) are, individually or in the aggregate, be material. in excess of $1,000,000. (h) The balance sheet Group Companies did not apply for or receive any loan under the Coronavirus Aid, Relief, and Economic Security Act, including the Small Business Administration’s “Paycheck Protection Program” or under any of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as Main Street Loan Programs” established by the “Seller Balance SheetFederal Reserve.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken as

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to the Disclosure Memorandum sets forth (i) the unaudited The audited consolidated balance sheets of the Company as of October 31, 2019 and 2018, together with the related consolidated statements of operations income, stockholders’ equity and cash flows of Seller at and for the three fiscal years ended December October 31, 20212019 and 2018, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an the unaudited consolidated balance sheet and sheets of the Company as of April 30, 2020 (the “Balance Sheet Date”), together with the related unaudited interim consolidated statements of operations income, stockholders’ equity and cash flows of Seller at and for the three-month period six months then ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Annual Financial Statementscollectively, the “Seller Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been prepared in conformity accordance with GAAP applied on a consistent basis consistent with prior accounting throughout the periods involved (except as may be indicated in the notes thereto), ) and (iii) fairly present in all material respects the financial position, results of operations, and changes in consolidated financial position of Seller as the Company and its Subsidiaries and the Business at the respective dates thereof and the results of the dates their operations and cash flows for the periods indicated, except as otherwise noted therein and indicated (subject, in each case, to normal year-end adjustments). No financial statements of any Person other than Sellers, the case Acquired Entities and Shiloh Industries Italia S.R.L. are required by GAAP to be included in the consolidated financial statements of the Interim Company. (b) No Seller nor any of the Acquired Entities has any Liabilities in respect of the Business, except for Liabilities (i) reflected or reserved against in the Seller Financial Statements, to normal (ii) incurred in the Ordinary Course of Business since the Balance Sheet Date and recurring year-end adjustments and none of which is a Liability for violations of Law or for tort, infringement or breach of Contract or warranty, (iii) that are Excluded Liabilities, (iv) incurred in connection with the absence Transactions or arising from the commencement of notes that will notthe Bankruptcy Case, (v) arising from performance obligations under any Contract in accordance with its terms, or (vi) that, individually or in the aggregate, would not be materialmaterial to the Business, taken as a whole. The Without limiting the foregoing, there are no material off-balance sheet arrangements, within the meaning of Item 303 of Regulation S-K of the SEC to which any Seller as or Acquired Entity is a party or bound. (c) Sellers and the Acquired Entities maintain a system of March 31internal accounting controls, 2024 internal controls over financial reporting and disclosure controls and procedures adequate to ensure (i) that books, records and accounts accurately and fairly reflect, in reasonable detail, the “transactions and dispositions of any Seller’s or Acquired Entity’s assets, (ii) that the integrity of their financial statements is maintained and (iii) that access to assets is permitted only in accordance with management’s general or specific authorizations. No Seller Balance Sheet Date”or Acquired Entity or any independent auditor of any Seller or Acquired Entity has identified or been made aware of (A) is herein referred to as any significant deficiency or material weakness in the “internal accounting controls utilized by Sellers and the Acquired Entities, (B) any fraud, whether or not material, that involves any Seller’s or Acquired Entity’s management or any other current or former employee, consultant, contractor or director of any Seller Balance Sheetor Acquired Entity who has a role in the preparation of financial statements or the internal accounting controls utilized by Sellers and the Acquired Entities, or (C) any claim or allegation regarding any of the foregoing.” Seller has no (d) All books and records of the Mexican Acquired Entities have been prepared and maintained in accordance in all material Liabilities that are not fully reflected respects with Mexican FRS or reserved againstGAAP, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken asapplicable.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Company has delivered to Acquirer its audited consolidated financial statements for the Disclosure Memorandum sets forth fiscal years ended January 31, 2019, January 31, 2020 and January 31, 2021 and its unaudited consolidated financial statements for the eight-month period ended September 30, 2021 (i) the unaudited including, in each case, balance sheets and sheets, statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet loss and statements of operations cash flows, and cash flows statements of Seller at and for the three-month period ended March 31, 2024 stockholders’ equity) (the “Interim Financial Statements” and collectively with the Annual Financial Statementscollectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are accurate derived from and complete except in di minimis respects, and prepared based on accordance with the books and records of Sellerthe Company and the Subsidiaries, (ii) have been prepared in conformity complied as to form with GAAP on a basis consistent applicable accounting requirements with prior accounting periods (except respect thereto as may be indicated in the notes thereto)of their respective dates, and (iii) fairly and accurately present in all material respects the consolidated financial position, condition of the Company and the Subsidiaries at the dates therein indicated and the consolidated results of operations, operations and changes in financial position of Seller as cash flows of the dates Company and the Subsidiaries for the periods indicated, except as otherwise noted therein and specified (subject, in the case of the Interim Financial Statementsunaudited interim period financial statements, to normal and recurring year-end adjustments audit adjustments, none of which individually or in the aggregate will be material in amount) and (iv) were prepared in accordance with GAAP, except for the absence of notes that will notfootnotes, applied on a consistent basis throughout the periods involved. (b) Neither the Company nor any of the Subsidiaries has any Liabilities of any nature other than (i) those set forth or adequately provided for in the balance sheet included in the Financial Statements as of September 30, 2021 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s and the Subsidiaries’ business since the Company Balance Sheet Date in the ordinary course consistent with past practice and those that, individually or in the aggregate, be materialare not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law and (iii) those incurred by the Company and the Subsidiaries in connection with the execution of this Agreement or the Transactions. The Except for Liabilities reflected in the Financial Statements, neither the Company nor any of the Subsidiaries has any off-balance sheet Liability of Seller any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company and the Subsidiaries. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied and are adequate in all material respects. Without limiting the generality of the foregoing, neither the Company nor any of the Subsidiaries guarantee any debt or other obligation of any other Person. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth, as of March 31the Agreement Date, 2024 a true, correct and complete list of all Company Debt, including, for each item of Company Debt, the Contract governing the Company Debt and any prepayment penalties payable in connection with the repayment of such Company Debt at the Closing. (d) Schedule 2.4(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company and the Subsidiaries maintain accounts and the names of all Persons authorized to make withdrawals therefrom. (e) The accounts receivable of the Company (the “Seller Accounts Receivable”) as reflected on the Company Balance Sheet and as will be reflected in the Company Closing Financial Certificate arose in the ordinary course of business consistent with past practice and represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof (with respect to Accounts Receivable reflected on the Company Closing Financial Certificate, (x) within 60 days following the Closing Date with respect to Accounts Receivable that is more than 30 days past due as of the Closing Date and (y) within 90 days following the Closing Date for all other Accounts Receivable, in each case except for Accounts Receivable arising from transactions with the parties set forth on Schedule 2.4(e) of the Company Disclosure Letter, which Accounts Receivable shall be collected within 105 days following the Closing Date) less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet or in the Company Closing Financial Certificate, as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s and the Subsidiaries’ past practice and, are sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. None of the Accounts Receivable is subject to any claim of offset, recoupment, set-off or counter- claim and, to the knowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of Accounts Receivable is contingent upon the performance by the Company or the Subsidiaries of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance on any Accounts Receivable, and no agreement for deduction or discount has been made with respect to any such Accounts Receivable. (f) each of the Company and the Subsidiaries has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company and the Subsidiaries are being executed and made only in accordance with appropriate authorizations of management and the Board, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and the Subsidiaries and (iv) that the amount recorded for assets on the books and records of the Company and the Subsidiaries is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company, any of the Subsidiaries, the Company’s independent auditors and, to the knowledge of the Company, any current or former employee, consultant or director of the Company or any of the Subsidiaries, has identified or been made aware of any fraud, whether or not material, that involves Company’s management or other current or former employees, consultants or directors of the Company or any of the Subsidiaries who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company and the Subsidiaries, or any claim or allegation regarding any of the foregoing. None of the Company, any of the Subsidiaries and, to the knowledge of the Company, any Representative of the Company or any Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Subsidiaries or its internal accounting controls or any material inaccuracy in the Company’s or any Subsidiary’s financial statements. No attorney representing the Company or any of the Subsidiaries, whether or not employed by the Company or any of the Subsidiaries, has reported to the Board or any committee thereof (or any similar body of any of the Subsidiaries) or to any director or officer of the Company or any of the Subsidiaries evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any of the Subsidiaries or their Representatives. There are no significant deficiencies or material weaknesses in the design or operation of the Company’s or any of the Subsidiary’s internal controls that could adversely affect the Company’s or any of the Subsidiaries’ ability to record, process, summarize and report financial data. At the Company Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has , there were no material Liabilities loss contingencies (as such term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 450) that are not fully reflected or reserved against, as prescribed by GAAP, adequately provided for in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Company Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken asas required by such Topic 450.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a4.05(a) to the Disclosure Memorandum sets forth the following financial statements of the Company: the Company’s unaudited consolidated balance sheet as of December 31, 2016 (ithe “Latest Balance Sheet”) and the unaudited related statement of income for the twelve (12) month period then ended and the Company’s consolidated audited balance sheets and statements of operations operations, stockholders’ equity, and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, 2015 and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March December 31, 2024 2014 (the “Interim Financial Statements” and collectively with the Annual Financial Statementscollectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board endorsed by the European Union (i) are accurate and complete except in di minimis respects“IFRS”), consistently applied, and present fairly in all material respects the financial condition and results of operations of the Group Companies (taken as a whole) as of the times and for the periods referred to therein, subject in the case of the unaudited financial statements to the absence of footnote disclosures and other presentation items. (b) The Financial Statements have been prepared based on the basis of information derived from the books and records of Sellerthe Group Companies, which are maintained in the ordinary course of business and are reliable, complete and accurate. The Group Companies have established and maintain systems of internal accounting controls that are designed to provide reasonable assurances that all transactions are recorded as necessary to permit the preparation of proper and accurate financial statements in accordance with IFRS. None of the Group Companies or, to the knowledge of the Company, any auditor, accountant or representative thereof has received any material complaint, allegation or assertion of a problem or claim in writing or, to the knowledge of the Company, otherwise regarding the accounting or auditing practices, procedures, methodologies or methods of any of the Group Companies or their respective accounting controls, except as such complaint, allegation or assertion has been finally resolved. (c) The accounts receivable of the Group Companies, as set forth on the Financial Statements or arising since the date thereof, (i) have arisen solely out of bona fide sales and deliveries of materials, supplies, goods, services, equipment, assets and other business transactions in the ordinary course of business, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated billed or invoiced in the notes thereto), ordinary course of business in accordance with all applicable Law and (iii) fairly present in all material respects the financial positionare not subject to valid defenses, results of operationsset-offs or counterclaims, and changes in financial position of Seller as other than customary trade discounts. (d) The are no liabilities or obligations of the dates and for Group Companies of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, required to be set forth on the periods indicatedLatest Balance Sheet in accordance with IFRS, except as otherwise noted therein for liabilities or obligations (i) disclosed, set forth or reserved against on the face of the Latest Balance Sheet and subjectthe notes thereto, (ii) incurred in the case ordinary course of business since the date of the Interim Financial StatementsLatest Balance Sheet (but excluding liabilities arising out of a breach of, to normal or default under, any agreement, breach of warranty, tort or infringement claim or lawsuit) or (iii) incurred in entering into this Agreement and recurring year-end adjustments and the absence of notes that will not, individually or taken into account in the aggregate, be material. The calculation of the Final Purchase Price. (e) None of the Group Companies is a party to any material “off-balance sheet arrangements” (as defined in Item 303(a) of Seller as Regulation S-K of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance SheetUnited States Securities and Exchange Commission).” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken as

Financial Statements; No Undisclosed Liabilities. Absence of Changes. (a) Schedule 2.5(a) The Company has made available to Acquirer its audited, consolidated financial statements for each fiscal year subsequent to the Disclosure Memorandum sets forth Company’s inception date through December 31, 2013 and unaudited, consolidated financial statements for the fiscal year ending December 31, 2014 (i) the unaudited including, in each case, balance sheets and sheets, statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 flows) (the “Interim Financial Statements” and collectively with the Annual Financial Statementscollectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are accurate derived from and complete except in di minimis respects, and prepared based on accordance with the books and records of Sellerthe Company, (ii) have been prepared in conformity complied as to form with GAAP on a basis consistent applicable accounting requirements with prior accounting periods (except respect thereto as may be indicated in the notes thereto)of their respective dates, and (iii) fairly and accurately present in all material respects the consolidated financial position, condition of the Company at the dates therein indicated and the consolidated results of operations, operations and changes in financial position of Seller as cash flows of the dates and Company for the periods indicatedtherein specified, (iv) are true, correct and complete and (v) were prepared in accordance with the accounting principles defined in the French plan comptable general (règlement CRC 99-03) (the “Accounting Principles”), except as otherwise noted therein and subject, for the absence of footnotes in the case of the Interim unaudited Financial Statements, to normal and recurring year-end adjustments and applied on a consistent basis throughout the absence periods involved. (b) The Company has no Liabilities of notes any nature other than (i) those set forth or adequately provided for in the balance sheet included in the Financial Statements (the “Company Balance Sheet”) as of December 31, 2013 (the “Company Balance Sheet Date”), (ii) those incurred in the conduct of the Company’s business since the Company Balance Sheet Date in the ordinary course consistent with past practice that will notare of the type that ordinarily recur and, individually or in the aggregate, be materialare not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law and (iii) those incurred by the Company in connection with the execution of this Agreement. The Except for Liabilities reflected in the Financial Statements, the Company has no off-balance sheet Liability of Seller as any nature to, or any financial interest in, any third parties or entities, the purpose or effect of March 31which is to defer, 2024 postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with the Accounting Principles consistently applied and are adequate. Without limiting the generality of the foregoing, the Company has never guaranteed any debt or other obligation of any other Person. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Debt, including, for each item of Company Debt, the agreement governing the Company Debt and the interest rate, maturity date, any assets securing such Company Debt and any prepayment or other penalties payable in connection with the repayment of such Company Debt at the Closing. (d) Schedule 2.4(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) The accounts receivable of the Company (the “Seller Accounts Receivable”) as reflected on the Company Balance Sheet and as will be reflected in the Company Closing Financial Certificate arose in the ordinary course of business consistent with past practice and represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof within 120 days following the Agreement Date, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet or in the Company Closing Financial Certificate, as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with the Accounting Principles consistently applied and in accordance with the Company’s past practice and are sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. The Accounts Receivable arising after the Company Balance Sheet Date and before the Closing Date (i) arose or shall arise in the ordinary course of business consistent with past practice, (ii) represented or shall represent bona fide claims against debtors for sales and other charges and (iii) have been collected or are collectible in the book amounts thereof within 120 days following the Agreement Date, less allowances for doubtful accounts and warranty returns determined in accordance with the Accounting Principles consistently applied and the Company’s past practice that are or shall be sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. None of the Accounts Receivable is subject to any claim of offset, recoupment, set-off or counter-claim and, to the knowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of Accounts Receivable is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance on any Accounts Receivable, and no agreement for deduction or discount has been made with respect to any such Accounts Receivable. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Agreement Date, an aging of the Accounts Receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Agreement Date, such amounts of Accounts Receivable that are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims. (f) The Company has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company are being executed and made only in accordance with appropriate authorizations of management, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with the Accounting Principles and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and (iv) that the amount recorded for assets on the books and records of the Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company, the Company’s independent auditors and, to the knowledge of the Company, any current or former employee, consultant or officer of the Company, has identified or been made aware of any fraud, whether or not material, that involves Company’s management or other current or former employees, consultants directors of Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. None of the Company and, to the knowledge of the Company, any Representative of the Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls or any material inaccuracy in the Company’s financial statements. No attorney representing the Company, whether or not employed by the Company, has reported to any officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or its Representatives. There are no significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data. (g) Since the Company Balance Sheet Date”, (i) is herein referred to as the “Seller Balance Sheet.” Seller Company has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, conducted the Business only in the Seller Balance Sheetordinary course of business consistent with past practice, except Excluded Liabilities incurred since (ii) there has not occurred any event that is material and adverse with respect to the Seller Balance Sheet Date in Company and (iii) the Ordinary Course Company has not done, caused or permitted any action that would notconstitute a breach of Section 5.2 if such action were taken by the Company, individually or in without the aggregatewritten consent of Acquirer, reasonably be expected to be materially adverse to Seller between the Agreement Date and its Subsidiaries, taken asthe earlier of the termination of this Agreement and the Closing.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to True and complete copies of the Disclosure Memorandum sets forth (i) audited consolidated balance sheet of the unaudited balance sheets Company and its Subsidiaries as at August 31, 2014, August 31, 2015 and August 31, 2016, and the related audited consolidated statements of operations income, stockholders’ equity and cash flows flows, together with all related notes and schedules thereto, accompanied by the reports thereon of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 Company’s independent auditor (collectively referred to as the “Annual Financial Statements”) and (ii) an the unaudited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2016, and the related consolidated statements of operations income, stockholders’ equity and cash flows of Seller at flows, together with all related notes and for the three-month period ended March 31, 2024 schedules thereto (collectively referred to as the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”), are attached hereto as Schedule 3.7(a) of the Disclosure Schedules. The Each of the Financial Statements and the Interim Financial Statements (i) are accurate correct and complete except in di minimis respects, all material respects and have been prepared based on in accordance with the books and records of Sellerthe Company and its Subsidiaries, (ii) have been prepared in conformity accordance with GAAP applied on a consistent basis consistent with prior accounting throughout the periods indicated (except as may be indicated in the notes thereto), ) and (iii) fairly present present, in all material respects respects, the consolidated financial position, results of operations, operations and changes in financial position of Seller as cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicatedindicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The . (b) Except as and to the extent adequately accrued or reserved against in the audited consolidated balance sheet of Seller the Company and its Subsidiaries as of March at August 31, 2024 2016 (such balance sheet, together with all related notes and schedules thereto, the “Seller Balance Sheet”), neither the Company nor any of its Subsidiaries has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of the Company and its Subsidiaries or disclosed in the notes thereto, except for liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date”. (c) is herein referred to as The books of account and financial records of the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller Company and its Subsidiaries, taken asSubsidiaries are true and correct in all material respects and have been prepared and are maintained in accordance with sound accounting practice.

Financial Statements; No Undisclosed Liabilities. Schedule 4.05 contains the following (a) Schedule 2.5(a) to collectively, the Disclosure Memorandum sets forth “Financial Statements”): (i) the unaudited balance sheets and statements management accounts of operations and cash flows of Seller at and the Company for the three fiscal years year ended December 31, 20212010, 2022the statutory accounting form for the Company for the year ended December 31, 2010, and 2023 the reconciliation of the account results as of December 31, 2010 (the “Annual 2010 Financial Statements”) ); and (ii) an the unaudited balance sheet and statements management accounts of operations and cash flows of Seller at and the Company for the threeseven-month period ended March as of July 31, 2024 2011 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Except as set forth in the Financial Statements (i) are accurate and complete except in di minimis respectsincluding any notes thereto, and prepared based on the books and records of Seller, (ii) Financial Statements have been prepared in conformity accordance with GAAP and in accordance with the Company’s past practice (to the extent consistent with GAAP) on a consistent basis consistent with prior accounting periods (except as may be indicated in the notes thereto)and fairly present, and (iii) fairly present in all material respects respects, the financial position, position and results of operations, and changes in financial position operations of Seller the Company as of the dates and for the periods indicatedcovered thereby. The books of account and minute books of the Company, except as otherwise noted therein complete and subjectcorrect copies of which have been made available to Buyer or, in the case of the Interim Financial Statementselectronic records, to normal which Buyer has been permitted to access, prior to the date hereof, are complete and recurring year-end adjustments correct in all material respects and the absence of notes that will not, individually or have been maintained in accordance with sound business practices. Except for liabilities and obligations incurred in the aggregateordinary course of business since July 31, 2011, the Company has not incurred any liabilities or obligations (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when or by whom asserted) that, taken as a whole, (i) would be material. The required to be disclosed, reflected or reserved against in a balance sheet of Seller as of March 31the Company (including the related notes thereto, 2024 (the “Seller Balance Sheet Date”where applicable) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by prepared in accordance with GAAP, in applied on a consistent basis, or (ii) would have a Material Adverse Effect on the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken asCompany.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Company has delivered to Acquirer its audited, consolidated financial statements for the Disclosure Memorandum sets forth 12-month periods ended December 31, 2019 and December 31, 2020, and unaudited, consolidated financial statements for the six-month period ended June 30, 2021 (i) the unaudited including, in each case, balance sheets and sheets, statements of operations and cash flows of Seller at and for the three fiscal years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 flows) (the “Interim Financial Statements” and collectively with the Annual Financial Statementscollectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are accurate derived from and complete except in di minimis respects, and prepared based on accordance with the books and records of Sellerthe Company in all material respects, (ii) have been prepared complied in conformity all material respects as to form with GAAP on a basis consistent applicable accounting requirements with prior accounting periods (except respect thereto as may be indicated in the notes thereto)of their respective dates, and (iii) fairly present and accurately present, in all material respects respects, the consolidated financial position, condition of the Company at the dates therein indicated and the consolidated results of operations, operations and changes in financial position of Seller as cash flows of the dates and Company for the periods indicated, except as otherwise noted therein and specified (subject, in the case of the Interim Financial Statementsunaudited interim period financial statements, to normal and recurring year-end adjustments audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete in all material respects and (v) were prepared in accordance with GAAP, except for the absence of notes footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved. (b) The Company does not have any Liabilities of any nature other than (i) those set forth and adequately provided for in the balance sheet included in the Financial Statements as of June 31, 2021 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”) (ii) those incurred in the conduct of the Company’s business since the Company Balance Sheet Date in the ordinary course of business that will notare of the type that ordinarily recur and, individually or in the aggregate, be material. The balance sheet are not material in nature or amount, and do not result from any breach of Seller as Contract, warranty, infringement, tort or violation of March 31Law, 2024 (iii) the “Seller Balance Sheet Date”Unpaid Company Transaction Expenses, (iv) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities those that are not fully reflected executory obligations under the Contracts of the Company made available to Acquirer, or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course (v) those that would not, individually or would not reasonably be expected to, be material to the Company or the Business. Except for Liabilities reflected in the aggregateFinancial Statements, the Company has no off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied and are adequate. The Financial Statements comply in all material respects with the Financial Accounting Standards Board Accounting Standards Codification 985-605. Without limiting the generality of the foregoing, the Company has never guaranteed any debt or other obligation of any other Person. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Debt, including, for each item of Company Debt, the agreement governing the Company Debt and the interest rate, maturity date, any assets securing such Company Debt and any prepayment or other penalties payable in connection with the repayment of such Company Debt at the Closing. (d) Schedule 2.4(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) The accounts receivable of the Company (the “Accounts Receivable”) as reflected on the Company Balance Sheet arose in the ordinary course of business and represent bona fide claims against debtors for sales and other charges, and have been collected or, to the knowledge of the Company, are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet. Allowances for doubtful accounts have been prepared in accordance with GAAP consistently applied. The Accounts Receivable arising after the Company Balance Sheet Date and before the Closing Date (i) arose or shall arise in the ordinary course of business, (ii) represented or shall represent bona fide claims against debtors for sales and other charges and (iii) have been collected or, to the knowledge of the Company, are collectible in the book amounts thereof, less allowances for doubtful accounts determined in accordance with GAAP consistently applied and the Company’s past practice. None of the Accounts Receivable is subject to any outstanding written claim of offset, recoupment, set-off or counter-claim and, to the knowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that would reasonably be expected to give rise to any such claim. Except as listed on Schedule 2.4(e) of the Company Disclosure Letter, no Person has any Encumbrance on any Accounts Receivable (other than Permitted Encumbrances). (f) The Company has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company are being executed and made in accordance with appropriate authorizations of its management and Company Board in all material respects, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP in all material respects and (B) to maintain accountability for assets, and (iii) for the prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company. Since January 1, 2020, none of the Company, the Company’s independent auditors nor, to the knowledge of the Company, any current or former employee, consultant or director of the Company, has identified or been made aware of any fraud, whether or not material, that involves Company’s management or other current or former employees, consultants or directors of the Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. None of the Company and, to the knowledge of the Company, any Representative of the Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company, any of their internal accounting controls or any material inaccuracy in the financial statements of the Company. There are no significant deficiencies or material weaknesses in the design or operation of the internal controls of the Company that would reasonably be materially adverse expected to Seller adversely affect the ability of the Company to record, process, summarize and its Subsidiariesreport financial data. At the Company Balance Sheet Date, taken asthere were no material loss contingencies (as such term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 450) that are not adequately provided for in the Company Balance Sheet as required by such Topic 450. (g) Except as set forth on Schedule 2.4(g) of the Company Disclosure Letter, the Company has not applied for or accepted (i) any loan pursuant to the PPP in Section 1102 and Section 1106 of the CARES Act, respectively, (ii) any funds pursuant to the Economic Injury Disaster Loan program or an advance on an Economic Injury Disaster Loan pursuant to Section 1110 of the CARES Act or (iii) any other similar grant.

Financial Statements; No Undisclosed Liabilities. (a) Set forth on Schedule 2.5(a3.7(a) to the Disclosure Memorandum sets forth are: (i) the unaudited audited consolidated balance sheets of the Company and Excel Leasing as of December 31, 2021 and 2022; (ii) the related audited consolidated statements of operations and cash flows of Seller at and operation for the three fiscal years ended December 31, 20212021 and 2022; (iii) the related audited consolidated statements of cash flows for the years ended December 31, 2021 and 2022, and 2023 ; (the “Annual Financial Statements”) and (iiiv) an unaudited balance sheet and statements of operations and cash flows of Seller at and the Company for the three-month period nine months ended March 31September 30, 2024 2023 (the “Interim Financial Statements” Balance Sheet”); and collectively with (v) the Annual Financial Statementsrelated unaudited statements of profit and loss and cash flows for the nine months ended September 30, 2023 (the foregoing financial statements, collectively, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and have been prepared based on from the books and records of Sellerthe Company in accordance with GAAP, consistently applied, (ii) have been prepared are correct in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto)all material respects, and (iii) fairly present fairly, in all material respects respects, changes in shareholders equity, the financial position, condition and results of operations, and changes in financial position operations of Seller the Company as of the respective dates thereof and for the respective periods indicatedcovered thereby, except as otherwise noted therein and subject, in the case of the Interim unaudited Financial Statements, to normal and recurring year-end adjustments and (the absence effect of notes that which will not, individually or in the aggregate, be material) and the absence of footnotes. The balance sheet books and records of Seller as the Company are correct, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of March 31the Company. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statements. (b) The Company does not have any Liabilities, 2024 except: (i) Liabilities reflected on, or reserved against in, the “Seller Financial Statements; (ii) Liabilities that have arisen since the date of the Interim Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course of Business, none of which is a Liability resulting from or arising out of any breach of contract, breach of warranty, tort, infringement, misappropriation, or violation of Law; and (iii) Liabilities set forth on Schedule 3.7(b). (c) The Company maintains internal accounting controls sufficient to provide reasonable assurances that would not(i) transactions are executed in accordance with management’s general or specific authorizations, individually (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has never been (x) any significant deficiency or material weakness in any system of internal accounting controls used by the Company, (y) any fraud or other wrongdoing that involves any of the management or other employees of the Company who have a role in the aggregatepreparation of financial statements or the internal accounting controls used by the Company, reasonably be expected to be materially adverse to Seller or (z) any claim or allegation regarding any of the foregoing. (d) Schedule 3.7(d) sets forth a correct list of all Indebtedness of the Company and its Subsidiaries, taken asidentifies for each item of Indebtedness the outstanding amount thereof as of the date of this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) to the Disclosure Memorandum sets forth (i) A copy of the unaudited balance sheets sheet of the Company as at December 31, 2023, and the related statements of operations income, stockholders’ equity and cash flows of Seller at and the Company for the three fiscal years twelve months then ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an the unaudited balance sheet and statements of operations and cash flows of Seller the Company as at and for the three-month period ended March 31September 30, 2024 (the “Interim Financial Statements” Balance Sheet”), and the related statements of income, stockholders’ equity and cash flows of the Company for the nine months then ended (collectively with the Annual Financial Statements, referred to as the “Interim Financial Statements”), have been made available to the Buyer. The Each of the Financial Statements and the Interim Financial Statements (i) are accurate and complete except in di minimis respects, and have been prepared based on the books and records of Sellerthe Company, (ii) have been prepared in conformity accordance with GAAP applied on a consistent basis consistent with prior accounting throughout the periods (except as may be indicated in the notes thereto)indicated, and (iii) fairly present present, in all material respects respects, the financial position, results of operations, operations and changes in financial position of Seller as cash flows of the Company as at the respective dates thereof and for the respective periods indicatedindicated therein in accordance with GAAP, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will notnotes. (b) To the Knowledge of the Company, individually as of the date of this Agreement, there are no debts, liabilities or in obligations, whether accrued or fixed, absolute or contingent, or matured or unmatured, of the aggregate, Company of a nature required to be material. The reflected on a balance sheet of Seller as of March 31prepared in accordance with GAAP, 2024 other than any such debts, liabilities or obligations (the “Seller Balance Sheet Date”i) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully disclosed, reflected or reserved againstagainst on the Interim Financial Statements, as prescribed by GAAPthe Financial Statements or the notes thereto, in the Seller Balance Sheet, except Excluded Liabilities (ii) incurred since the Seller date of the Balance Sheet Date in the Ordinary Course ordinary course of business of the Company, (iii) for Taxes, (iv) as contemplated by this Agreement, the Ancillary Agreements or otherwise incurred in connection with the transactions contemplated hereby and thereby, (v) that are for the performance (but not breach) under Contracts that have been made available to the Buyer, or (vi) that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller and its Subsidiaries, taken ashave a Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 2.5(a3.06(a) to the Disclosure Memorandum sets forth are true, correct and complete copies of: (i) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2020 (the "Latest Balance Sheet") and the related statement of income for the nine (9) month period then ended, and (ii) the audited consolidated balance sheets and statements of operations income and cash flows of Seller at the Company and its Subsidiaries for the three fiscal years ended December 31, 20212019 and December 31, 2022, and 2023 2018 (the “Annual "Audited Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31" and, 2024 (the “Interim Financial Statements” and collectively with the Annual Latest Balance Sheet and related statement of income for the nine (9) month period then ended, the "Financial Statements"). Except as set forth on Schedule 3.06(a), the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto), and (iii) present fairly present in all material respects respects, in accordance with GAAP consistently applied, the financial position, condition and results of operations, operations of the Company and changes in financial position of Seller its Subsidiaries (taken as a whole) as of the dates and for the periods indicatedreferred to therein, except as otherwise noted therein and subject, subject in the case of the Interim Financial Statements, unaudited financial statements to normal (x) the absence of footnote disclosures and recurring other presentation items and (y) changes resulting from year-end adjustments adjustments, in each case that are not, individually or in the aggregate, expected to be material to the Company and its Subsidiaries taken as a whole. (b) Except as set forth on Schedule 3.06(b), neither the absence Company nor any of its Subsidiaries has any liabilities, debts or obligations, whether or not of a type that would be required to be reflected or reserved against on a consolidated balance sheet prepared in accordance with GAAP consistently applied (collectively, "Liabilities"), except for (i) Liabilities reflected or reserved against on the Financial Statements or disclosed in the notes thereto, (ii) Liabilities that will have arisen since the date of the Latest Balance Sheet in the ordinary course of business that are not, individually or in the aggregate, material, (iii) Liabilities arising in connection with the Transactions and (iv) other Liabilities which would not, individually or in the aggregate, be material. The balance sheet of Seller as of March 31, 2024 (material to the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Seller Company and its Subsidiaries, taken asas a whole.

Financial Statements; No Undisclosed Liabilities. (a) Set forth in Schedule 2.5(a5.4(a) to the Disclosure Memorandum sets forth are correct and complete copies of (i) the unaudited audited consolidated balance sheets of the Company Group as of October 31, 2020, 2021 and 2022; (ii) the related audited consolidated statements of operations income and consolidated statements of cash flows of Seller at and for the three fiscal years ended December October 31, 20212020, 2021 and 2022; (iii) an unaudited consolidated balance sheet of the Company Group as of January 31, and 2023 (the “Annual Financial StatementsInterim Balance Sheet”) and (iiiv) an the related unaudited balance sheet and consolidated statements of operations income and consolidated statements of cash flows of Seller at and for the three-month period three (3) months ended March January 31, 2024 2023 (the “Interim Financial Statements” and collectively with the Annual Financial Statementsforegoing financial statements, collectively, the “Financial Statements”). The Financial Statements (iA) are accurate and complete except in di minimis respects, and have been prepared based on from the books and records of Sellerthe Company Group in accordance with GAAP, consistently applied, (iiB) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto), and (iii) fairly present are correct in all material respects and (C) present fairly, in all material respects, the financial position, condition and results of operations, operations and changes in financial position cash flows of Seller the Company Group as of the respective dates thereof and for the respective periods indicatedcovered thereby, except as otherwise noted therein and subject, in the case of with respect to the Interim Financial StatementsBalance Sheets only, subject to normal and recurring year-end adjustments and (the absence effect of notes that which will not, individually or in the aggregate, be material) and the absence of footnotes. The books and records of the Company Group are correct in all material respects and reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company. (b) The Company Group does not have any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP, except: (i) Liabilities reflected on, or reserved against in, the Financial Statements; (ii) Liabilities that have arisen since the date of Seller as of March 31, 2024 (the “Seller Interim Balance Sheet Date”in the ordinary course of business consistent with past practice, none of which is a Liability resulting from or arising out of any breach of contract, breach of warranty, tort, infringement, misappropriation, or violation of Law; (iii) is herein referred to as Liabilities incurred in connection with the “Seller Balance Sheet.” Seller has no material transactions contemplated hereby; (iv) Liabilities under Contracts described on the Schedules or under Contracts that are not fully reflected or reserved against, as prescribed by GAAP, in the Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected required to be materially adverse disclosed thereon (other than any Liability resulting from or arising out of any breach or violation of any such Contract, or any indemnification, warranty or similar obligation under any such Contract); (v) liabilities under any Company Benefit Plan; and (vi) Liabilities set forth on Schedule 5.4(b). (c) The Company Group maintains internal accounting controls sufficient to Seller provide reasonable assurances that (i) material transactions are executed in accordance with management’s general or specific authorizations, (ii) material transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and its Subsidiariesto maintain accountability for assets, (iii) access to material assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for material assets is compared with the existing assets at reasonable intervals and appropriate action is taken aswith respect to any material differences that have been actually discovered. There has never been

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(aThe Company has delivered to Purchaser: (a) to the Disclosure Memorandum sets forth audited balance sheet of the Company as of December 31, 2020 and December 31, 2021 (ithe “Balance Sheet Date”) and the related audited statement of income of the Company for the fiscal year then-ended and (b) the unaudited balance sheets sheet of the Company as of September 30, 2022 and statements the related unaudited consolidated statement of operations and cash flows income of Seller at and the Company for the three fiscal years nine months then ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2024 (the “Interim Financial StatementsFinancials” and collectively together with the Annual Financial Statementsfinancial statements described in clause (a), the “Financial Statements”). The Financial Statements (i) are accurate complete and complete except correct in di minimis respects, all material respects and prepared based on the books and records of Seller, (ii) have been prepared in conformity accordance with GAAP, consistently applied, and present fairly in all material respects in accordance with GAAP on a basis consistent with prior accounting the consolidated financial position and the results of operations, changes in members’ equity, and cash of the Company as of the dates thereof and for the periods covered thereby (except as may be indicated in the notes thereto), and (iii) fairly present in all material respects the financial position, results of operations, and changes in financial position of Seller as of the dates and for the periods indicated, except as otherwise noted therein and subjectfootnotes thereto and, in the case of the Interim unaudited Financial Statements, to Statements for normal and recurring year-end adjustments and other adjustments). (b) Except as set forth on Schedule 3.5(b), the Company has established and maintains, adheres to, and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the absence preparation of notes financial statements (including the Financial Statements), in accordance with GAAP. (c) Except as set forth on Schedule 3.5(c), neither the Company nor, to the Company’s Knowledge, any of its Representatives, has received or otherwise obtained any written, or to the Company’s Knowledge, oral, complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any complaint, allegation, assertion or claim that will notthe Company has engaged in questionable accounting or auditing practices. To the Company’s Knowledge, individually there has been no fraud in connection with any financial reporting of the Company, whether or not material, involving any officer of the Company or any employee of the Company who has a significant role in the aggregateCompany’s internal control over financial reporting. (d) Except as set forth on Schedule 3.5(d), be material. The balance sheet of Seller as of March 31, 2024 (the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller Company has no material Liabilities that are not fully liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any type required to be reflected in financial statements in accordance with GAAP, except for those which (i) have been reflected or reserved against, as prescribed by GAAP, against in the Seller Balance Sheet, except Excluded Liabilities incurred Interim Financials or (ii) have arisen in the ordinary course of business consistent with past practice since the Seller Balance Sheet Date and are not material in amount. (e) Schedule 3.5(e) sets forth a complete and correct list of each item of Indebtedness of the Ordinary Course that would notCompany as of the Agreement Date, individually identifying the name and address of the creditor thereto, all related Contracts, the amount of such Indebtedness as of the close of business on the Agreement Date, and any restriction or penalty upon the prepayment of any such Indebtedness. With respect to any Indebtedness, the Company is not and has not been in the aggregate, reasonably be expected to be materially adverse to Seller default and its Subsidiaries, taken asno payments are currently past due.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.5(a) The Company has heretofore furnished to the Disclosure Memorandum sets forth Acquiror true and complete copies of (i) the unaudited audited balance sheets sheet of the Company as of December 31, 2016 and 2015, and the related audited statements of operations income, changes in stockholders’ equity and cash flows of Seller at and the Company for the three fiscal years ended 12-month periods then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors, (ii) a draft of the balance sheet of the Company as of December 31, 20212017 and the related statements of income, 2022, changes in stockholders’ equity and 2023 cash flows of the Company for the 12-month periods then ended (the financial statements referred to in clauses (i) and (ii) collectively referred to as the “Company Annual Financial Statements”) and (iiiii) an the unaudited balance sheet of the Company as of March 31, 2018, and the related unaudited statements of operations income, changes in stockholders’ equity and cash flows of Seller at and the Company for the three-month period ended March 31then ended, 2024 together with all related notes and schedules thereto (collectively referred to herein as the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Each of the Financial Statements (iA) are accurate are, or will be when delivered, correct and complete except in di minimis respects, all material respects and have been prepared based on in accordance with the books and records of Seller, the Company; (iiB) have been been, or will be when delivered, prepared in conformity accordance with GAAP applied on a consistent basis consistent with prior accounting throughout the periods indicated (except as may be indicated in the notes thereto)) and with respect to the Interim Financial Statements, for the absence of notes; and (iiiC) fairly present, or will fairly present when delivered, in all material respects respects, the financial position, results of operations, operations and changes in financial position cash flows of Seller the Company as of the respective dates thereof and for the respective periods indicatedindicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The . (b) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of Seller the Company as of March December 31, 2024 2017 (such balance sheet, together with all related notes and schedules thereto, the “Seller Balance Sheet Date”) is herein referred to as the “Seller Balance Sheet.” Seller has no material Liabilities ”), the Company does not have any liability or obligation of any nature (whether known or unknown, accrued, absolute, contingent, liquidated or unliquidated, due or to become due, determined, determinable or otherwise, that are not fully is required by GAAP to be reflected in a balance sheet of the Company or reserved against, as prescribed by GAAP, disclosed in the Seller notes thereto), except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date in the Ordinary Course that would are not, individually or in the aggregate, reasonably be expected material to be materially adverse the Company and (ii) liabilities incurred in connection with this Agreement, any of the Ancillary Agreements or any of the transactions contemplated hereby or thereby. Except as set forth on Schedule 4.6(b) of the Disclosure Schedules, the Company does not have any outstanding Indebtedness. (c) The books of account and other accounting records of the Company (i) are accurate, complete, and correct in all material respects and (ii) the transactions reflected thereon represent actual, bona fide transactions. The Company has designed and maintains a system of adequate internal accounting controls. (d) All accounts receivable reflected on the Balance Sheet or on the accounting records of the Company as of the Closing Date represent or will represent bona fide and valid obligations arising from sales actually made or services actually performed. To the knowledge of the Company, there is (i) no contest, claim or right of set-off, other than returns in the ordinary course of business, under any Contract with any obligor of any accounts receivable related to Seller the amount or validity of such accounts receivable, and (ii) no bankruptcy, insolvency or similar proceedings have been commenced by or against any such obligor. (e) All accounts payable and notes payable by the Company to third parties have arisen in the ordinary course of business and no such account payable or note payable is delinquent more than 90 days in its Subsidiaries, taken aspayment.