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

Financial Statements; No Undisclosed Liabilities. (i) The financial statements of the Company included in the SEC Reports have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterial.

Financial Statements; No Undisclosed Liabilities. (ia) The financial Attached to Schedule 3.4 are Sellers’ and its Subsidiaries’ audited consolidated balance sheet as of December 31, 2023, and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the Company included in fiscal year then ended (collectively, the SEC Reports “Audited Financial Statements”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto thereto) and, in the case of Unaudited Financial Statements, subject to (i) normal year-end audit adjustments (none of which are material, individually or in the aggregate) and except that unaudited financial statements may not contain all footnotes required by GAAP(ii) the absence of notes (none of which if presented would materially differ in amount or nature from those included in the Audited Financial Statements), and such Financial Statements fairly present in all material respects the consolidated financial condition, results position of operations Sellers and cash flows of the Company and its consolidated their Subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurateshown. (b) Sellers have no Liabilities, required by GAAP to be disclosed or reflected on or reserved on a consolidated balance sheet (or the notes thereto) prepared in accordance with GAAP, except for Liabilities (i) reflected and reserved for in the Financial Statements, (ii) Subsequent to incurred in the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September Ordinary Course since June 30, 2007, except as disclosed therein or in any subsequent SEC Report2024, (Aiii) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of businessthat are Excluded Liabilities, (Biv) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment arising out of or declaration to pay any dividends or any other distribution incurred in connection with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of or the other Transaction Agreements or the transactions contemplated hereby (each of clauses (A)or thereby, (Bv) that are not and (C), a “Material Adverse Change”). There is no event that is would not reasonably likely be expected to occur in the foreseeable future, which if it were to occur, couldbe material, individually or in the aggregate, have a Material Adverse Change. (iiivi) Without limiting arising from the generality commencement of the foregoing paragraph Bankruptcy Cases or (iivii) disclosed on Schedule 3.4(b), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterial.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) The financial the audited consolidated balance sheets of the Group Companies as of December 31, 2019, December 31, 2020 and December 3, 2021 and their related audited consolidated statements of income, shareholders' equity and cash flows, together with all related notes and schedules thereto and the Company included reports of the Seller's independent auditors (the "Financial Statements") and (ii) the unaudited consolidated balance sheet of the Group Companies as of March 31, 2022 and the related unaudited consolidated statements of income, shareholders' equity and cash flows of the Group Companies (collectively, the "First Quarter Financial Statements"), which are attached as Section 3.7 (a) of the Disclosure Schedule. Each of the Financial Statements and the First Quarter Financial Statements (i) is correct and complete in the SEC Reports have all material respects, (ii) has been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles IFRS applied on a consistent basis during throughout the periods involved indicated (“GAAP”except as otherwise indicated in the Financial Statements and the First Quarter Financial Statements), except as may be otherwise specified in such financial statements or and (iii) fairly presents the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the consolidated financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries Group Companies as of the respective dates and for the dates thereof respective periods indicated therein, except as otherwise indicated in the Financial Statements and the results of operations First Quarter Financial Statements, and cash flows for the periods then ended, subject, in the case of unaudited statementsthe First Quarter Financial Statements, is subject to normal, immaterial, normal and recurring year-end audit adjustments. All other financial, statistical, adjustments and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date absence of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007footnotes, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, couldsuch adjustments would not, individually or in the aggregate, have a Material Adverse Changematerial effect. (iiib) Without limiting Except as fully provided for or reserved against in the generality audited consolidated balance sheet of the foregoing paragraph Group Companies as of December 31, 2021 (iisuch balance sheet, together with all related notes and schedules thereto, is collectively referred to as the "Balance Sheet"), the Company no Group Companies has no any liabilities or obligations (of any nature, whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated contingent or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required by IFRS to be reflected in a consolidated balance sheet, sheet of the Group Companies or disclosed in the notes thereto. (c) The books of account and financial records of the Group Companies are true and accurate, and have been prepared and maintained in accordance with GAAP good accounting practices. (none d) The Group Companies have implemented and maintained a system of which relates internal accounting controls sufficient to a breach of contractprovide reasonable assurance (i) that the financial reporting is reliable, breach of warranty(ii) that transactions have been recorded as necessary to permit the Group Companies to prepare the Financial Statements, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), and (iii) liabilities incurred that violations of anti-corruption, sanctions or export control Laws will be prevented, detected and obstructed. There has been no fraud in the ordinary course past three (3) years involving management or other employees of business since September 30the Group Companies who play a significant role in internal financial reporting matters, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health whether or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialnot material.

Financial Statements; No Undisclosed Liabilities. (i) The financial statements audited consolidated balance sheet of the Company included and its Subsidiaries as of December 31, 2019, and the related audited consolidated statements of operations, shareholders’ equity, and cash flows for the fiscal year ended December 31, 2019 (the “Audited Financial Statements”), and the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2020, and the related unaudited consolidated statements of operations, shareholders’ equity, and cash flows for the fiscal quarter ended June 30, 2020, in the SEC Reports have been form attached to the Draft 10-Q (collectively, the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”), were prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP, applied on a consistent basis during for the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPinvolved, and fairly present present, in all material respects, the financial condition, results of operations and cash flows position of the Company and its consolidated Subsidiaries as of and for the dates date thereof and the results of their operations and cash flows for the periods period then ended. Except as set forth in Section 3.16 of the Debtor Disclosure Schedule, subjectthere are no liabilities or obligations of the Debtors of any kind whatsoever, in whether accrued, contingent, absolute, determined or determinable, other than (a) liabilities or obligations set forth on the case face of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data the balance sheet included in the SEC Reports are based on Financial Statements, (b) liabilities or derived from sources that obligations which were incurred in the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date Ordinary Course of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September Business after June 30, 2007, except as disclosed therein or in any subsequent SEC Report2020, (Ac) none of liabilities or obligations incurred in connection with the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group CompaniesContemplated Transactions, and (Cd) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, couldobligations that, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior are not material to the date of the Most Recent Balance Sheet and which are not required to be reflected in Debtors, taken as a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialwhole.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 3.16(a) contains true and complete copies of (i) The financial statements the audited consolidated balance sheets of the Company included in the SEC Reports have been prepared in accordance with the applicable accounting requirements Target Companies as of December 31, 2011 and 2012 and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial related audited consolidated statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the year ended December 31, 2010, 2011 and 2012, including any notes thereto (collectively, the “Audited Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Target Companies as of September 30, 2013 (the “Interim Balance Sheet Date”) and the related unaudited consolidated statements of operations and cash flows for the eight-month period then ended (the “Interim Financial Statements”, and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in conformity with GAAP (except in each case as described in the notes thereto) applied on a consistent basis throughout the periods then endedcovered thereby using the same accounting principles, subjectpolicies and methods historically used in connection with the calculation of the items reflected thereon and fairly present, in all material respects, the case financial condition and results of unaudited statementsoperations of the Target Companies (taken as a whole) as of the respective dates thereof and for the respective periods indicated therein, except that the Interim Financial Statements omit footnotes and are subject to normal, immaterial, recurring year-end audit adjustments. All other financial, statistical, adjustments and market accruals necessary to present fairly the financial condition and industry-related data included results of operations of the Target Companies (taken as a whole). (b) The Target Companies do not have any Liabilities that are required by GAAP to be reflected on the Financial Statements that are not reflected or reserved against thereon or in the SEC Reports are based on or derived from sources that notes thereto other than: (i) Liabilities incurred since the Company reasonably believes to be reliable and accurate.Interim Balance Sheet Date in the Ordinary Course of Business; (ii) Subsequent to Liabilities incurred in connection with the date of the Company’s unaudited financial statements Contemplated Transactions; (including balance sheet, income statement and statement of cash flowsiii) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, set forth on Schedule 3.16(b); and (Aiv) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, couldLiabilities which, individually or in the aggregate, would not have a Material Adverse ChangeEffect. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterial.

Financial Statements; No Undisclosed Liabilities. The Amber Entities have made available to ARYA true, correct and complete copies of (i) The the unaudited combined balance sheets of the Business as of June 30, 2021 (the “Latest Balance Sheet”) and June 30, 2020, and the related unaudited combined statements of operations and comprehensive loss and cash flows of the Business for each of the six-month periods then ended and (ii) the unaudited combined balance sheets of the Business as of December 31, 2020 and December 31, 2019, and the related unaudited combined statements of operations and comprehensive loss, and cash flows of the Business for each year then ended (the financial statements described in clause (a) and clause (b), collectively, the “Financial Statements”), each of which are attached to Section 4.4(a) of the Company included in Amber Disclosure Schedules. The Financial Statements (including the SEC Reports have been notes thereto) (A) were prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved indicated (“GAAP”), except as may be otherwise specified specifically indicated in such financial statements or the notes thereto and except that subject to, in the case of any unaudited financial statements may not contain statements, normal year end audit adjustments (none of which are individually or in the aggregate material) and the absence of notes thereto), (B) fairly present, in all footnotes required by GAAPmaterial respects, and fairly present the financial conditionposition, results of operations and cash flows of the Company and its consolidated Subsidiaries Business as of at the date thereof and for the dates thereof and the results of operations and cash flows for the periods then ended, subjectperiod indicated therein (subject to, in the case of any unaudited financial statements, to normal, immaterial, year-normal year end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. adjustments (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, couldare, individually or in the aggregate, have a Material Adverse Change. material)), and (iiiC) Without limiting comply in all material respects with the generality applicable accounting requirements and with the rules and regulations of the foregoing paragraph (ii)SEC, the Company has no liabilities Exchange Act and the Securities Act (including Regulation S-X or obligations (whether actualRegulation S-K, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (ias applicable) liabilities or obligations shown on the balance sheet in effect as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of this Agreement, at the Most Recent Balance Sheet time of filing the Registration Statement / Proxy Statement and which are not required to be reflected in a balance sheet, or at the notes thereto, prepared in accordance with GAAP (none time of which relates to a breach effectiveness of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialRegistration Statement / Proxy Statement.

Financial Statements; No Undisclosed Liabilities. (ia) The consolidated financial statements of the Company IMC included in the IMC SEC Reports Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the applicable accounting requirements and the rules and regulations case of the Commission with respect thereto unaudited statements, as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles permitted by Regulation S-X for quarterly reports on Form 10-Q) applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, thereto) and fairly present the financial condition, results condition of operations and cash flows of the Company IMC and its consolidated Subsidiaries as of and for the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, ended (subject, in the case of unaudited statements, to normal, immaterial, the absence of footnote disclosure and to normal and recurring year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate). (iib) Subsequent to Except (i) as set forth in the date of the Company’s unaudited consolidated financial statements (including balance sheet, income statement and statement of cash flowsthe notes thereto) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not included in the ordinary course of business, (B) there has not been any decrease in the Capital Stock IMC 10-K or any increase in longsubsequent quarterly reports on Form 10-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, Q filed by IMC and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen publicly available prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities)this Agreement, (iiiii) liabilities as incurred in the ordinary course of business since September 30and (iii) as may arise out of or in connection with this Agreement and the transactions contemplated hereby, 2007 neither IMC nor any of its Subsidiaries has any liabilities or obligations of any nature (none of which relates to a breach of contractwhether accrued, breach of warrantyabsolute, tort, infringement, environmental, health contingent or safety matter, violation of Law otherwise) that individually or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregateaggregate would reasonably be expected to have an IMC Material Adverse Effect. (c) Section 5.08(c) of the IMC Disclosure Schedule lists, immaterialand IMC has delivered to Cargill copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC) effected by IMC or its Subsidiaries since January 1, 2003. (d) Section 5.08(d) of the IMC Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for IMC and its Subsidiaries since January 1, 2003.

Financial Statements; No Undisclosed Liabilities. Schedule 3.10 of the Disclosure Schedule contains copies of (ia) The financial the audited balance sheet of Seller as at December 31, 2020, 2021 and 2022, and the related audited statements of operations and cash flows of Seller for the Company included in years then ended and (b) the SEC Reports have unaudited balance sheet of Seller as at July 31, 2023 (the “Latest Balance Sheet”) and the related statements of operations and cash flows of Seller for the seven (7) month period then ended (such audited and unaudited statements, including the related notes and schedules thereto, are referred to herein as collectively, the “Financial Statements”). Each of the Financial Statements has been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP consistently applied on a consistent basis during throughout the periods involved (“GAAP”)presented and presents fairly, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPmaterial respects, and fairly present the financial conditionposition, results of operations and cash flows of the Company and its consolidated Subsidiaries Seller as of the dates and for the dates thereof and the results of operations and cash flows for the periods then endedindicated therein; provided, subjecthowever, that such Financial Statements may not contain footnotes required by GAAP and, in the case of unaudited statementsthe Financial Statements delivered pursuant to clause (b), are subject to normal, immaterial, normal recurring and year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources adjustments that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, couldwill not, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company be material to Seller. Seller has no liabilities Liabilities of any kind other than those (x) reflected in, reserved against or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on otherwise described in the balance sheet as of September 30, 2007 (the “Most Recent Latest Balance Sheet”), (iiy) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2007 (none of the Latest Balance Sheet Date which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health individually or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialaggregate do not exceed $10,000 or (z) expenses related to the transactions contemplated herein.

Financial Statements; No Undisclosed Liabilities. (a) The consolidated financial statements (including the related notes) included in or incorporated by reference into the Company Reports filed since the Applicable Date (i) The financial statements of the Company included was or will be prepared in the SEC Reports have been prepared all material respects in accordance with GAAP consistently applied during the applicable accounting requirements and periods involved (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved SEC) and (“GAAP”), except as may be otherwise specified in such financial statements ii) fairly presents or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and will fairly present in all material respects the consolidated financial condition, results of operations and cash flows position of the Company and its consolidated Subsidiaries as of and for the dates thereof its date, and the consolidated results of operations operations, retained earnings (loss) and cash flows changes in financial position, as the case may be, of such companies for the periods then ended, set forth therein (subject, in the case of unaudited statements, to normal, immaterial, notes and normal year-end audit adjustments. All other financial), statistical, and market and industry-related data included except in each case as may be noted therein or in the SEC notes thereto and in the case of Company Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to filed after the date of the Company’s unaudited financial statements (including balance sheetthis Agreement, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, had and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, couldwould not, individually or in the aggregate, have reasonably be expected to have, a Material Adverse ChangeEffect. (iiib) Without limiting the generality of the foregoing paragraph (ii), the Company has no Except for obligations and liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities reflected or obligations shown on reserved against in the balance sheet as of September 30, 2007 (Company’s most recent audited financial statements included in or incorporated by reference into the “Most Recent Balance Sheet”)Company Reports, (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30the date of such consolidated balance sheet, 2007 (none iii) permitted or contemplated in connection with the preparation, negotiation and consummation of the Transactions or (iv) incurred pursuant to Contracts binding on the Company or any of its Subsidiaries or pursuant to which relates to their respective properties and assets are bound (other than those resulting from a breach of contractsuch Contract), breach there are no obligations or liabilities of warrantythe Company or any of its Subsidiaries of the type required to be disclosed in the liabilities column of a balance sheet prepared in accordance with GAAP, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that areexcept as would not, individually and or in the aggregate, immaterialreasonably be expected to result in a Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) The audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2011 and 2010, and the related audited consolidated statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2011, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited condensed consolidated balance sheets of the Company and its Subsidiaries as at March 31, June 30 and September 30, 2012 (each, a “Balance Sheet”), and the related condensed consolidated statements of operations and cash flows of the Company and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), have been filed on the SEC’s E▇▇▇▇ system. Each of the Financial Statements and the Interim Financial Statements (i) The financial statements has been prepared based on the books and records of the Company included and its Subsidiaries (except as may be indicated in the SEC Reports have notes thereto), (ii) has been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved indicated (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto thereto) and except that unaudited (iii) fairly presents, in all material respects, the consolidated financial statements may not contain all footnotes required by GAAP, and fairly present the financial conditionposition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of at the respective dates thereof and for the dates thereof respective periods indicated therein, except as otherwise noted therein and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statementsthe Interim Financial Statements, to normal, immaterial, normal and recurring year-end audit adjustments. All other financial, statistical, adjustments and market and industry-related data included in the SEC Reports are based on or derived from sources absence of notes that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, couldwill not, individually or in the aggregate, have a Material Adverse Changebe material. (iiib) Without limiting the generality There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the foregoing paragraph (ii)Company or any of its Subsidiaries of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, the Company has no other than any such debts, liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities reflected or obligations shown reserved against on the balance sheet as of September 30Interim Financial Statements, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, Financial Statements or the notes thereto, prepared in accordance with GAAP (none ii) incurred since the date of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred the Balance Sheet in the ordinary course of business since September 30of the Company and its Subsidiaries, 2007 or (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authoritiesiii) and/or (iv) other liabilities that areare not, individually and or in the aggregate, immaterialmaterial to the Company.

Financial Statements; No Undisclosed Liabilities. (a) True, complete and correct copies of the unaudited consolidated balance sheet of the Transferred Group as at December 31, 2012 and the related unaudited consolidated statement of income of the Transferred Group for the 12 month period then ended and the unaudited consolidated balance sheet of the Transferred Group as at October 31, 2013 (the “Balance Sheet”), and the related consolidated statement of income of the Transferred Group for the ten month period then ended, together with all related notes and schedules thereto (collectively referred to as the “Financial Statements”), are attached hereto as Schedule 3.7(a) of the Disclosure Schedules. The Financial Statements (i) The financial statements have been prepared based on the books and records of the Company included Transferred Group (except as may be indicated in the SEC Reports notes thereto), (ii) have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved indicated (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto thereto) and except that unaudited (iii) fairly present, in all material respects, the consolidated financial position, statements may not contain all footnotes required by GAAPof income, and fairly present the financial conditionretained earnings, results of operations and cash flows of the Company and its consolidated Subsidiaries Transferred Group as of at the respective dates thereof and for the dates thereof respective periods indicated therein in accordance with GAAP applied on a consistent basis, except (w) as otherwise noted therein and reflected in the results Financial Statements, including the statements attached as Schedule 3.7(a) of operations and cash flows for the periods then endedDisclosure Schedules, (x) subject, in the case of unaudited the interim financial statements, to normal, immaterial, normal and recurring year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports adjustments that are based on or derived from sources that the Company not reasonably believes expected to be reliable and accurate. (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, couldbe, individually or in the aggregate, have a Material Adverse Changematerial in amount, (y) that the Financial Statements do not contain all footnotes required to be included in audited financials and (z) that the corporate allocations of the Seller services were calculated in good faith by the Seller but may not reflect the entirety of all services provided by the Seller or the amount of resources that Buyer will need to dedicate to such services. (b) Each of the Seller and the members of the Transferred Group maintains accurate books and records that in all material respects reflect their respective assets and liabilities and maintains and has maintained for all periods reflected in the Financial Statements, proper and adequate internal accounting controls that provide assurance that (i) transactions are recorded as necessary to permit accurate preparation of its financial statements and to maintain accurate accountability for its assets; (ii) the reporting of its assets is compared with existing assets at regular intervals; and (iii) Without limiting accounts, notes and other receivables are recorded accurately, and proper and adequate procedures are implemented to effect the generality collection thereof on a current and timely basis. To the Seller’s Knowledge, no auditor, Affiliate, accountant or Representative of the foregoing paragraph Seller or any member of the Transferred Group, 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 or auditing practices, procedures, methodologies or methods of the Seller and the Transferred Group, taken as a whole, or its internal accounting controls, including any material complaint, allegation, assertion or claim that the Seller or the Transferred Group has engaged in questionable accounting or auditing practices. (ii)c) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company has no Transferred Group of a nature required to be reflected or reserved against on a consolidated balance sheet of the Transferred Group prepared in accordance with GAAP, other than any such debts, liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities reflected or obligations shown reserved against on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, Financial Statements or the notes thereto, prepared (ii) incurred (A) after the date of the Balance Sheet but on or before the date of this Agreement or (B) after the date of this Agreement and permitted to be incurred pursuant to this Agreement, in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred each case in the ordinary course of business since September 30, 2007 consistent with past practices of the Transferred Group or (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authoritiesiii) and/or (iv) other liabilities that arewould not, individually and or in the aggregate, immaterialreasonably be expected to be material to the Transferred Group, taken as a whole.

Financial Statements; No Undisclosed Liabilities. (i) (A) The financial audited consolidated balance sheet for Altivity and Predecessor Company as of December 31, 2006 and December 31, 2005 and the audited consolidated statements of operations, cash flows and changes in equity for the six months ended December 31, 2006 and the corresponding audited Predecessor Company included in statements for January 1, 2006 through June 30, 2006 and Year Ended December 31, 2005 and (B) the SEC Reports unaudited consolidated balance sheet for Altivity as of March 31, 2007 and the unaudited consolidated statement of operations and cash flows for the three-month period ended March 31, 2007 (collectively, the “BCH Financial Statements”) have been prepared from the books and records of BCH and its Subsidiaries in accordance conformity with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified noted therein) and present fairly in such all material respects the consolidated financial statements or position and the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, consolidated results of operations and cash flows of the Company BCH and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows or for the periods then ended, presented therein (subject, in the case of unaudited statements, to normal, immaterial, normal and recurring year-end audit adjustmentsadjustments in the ordinary course of business and intercompany eliminations). All other financialAs of December 31, statistical2006 and March 31, 2007, respectively, BCH had no assets or liabilities that would be required to be shown on a balance sheet prepared in accordance with GAAP, and market had no operations, in each case other than cash and industry-cash equivalents and related data included “Distribution Payable” as reflected in the SEC Reports are based on or derived from sources that BCH consolidated balance sheet as of March 31, 2007 and in the Company reasonably believes to be reliable and accurateapplicable BCH Financial Statements. (ii) Subsequent to the date Neither BCH nor any of the Company’s unaudited financial statements (including balance sheet, income statement and statement its Subsidiaries has any liabilities of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations nature (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated contingent or otherwise, and whether due or ) that would be required to become due)be set forth on a consolidated balance sheet of BCH prepared in accordance with GAAP, except for liabilities that (i) liabilities are accrued or obligations shown on reserved against in the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”)BCH Financial Statements, (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities were incurred in the ordinary course of business since September 30M▇▇▇▇ ▇▇, 2007 ▇▇▇▇, (none of which relates ▇▇▇) are incurred pursuant to a breach of contractthe transactions contemplated by this Agreement, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and have been discharged or paid in full prior to the date of this Agreement in the aggregateordinary course of business, immaterialor (v) individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on BCH.

Financial Statements; No Undisclosed Liabilities. (ia) The Each of the consolidated financial statements of the Company included (including, in each case, any notes thereto) contained in the SEC Reports have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been was prepared in accordance with United States generally accepted accounting principles principals (“GAAP”) applied on a consistent basis during throughout the periods involved indicated (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and except that unaudited each fairly presents in all material respects the consolidated financial statements may not contain all footnotes required by GAAP, and fairly present the financial conditionposition, results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as of at the respective dates thereof and for the dates thereof and the results of operations and cash flows for the respective periods then endedindicated therein, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurateexcept as otherwise noted therein. (iib) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein There are no Liabilities or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry obligations of the Company that do not disproportionately affect or any Company Subsidiary of any kind whatsoever in existence on the Companydate hereof that, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, either individually or in the aggregate, would be reasonably likely to have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii)Effect, the Company has no liabilities or obligations (whether actualaccrued, accruedcontingent, absolute, fixeddetermined, contingent, liquidated, unliquidated determinable or otherwise, and whether due or required to become due)be set forth in the Company’s balance sheet under GAAP, except for other than (iA) liabilities Liabilities or obligations shown disclosed in the Company’s Quarterly Report on Form 10-Q, as amended, for the balance sheet as of quarter ended September 30, 2007 2008 (the “Most Recent Balance SheetFinancial Statements” and such date, the “Most Recent Reporting Date”), or (iiB) liabilities under any agreements, contracts, commitments, licenses Liabilities or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities obligations incurred in the ordinary course of business since September 30the Most Recent Reporting Date consistent with past practices, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregateaggregate are not material. Since the Most Recent Reporting Date (x) there has been no Material Adverse Effect and (y) the Company has not taken any action that would, immaterialif taken after the date hereof, or as disclosed under this Agreement, be prohibited by Section 5.01, except as set forth in Section 3.06(b) of the Disclosure Schedule.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer (i) The financial statements audited consolidated balance sheets of the Company included in as at December 31, 2009 and December 31, 2010, and audited consolidated income statements and statements of cash flows for the SEC Reports have been prepared in accordance with the applicable accounting requirements fiscal years then ended, and the rules and regulations (ii) an unaudited consolidated balance sheet of the Commission with respect thereto Company as in effect at June 30, 2011 and unaudited consolidated income statements and statements of cash flows for the time of filingsix-month period then ended. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or and the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPthereto, and if any, fairly present in all material respects the consolidated financial condition, results of operations condition and cash cash-flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, ended in accordance with GAAP (except as otherwise stated therein or in the case of unaudited statements, financial statements for the omission of footnotes and subject to normal, immaterial, normal year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate). (iib) Subsequent Except as set forth on Schedule 2.8(b), to the date knowledge of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities and the Subsidiaries do not have any material liability or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not obligation required by GAAP to be reflected set forth in a balance sheet, financial statement or in the notes thereto, prepared in accordance with GAAP except for liabilities or obligations that: (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iiii) liabilities have been incurred in the ordinary course of business since September 30, 2007 the date of the most recent unaudited consolidated financial statements referenced in Section 2.8(a) (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health the “Interim Financial Statements”); (ii) are accrued or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and reserved against in the aggregateInterim Financial Statements or will be included in (or for which a reserve or accrual is to be included in) the computation of Closing Working Capital; or (iii) are included in the Seller’s Expenses and the Sale Bonus Amount, immaterialor arise out of the execution of this Agreement and are determinable solely by reference to this Agreement and the Schedules hereto.

Financial Statements; No Undisclosed Liabilities. (a) Section 2.6 of the Disclosure Schedule contains true and complete copies of (i) The financial statements the audited consolidated balance sheet of the Company included and its subsidiaries (other than SageQuest) and the audited consolidated balance sheet of SageQuest, each as at December 31, 2009, December 31, 2008 and December 31, 2007, and each including the related audited consolidated statements of results of operations and cash flows, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (together the “Audited Financial Statements” ) and (ii) the unaudited consolidated balance sheet of the Company and its subsidiaries as at September 30, 2010 (the “Balance Sheet Date”) and the related unaudited consolidated statements of results of operations and cash flows, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”, and together with the Audited Financial Statements, the “Financial Statements”). Except as noted in Section 2.6 of the SEC Reports have Disclosure Schedule, each of the Financial Statements (A) has been prepared in accordance with the applicable accounting requirements books and the rules and regulations records of the Commission with respect thereto as in effect at Fleetmatics Entities pertaining to the time of filing. Such financial statements have Business and (B) has been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved indicated (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto thereto). The Audited Financial Statements give a true and except that unaudited fair view of, in all material respects, the consolidated financial statements may not contain all footnotes required by GAAP, and fairly present the financial conditionposition, results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries (other than Sagequest), or, as the case may be, of SageQuest, each as at the respective dates thereof and for the dates thereof respective periods indicated therein, except as otherwise noted therein. The Interim Financial Statements give a true and fair view of the consolidated financial position, results of operations and cash flows of the Company and its subsidiaries as at the respective dates thereof and for the respective periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007indicated therein, except as disclosed therein or in any subsequent SEC Reportotherwise noted therein, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect and except to the Group Companiesextent that any misstatement or omission therein, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, whether individually or in the aggregate, would not have a Material Adverse ChangeEffect. (iiib) Without limiting Except as and to the generality extent adequately provided for, accrued or reserved against in the unaudited consolidated balance sheet of the foregoing paragraph Company as at the Balance Sheet Date and the unaudited balance sheets as at the Balance Sheet Date of each of those Fleetmatics Entities which was at that date a subsidiary of the Company (ii)such balance sheets together with all related notes and schedules thereto, the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date none of the Most Recent Balance Sheet Fleetmatics Entities has any liability or obligation of any material nature arising out of, relating to or affecting any of the Fleetmatics Entities, whether accrued, absolute, contingent or otherwise, whether known or unknown and which are whether or not required by GAAP to be reflected in a balance sheet, sheet of any of the relevant Fleetmatics Entities or disclosed in the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contractexcept for liabilities and obligations, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 consistent with past practice as from the Balance Sheet Date. (none c) The books of which relates account and financial records of each of the Fleetmatics Entities pertaining to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually the Business have been prepared and are maintained in the aggregate, immaterialaccordance with sound accounting practice.

Financial Statements; No Undisclosed Liabilities. (ia) The financial Companies have delivered to the Purchaser their combined audited balance sheets as at December 31, 1997 (the "1997 Balance Sheet"), December 31, 1996 and December 31, 1995 and the related statements of 28 28 operations and retained earnings and of cash flows for the Company included in 12-month periods then ended (collectively, the SEC Reports "Full Year Financial Statements"). The Full Year Financial Statements have been prepared from the books and records of each of the Companies and in accordance with the applicable accounting requirements GAAP consistently applied and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during maintained throughout the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPindicated, and fairly present the combined financial condition, condition of the Companies as at their respective dates and the combined results of their operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accuratecovered thereby. (iib) Subsequent Except (i) to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein extent set forth in or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not reserved against in the ordinary course of business, 1997 Balance Sheet (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iiirelated notes thereto) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”)identified in Schedule 3.05 hereto, (ii) for current liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared (determined in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iiiGAAP) liabilities incurred in the ordinary course of business consistent with past practices since September 30the 1997 Balance Sheet Date, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authoritiesiii) and/or for liabilities and obligations under the Contracts and (iv) other for liabilities that areor obligations which have not had or would not be reasonably expected to have, individually and in the aggregate, immateriala Material Adverse Effect, the Companies do not have any liabilities or obligations of any nature, whether accrued, absolute or contingent or otherwise, whether due or to become due of a type which would currently be required to be reflected under GAAP on a balance sheet (or in the related notes thereto) as a liability or a charge or reserve against an asset or equity account.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) The financial statements the reviewed balance sheets of the Company included for the fiscal years ended as of 2018 and 2019 and the related reviewed statements of results of operations and cash flows of the Company, and (ii) the internally prepared balance sheets of the Company for the fiscal year ended as of December 31, 2020 and the related reviewed statements of results of operations and cash flows of the Company for such time period, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent accountants (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as of March 31, 2021 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), and the related statements of results of operations and cash flows, together with all related notes and schedules thereto (the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in the SEC Reports all material respects and have been prepared in accordance with the applicable accounting requirements books and the rules and regulations records of the Commission with respect thereto as in effect at the time of filing. Such financial statements Company, (ii) have been prepared in accordance with United States generally accepted accounting principles GAAP and have been applied on a consistent basis during throughout the periods involved indicated (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto thereto) and except that unaudited financial statements may not contain all footnotes required by GAAP, and (iii) fairly present the financial conditionposition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the dates thereof respective periods indicated therein, except as otherwise noted therein and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statementsthe Interim Financial Statements, to normal, immaterial, normal and recurring year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources adjustments that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, couldwill not, individually or in the aggregate, have a Material Adverse Changebe material. (iiib) Without limiting the generality There are no Liabilities of the foregoing paragraph Company other than Liabilities (ii), the Company has no liabilities a) reflected or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown reserved against on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (iib) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to incurred since the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none of the Company consistent with past practice and which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that areare not, individually and or in the aggregate, immaterialmaterial in amount, or (c) set forth on Schedule 3.6(b) of the Disclosure Schedules. (c) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with sound accounting practice. (d) The Company has implemented and maintains a system of internal control over financial reporting sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (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. (e) All documentation relating to the IRB has been disclosed to the Buyer and the Seller Parties are in full compliance with the IRB and all regulations, obligations, and Laws that relate thereto.

Financial Statements; No Undisclosed Liabilities. (ia) The consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 1998 that is attached hereto as Schedule 3.10(a) fairly presents the consolidated financial position of the Borrower and its Subsidiaries as of such date, in accordance with GAAP consistently applied (except as otherwise specifically indicated therein). The consolidated statements of income and cash flows of the Company included in the SEC Reports Borrower and its Subsidiaries that are attached hereto as Schedule 3.10(a) have been prepared in accordance conformity with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during through all the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, specifically indicated therein) and fairly present the financial condition, consolidated results of operations and cash flows of each of the Company Borrower and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurateindicated. (iib) Subsequent to the date The statement of net assets of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet ▇▇▇▇ Atlantic Mobile Tower Operations as of September 30, 2007 (1998 that is attached hereto as Schedule 3.10(b) fairly presents the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date net assets of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet▇▇▇▇ Atlantic Mobile Tower Operations as of such date, or the notes thereto, prepared in accordance with GAAP consistently applied (none except as otherwise specifically indicated therein). The statements of which relates to a breach revenues and direct expenses of contract▇▇▇▇ Atlantic Mobile Tower Operations for the year ended December 31, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in 1997 and the ordinary course of business since nine months ended September 30, 2007 1998 that are attached hereto as Schedule 3.10(b) have been prepared in conformity with GAAP applied on a consistent basis through all the periods involved (none except as otherwise specifically indicated therein) and fairly present the revenues and direct expenses of which relates the ▇▇▇▇ Atlantic Mobile Tower Operations for the periods indicated. (c) The consolidated balance sheet of the operations acquired pursuant to the Powertel Acquisition as of December 31, 1998 that is attached hereto as Schedule 3.10(c) fairly presents the net assets of the operations acquired pursuant to the Powertel Acquisition as of such date, in accordance with GAAP consistently applied (except as otherwise specifically indicated therein). The statement of revenue and direct expenses for such operations for the year ended December 31, 1998 that are attached hereto as Schedule 3.10(c) have been prepared in conformity with GAAP applied on a breach consistent basis through all the periods involved (except as otherwise specifically indicated therein) and fairly present the consolidated results of contractoperations of each of Powertel Inc. and its Subsidiaries for the periods indicated. (d) The unaudited statement of income of the assets acquired pursuant to the ▇▇▇▇ South Letter Agreement for the year ended December 31, breach 1998 that are attached hereto as Schedule 3.10(d) have been prepared in conformity with GAAP (except as to notes, year-end adjustments and other items indicated therein) and fairly present the income relating to such assets for the indicated period. (e) The pro forma consolidated statements of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and income included in the aggregate, immaterial.Schedule 3.10

Financial Statements; No Undisclosed Liabilities. (a) Schedule 3.16(a) contains true and complete copies of (i) The financial statements the audited combined balance sheets of the Company included in the SEC Reports have been prepared in accordance with the applicable accounting requirements CTG Companies as of May 27, 2007 and May 28, 2006 and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial related combined statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then endedyear ended May 27, subject2007 and May 28, 2006, including any notes thereto (the "Audited Financial Statements") and (ii) the unaudited combined balance sheets of the CTG Companies as of February 24, 2008 and the related combined statements of operations and cash flows for the quarterly period ended February 24, 2008 (the "Interim Fiscal Period Financials"). The Audited Financial Statements have been prepared in conformity with GAAP (except in each case as described in the notes thereto) and fairly present, in all material respects, the case financial condition and results of unaudited statementsoperations of the CTG Business as of the respective dates thereof and for the respective periods indicated therein. (b) The CTG Companies do not have any Liabilities that are required by GAAP to be reflected on the Audited Financial Statements and the Interim Fiscal Period Financials that are not reflected thereon other than: (i) Liabilities incurred since May 27, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included 2007 in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate.Ordinary Course of Business; (ii) Subsequent to Liabilities under the date of Related Agreements or incurred in connection with the Company’s unaudited financial statements (including balance sheet, income statement Contemplated Transactions and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby under the Related Agreements; (each of clauses iii) as set forth on Schedule 3.16(b); (A), (Biv) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, couldany other Liabilities which, individually or do not exceed $1,000,000, and, in the aggregate, have a Material Adverse Change.do not exceed $3,000,000; and (iiiv) Without limiting the generality liabilities of the foregoing paragraph (ii), type and in the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown amount that will be reflected on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Closing Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred included in the ordinary course determination of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialPurchase Price.

Financial Statements; No Undisclosed Liabilities. (ia) The financial Section 4.14 of the BridgeBio Disclosure Letter sets forth true, complete and correct copies of the unaudited consolidated balance sheets of each In-Scope Entity as of June 30, 2024, and the related unaudited consolidated statements of operations for the Company included in six (6) month period then ended (together, the SEC Reports “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP (consistently applied during the periods involved) and are in accordance with the accounting records of BridgeBio and its Subsidiaries, and present fairly, in all material respects, the financial condition and results of operations of each In-Scope Entity, as of the applicable accounting requirements date or period covered thereby, subject to (i) normal year-end adjustments, (ii) the absence of footnotes, and (iii) the rules exclusion of Excluded Assets and regulations Excluded Liabilities. (b) None of the Commission with respect thereto as in effect at Acquired Subsidiaries has any Liabilities of a type that would be required to be reflected on a balance sheet of the time of filing. Such financial statements have been Acquired Subsidiaries prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on Liabilities reflected (and reserved for in accordance with GAAP) in the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”)Financial Statements, (ii) liabilities under any agreements, contracts, commitments, licenses or leases which Liabilities that have arisen prior to after the date of the Most Recent Balance Sheet and which are not required to be reflected Financial Statements in a balance sheet, or the notes thereto, prepared in accordance with GAAP ordinary course (none of which relates to a breach of contractContract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tortmisappropriation, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authoritiesa Legal Proceeding) and/or and (iviii) other liabilities that areLiabilities that, individually and or in the aggregate, immaterialwould not be material to the Acquired Subsidiaries, taken as a whole.

Financial Statements; No Undisclosed Liabilities. (a) Copies of the following financial statements have been delivered to Parent or have been made available to Parent for its review and are set forth on Schedule 4.4(a): (i) The financial statements the audited consolidated balance sheet of the Company included in and as of December 31, 2018, and the SEC Reports related audited consolidated statements of operations, stockholders’ equity, and cash flows for the calendar year then ended, together with the notes thereto, together with the notes thereto (the “Audited Financial Statements”); and (ii) the unaudited consolidated balance sheet of the Company as of August 31, 2019 (such date, the “Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”), and the related unaudited consolidated statement of operations for the 8-month period then ended (the “Interim Financial Statements” and, collectively with the Audited Financial Statements, the “Company Financial Statements”). (b) Except as set forth on Schedule 4.4(b), the Audited Financial Statements (i) have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP, applied on a consistent basis during throughout the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPinvolved, and (ii) fairly present present, in all material respects, the financial conditionposition, and results of operations operations, stockholders’ equity, and cash flows of the Company and its Subsidiaries, on a consolidated Subsidiaries basis, as of the dates and for the dates thereof periods indicated. Except as set forth on Schedule 4.4(b), the Interim Financial Statements (i) have been prepared by management of the Company in accordance with GAAP, applied on a consistent basis throughout the periods involved (except for the absence of footnote disclosure and any year-end adjustments in the ordinary course of business consistent with past practice), and (ii) fairly and accurately present, in all material respects, the financial position, and results of operations operations, stockholders’ equity, and cash flows of the Company and its Subsidiaries, on a consolidated basis, as of the dates and for the periods then ended, subject, indicated. The Company Financial Statements were derived from the books and records of the Company. The transactions reflected in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statisticalCompany Financial Statements represent bona fide transactions, and market the revenues, expenses, assets and industry-related data included in the SEC Reports are based on or derived from sources that Liabilities of the Company reasonably believes to be reliable and accurateits Subsidiaries have been properly recorded therein in accordance with GAAP in all material respects. (c) Neither the Company nor any of its Subsidiaries have any Liabilities of any nature that are required to be reflected in the Company Financial Statements in accordance with GAAP other than (i) those set forth or adequately provided for on the Company Balance Sheet, (ii) Subsequent to those incurred in the date conduct of the Company’s unaudited financial statements business since the Balance Sheet Date in the ordinary course of business that are of the type that ordinarily recur and, individually or in the aggregate, are not material in nature or amount to the Company and its Subsidiaries, taken as a whole, and do not result from any breach of Contract or warranty or from any infringement, tort or violation of applicable Law, (iii) executory obligations pursuant to the express terms of any Contract that do not result from any breach of such Contract and (iv) those Liabilities incurred by the Company in connection with the execution of this Agreement (including Selling Expenses). Except for Liabilities reflected in the Financial Statements, the Company has no off-balance sheetsheet Liability required to be reflected in the Company Financial Statements in accordance with GAAP to any third parties or entities, income statement 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. Without limiting the generality of the foregoing, the Company is not the guarantor of any Indebtedness of any Person other than its Subsidiaries. (d) Schedule 4.4(d) sets forth the names and statement locations of cash flowsall banks and other financial institutions at which the Company or its Subsidiaries maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) filed The accounts receivable of the Company and its Subsidiaries (the “Accounts Receivable”) as reflected on the Company Balance Sheet and as will be reflected in the Estimated Closing Statement, arose in the ordinary course of business and represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the nine-month book amounts thereof within a time period ended September 30consistent with past practice relating thereto, 2007, except as disclosed therein less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet or in the Estimated Closing Statement, 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 reasonably sufficient to provide for any subsequent SEC Reportlosses that may be sustained on realization of the applicable Accounts Receivable. The Accounts Receivable arising after the Balance Sheet Date and before the Closing Date, including all Accounts Receivable reflected in the Net Working Capital, (Ai) none of the Group Companies has incurred any liabilities, direct arose or contingent or has entered into any transactions not shall arise in the ordinary course of business, (Bii) there has not been any decrease in the Capital Stock represented or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any shall represent bona fide claims against debtors for sales and other distribution with respect to the Group Companies, charges; and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting have been collected or are collectible in the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in book amounts thereof within a balance sheet, or the notes time period consistent with past practice relating thereto, prepared 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. As of the Agreement Date, none of which relates the Accounts Receivable are subject to a breach any claim of contractoffset, breach recoupment, set-off or counter-claim and, to the Company’s Knowledge, there are no facts or circumstances (whether asserted or unasserted) that would give rise to any such claim. No material amount of warrantyAccounts 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 Lien on any Accounts Receivable, tortand no agreement for deduction or discount has been made with respect to any such Accounts Receivable. Schedule 4.4(e) sets forth, infringementas of the Agreement Date, environmentalan aging of the Accounts Receivable in the aggregate and by customer. Schedule 4.4(e) sets forth, health as of the Agreement Date, such amounts of Accounts Receivable that are subject to asserted warranty claims by customers. (f) Each item of Inventory of the Company or safety matterits Subsidiaries (i) is free of any material defect or deficiency; (ii) is in good, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred usable and currently marketable condition in the ordinary course of business since September 30consistent with past practice (subject, 2007 in the case of raw materials and work-in-process, to the completion of the production process); and (none iii) is properly reflected in the books and records at the lesser of which relates cost and fair market value, with adequate obsolescence reserves, all as determined in accordance with GAAP consistently applied. Since the Balance Sheet Date, there have not been any write-downs of the value of, or establishment of any reserves against, any Inventory of the Company or any of its Subsidiaries, except for write-downs and reserves in the ordinary course of business consistent with past practice. (g) The Company has established and maintains a system sufficient in all material respects to a breach provide reasonable assurances (i) that transactions, receipts and expenditures of contractthe Company and its Subsidiaries are being executed and made only in accordance with appropriate authorizations of management and their board of directors or partners; (ii) that transactions are recorded as necessary (x) to permit preparation of financial statements consistent with prior periods and (y) to maintain accountability for the material assets of the Company and its Subsidiaries; (iii) regarding prevention or timely detection of unauthorized acquisition, breach use or disposition of warranty, tort, infringement, environmental, health or safety matter, violation the material assets of Law or proceeding brought by Governmental Authorities) and/or the Company and its Subsidiaries; and (iv) other liabilities that are, individually the amount recorded for material assets of the Company or any of its Subsidiaries on the books and in records of the aggregate, immaterialCompany are compared with the existing material assets of the Company and its Subsidiaries at reasonable intervals and appropriate action is taken with respect to any differences.

Financial Statements; No Undisclosed Liabilities. (a) Attached as Schedule 3.4(a) of the Company Disclosure Schedules are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) The financial statements the audited balance sheet of the Company included 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 SEC Reports 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”); 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 three-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) have been prepared from the books and records the Company; (ii) have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved (“GAAP”)indicated, except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (iii) fairly present, in all footnotes required by GAAPmaterial respects, and fairly present the financial condition, results of operations and cash flows position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the its results of operations and cash flows for the periods then ended, subject, except in the case each of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. clauses (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (Ciii): (w) there has not been any material adverse change in the propertiesas otherwise noted therein, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) that the condition of the industry of the Company that Unaudited Financial Statements do not disproportionately affect the Companyinclude footnotes, schedules, statements of equity and statements of cash flow and disclosures required by GAAP, (y) that the failure Audited Financial Statements and the Unaudited Financial Statements have not been prepared in accordance with Regulation S-X of the Company to meet its financial projections SEC or the standards of the PCAOB and (z) that the Unaudited Financial Statements do not include all year-end adjustments required by GAAP, in each case of clauses (x), (y) or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely which are not expected to occur in the foreseeable future, which if it were to occur, couldbe material, individually or in the aggregate, have a Material Adverse Changein 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 Company. (c) The books of account and other financial records of the Company have been kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Company have been properly recorded therein in all material respects. The 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) Without limiting the generality amount recorded for assets on the books and records of the foregoing paragraph 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) neither the Company, nor, to the Knowledge of the Company, any director, manager, officer, employee, auditor or accountant of the Company, has received or otherwise had or obtained any knowledge of any written complaint, allegation, assertion or claim regarding the Company’s accounting or auditing practices, procedures, methodologies or methods or its internal accounting controls, including any such complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices, and (ii)) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, or general counsel of the Company. (e) Except as set forth on Schedule 3.4(e) of the Company Disclosure Schedules, the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as does not have any Liabilities of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date nature whatsoever in excess of the Most Recent Balance Sheet and which are not $25,000 that would be required to be reflected in a balance sheet, or the notes thereto, on an Unaudited Financial Statement prepared in accordance with GAAP GAAP, except (i) Liabilities reflected in or reserved against in the Financial Statements or identified in the notes thereto; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which relates to a results from or was caused by any breach of contract, breach of warranty, tort, Contract or infringement, environmental, health misappropriation or safety matter, violation of Applicable Laws or proceeding brought Law by Governmental Authoritiesthe Company), ; (iii) liabilities incurred Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the Company of its obligations hereunder or thereunder, other than those arising in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health compliance with Section 5.1; or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) for the Transaction Expenses, including fees, costs and expenses for advisors and Affiliates of the Company, including with respect to legal, accounting or other liabilities that areadvisors incurred by the Company in connection with the Transactions. (f) To the Company’s Knowledge, individually and no employee of the 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. Neither the Company, nor, to the Company’s Knowledge, any officer or employee of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company in the aggregate, immaterialterms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a). (g) The Company does not maintain 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) The Purchaser has delivered to the Seller (i) The audited financial statements of for the Company included in fiscal-year ended December 31, 2007 and (ii) unaudited financial statements for the SEC Reports seven-months ended July 31, 2008 (collectively, the “Purchaser Financial Statements”). The Purchaser Financial Statements have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved covered thereby (“GAAP”), except unless as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, disclosed therein) and fairly present in all material respects the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof position and the results of operations of the Purchaser as of the dates and cash flows for during the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007indicated therein, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and unaudited Purchaser Financial Statements for (Ci) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company normal year-end adjustments that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, couldare not, individually or in the aggregate, have a Material Adverse Changematerial, and (ii) the omission of accompanying notes and schedules. (iiib) Without limiting Except as reflected in the generality of the foregoing paragraph (ii)Purchaser Financial Statements, the Company Purchaser has no liabilities liabilities, obligations, indebtedness, expenses, claims, guarantees or obligations endorsements of any type (whether actual, accrued, absolute, fixed, contingent, liquidatedmatured, unliquidated unmatured or otherwise, and whether due or ) that are required by GAAP to become duebe set forth on the balance sheet (the “Purchaser Liabilities”), except for (i) liabilities or obligations shown on Purchaser Liabilities incurred since the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred Date in the ordinary course of business since September 30the business, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health consistent with past practice during the period covered by the Purchaser Financial Statements or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialare not material.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) The financial the unaudited combined and combining statements of assets and liabilities for each Target owned by a Seller as at December 31, 2011, and the Company included in related unaudited combined and combining statements of revenues and expenses for each such Target for the SEC Reports period then ended, and (ii) the unaudited combined and combining statements of assets and liabilities for each Target owned by such Seller as at June 30, 2012 (the “Interim Balance Sheets”), and the related unaudited combined and combining statements of revenues and expenses for each Target for the period then ended (collectively referred to as the “Financial Statements”), shall be made available to the Buyer within five Business Days after the date hereof. The Financial Statements (i) have been prepared based on the books and records of such Target (except as may be indicated in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements notes thereto), (ii) have been prepared in accordance with on either a modified United States generally accepted federal income tax basis of accounting principles or GAAP, as applicable, applied on a consistent basis during throughout the periods involved indicated (“GAAP”), except as may be indicated in the notes thereto) and (iii) fairly reflect, in all material aspects, the assets, liabilities and results of operations of such Target, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise specified noted therein. (b) There are no debts, liabilities or obligations of any Target owned by a Seller or any Subsidiary thereof of any nature, whether accrued or of a contingent nature, that would be required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such financial statements debts, liabilities or obligations (i) reflected or reserved against on the Interim Balance Sheets or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPthereto, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date set forth in Section 3.7(b) of the Company’s unaudited financial statements Seller Disclosure Schedule, or (including balance sheet, income statement and statement of cash flowsiii) filed for the nine-month period ended September 30, 2007, except as disclosed therein incurred by such Target or Subsidiary in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the its ordinary course of businessbusiness since June 30, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could2012 that, individually or in the aggregate, have not resulted in or would not reasonably be expected to result in a Material Adverse ChangeEffect. (iiic) Without limiting The Sellers shall provide to the generality Buyer within five Business Days of the foregoing paragraph date hereof (i) available schedules reflecting for each month of 2010, 2011 and 2012 year-to-date all operating and capital expenditures and income, and (ii) available rent rolls for each of the Properties. To the Knowledge of the Sellers, such schedules and rent rolls are true and complete in all material respects. (d) As of the date the parties mutually determine the prorations and adjustments pursuant to Section 2.5(a), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on schedules provided by the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior Sellers to the date Buyer in connection therewith will include a complete and correct list of all obligations, liabilities and expenses of the Most Recent Balance Sheet and which Properties that are not required to be reflected the subject of the applicable Closing in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none excess of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterial$10,000 for any individual Property.

Financial Statements; No Undisclosed Liabilities. (a) Attached hereto at Section 5.4(a) of the Seller Disclosure Schedule are correct and complete copies of the (i) The financial audited balance sheet, income statements and cash flow statements of the Company included in Business as of December 31, 2011 (Successor) and for the SEC Reports period of November 4, 2011 through December 31, 2011 (Successor), the period of January 1, 2011 through November 3, 2011 (Predecessor) (the “Audited Financial Statements”), (ii) an unaudited contribution margin profit and loss statement of the Business for the six-month period ended June 30, 2012, and (iii) the unaudited revenue of the Business for the one-month period ended July 31, 2012 (collectively with the Audited Financial Statements, the “Financial Statements”). The Audited Financial Statements have been prepared in accordance with the applicable accounting requirements GAAP and fairly present in all material respects and the rules financial condition and regulations results of operations of the Commission Business as of the respective dates of and for the periods referred to therein in accordance with respect thereto as in effect at Rule 3-05 of Regulation S-X. Except for the time absence of filing. Such financial statements footnotes and year-end adjustments (none of which, if made, would be material) and that the other Financial Statements utilize budgeted foreign currency exchange rates to translate such Financial Statements into U.S. Dollars, the other Financial Statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, GAAP and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and in all material respects the results of operations and cash flows of the Business for the periods then endedreferred to therein. Except as set forth in Section 5.4(a) of the Seller Disclosure Schedule, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, contribution margin profit and market and industry-related data loss statements included in the SEC Reports are based on Financial Statements do not reflect the operations of any material entity or derived from sources business not intended to constitute a part of the Business after giving effect to all such transactions and reflect all material direct and indirect costs and expenses that historically have been incurred by or allocated to the Company Business reasonably believes to be reliable and accuratein a manner consistent with past practices. (iib) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flowsExcept as set forth on Section 5.4(b) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which may have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities been incurred in the ordinary course of business since September 30December 31, 2007 2011, or (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authoritiesii) and/or (iv) other liabilities that are, individually and as will be included in the aggregatecalculation of the Modified Working Capital, immaterialthere are no material Liabilities or Indebtedness affecting the Business or the Purchased Assets that are not reflected in or reserved against in the Financial Statements (including the notes thereto).

Financial Statements; No Undisclosed Liabilities. (a) Attached as Schedule 3.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) The financial the audited consolidated balance sheet of Archaea and its Subsidiaries as of December 31, 2018 and December 31, 2019 and the related audited consolidated statements of comprehensive loss, cash flows and members’ equity for the Company included in fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the SEC Reports reports thereon of Archaea’s independent auditors (which reports shall be unqualified) (the “Audited Financial Statements”); and (ii) the unaudited consolidated balance sheet of Archaea and its Subsidiaries as of December 31, 2020 (the “Unaudited Balance Sheet”) and the related unaudited consolidated statements of comprehensive loss, cash flows for the 12 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), the Financial Statements (i) have been prepared from the books and records of the Group Companies; (ii) have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved (“GAAP”)indicated, except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPsubject, and fairly present in the financial condition, results of operations and cash flows case of the Company Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (iii) fairly present, in all material respects, the consolidated financial position of Archaea and its consolidated Subsidiaries as of and for the dates thereof and the its consolidated results of operations and cash flows for the periods then ended, ended (subject, in the case of unaudited statementsthe Unaudited Financial Statements, to normal, immaterial, the absence of footnotes and year-end audit adjustments. All other financial, statistical, and market and industry-related data included none of which would be expected to be material (in nature or amount) individually or in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurateaggregate). (iic) Subsequent to The books of account and other financial records of each Group Company have been kept accurately in all material respects in the date Ordinary Course of Business, the Company’s unaudited financial statements (including balance sheettransactions entered therein represent bona fide transactions, income statement and statement of cash flows) filed for the nine-month period ended September 30revenues, 2007expenses, except as disclosed therein or in any subsequent SEC Report, (A) none assets and liabilities of the Group Companies have been properly recorded therein in all material respects. Each Group Company has incurred 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 liabilitiesdifference (collectively, direct “Internal Controls”). (d) Archaea has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or contingent or has entered into any transactions not material weakness in the ordinary course system of businessInternal Controls utilized by the Group Companies; (ii) any fraud, whether or not material, that involves the Group Companies’ management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Group Companies; or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to materially and adversely affect the Group Companies’ ability to record, process, summarize and report financial information. (e) Except for the Transaction Expenses, the transactions contemplated by the Pre-Closing Reorganization, Liabilities incurred since the Latest Balance Sheet Date and Liabilities set forth on Schedule 3.4(e), (i) (A) the Company has not conducted and does not conduct any material business or engage in any material activities other than those directly related to holding 100% of the limited liability company interests of the Company Subsidiaries, (B) there the Group Companies have no Liabilities in excess of $250,000 in the aggregate that would be required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP and (ii) the Company (A) was formed solely for the purpose of holding 100% of the limited liability company interests of the Company Subsidiaries, (B) has not been conducted any decrease material business or engaged in any material activities other than those directly related to holding 100% of the limited liability company interests of the Company Subsidiaries, (C) has never engaged in any other activities other than incident to its ownership of the Company Subsidiaries and (D) has no Liabilities in excess of $250,000 in the Capital Stock aggregate that would be required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP. (f) Except as set forth on Schedule 3.4(f), no Group Company has any Liabilities of any nature whatsoever in excess of $250,000 in the aggregate that would be required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP, except (i) Liabilities expressly set forth in or reserved against in the Financial Statements or identified in the notes thereto; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any increase breach of Contract or, infringement or violation of Law); (iii) Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the Group Companies of their respective obligations hereunder or thereunder, other than those arising in long-term indebtedness compliance with Section 5.1; or any increase in short-term indebtedness (iv) for fees, costs and expenses for advisors and Affiliates of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution including with respect to the Group Companieslegal, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities accounting or condition (financial or otherwise) of other advisors incurred by the Group Companies taken as a whole; excluding any changes caused in connection with the transaction contemplated by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse ChangeAgreement. (iiig) Without limiting No Group Company maintains any “off-balance sheet arrangement” within the generality meaning of Item 303 of Regulation S-K of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialSecurities Exchange Act.

Financial Statements; No Undisclosed Liabilities. (a) Attached as Schedule 3.4(a) are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) The financial statements the audited consolidated balance sheet of the Company included in and its Subsidiaries as of December 31, 2020 and December 31, 2021 and the SEC Reports related audited consolidated statements of comprehensive loss, cash flows and members’ equity 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”); and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Latest Balance Sheet Date (the “Unaudited Balance Sheet”) and the related unaudited consolidated statements of comprehensive loss, cash flows for the nine 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), the Financial Statements (i) have been prepared from the books and records of the Group Companies; (ii) have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved (“GAAP”)indicated, except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (iii) fairly present, in all material respects, the consolidated financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the their consolidated results of operations and cash flows for the periods then ended, subject, except in the case each of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. clauses (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (Ciii): (w) there has not been any material adverse change in the propertiesas otherwise noted therein, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) that the condition of the industry of the Company that Unaudited Financial Statements do not disproportionately affect the Companyinclude footnotes, schedules, statements of equity and statements of cash flow and disclosures required by GAAP, (y) that the failure Audited Financial Statements and the Unaudited Financial Statements have not been prepared in accordance with Regulation S-X of the Company to meet its financial projections SEC or the standards of the PCAOB and (z) that the Unaudited Financial Statements do not include all year-end adjustments required by GAAP, in each case of clauses (x), (y) or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely which are not expected to occur in the foreseeable future, which if it were to occur, couldbe material, individually or in the aggregate, have a Material Adverse Changein amount or effect. (iiic) Without limiting The books of account and other financial records of each Group Company have been kept accurately in all material respects in the generality Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the foregoing paragraph (ii), the Group Companies have been properly recorded therein in all material respects. Each Group Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, devised and whether due or maintains a system of internal accounting policies and controls sufficient to become due), except for provide reasonable assurances that (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), transactions are executed in all material respects in accordance with management’s authorization; (ii) liabilities under 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 agreementsdifference (collectively, contracts“Internal Controls”). (d) The Company has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or material weakness in the system of Internal Controls utilized by the Group Companies; (ii) any fraud, commitmentswhether or not material, licenses that involves the Group Companies’ management or leases which other employees who have arisen prior to a role in the date preparation of financial statements or the Internal Controls utilized by the Group Companies; or (iii) any claim or allegation regarding any of the Most Recent Balance Sheet foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to materially and which are not adversely affect the Group Companies’ ability to record, process, summarize and report financial information. (e) Except as set forth on Schedule 3.4(e), no Group Company has any Liabilities of any nature whatsoever in excess of $250,000 that would be required to be reflected in a balance sheet, or the notes thereto, on an Unaudited Financial Statement prepared in accordance with GAAP GAAP, except (i) Liabilities reflected in or reserved against in the Financial Statements or identified in the notes thereto; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, arises out of, relates to a to, is in the nature of, or was caused by any breach of contractContract or, breach of warranty, tort, infringement, environmental, health infringement or safety matter, violation of Applicable Laws or proceeding brought by Governmental AuthoritiesLaw), ; (iii) liabilities incurred Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the Company of its obligations hereunder or thereunder, other than those arising in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health compliance with Section 5.1; or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/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 liabilities that are, individually and advisors incurred by the Group Companies in connection with the aggregate, immaterialtransaction contemplated by this Agreement. (f) 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) Section 6.05(a) of the Cargill Disclosure Schedule contains (i) The the audited consolidated balance sheet and statement of operations and cash flows as of and for the year ended May 31, 2003 for the operations of the Cargill Fertilizer Businesses, together with the appropriate notes to such financial statements, accompanied by the report thereon of KPMG LLP, independent public accountants, and (ii) the unaudited combined balance sheet and statement of operations and cash flows as of and for the six-month period ended November 30, 2003 for the operations of the Cargill Fertilizer Businesses (the financial statements of referred to in clauses (i) and (ii) are collectively referred to herein as the Company included “Cargill Financial Statements”). The Cargill Financial Statements comply as to form in the SEC Reports all material respects with applicable accounting requirements, have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, thereto) and fairly present the financial condition, results of operations and cash flows condition of the Company and its consolidated Subsidiaries ▇▇▇▇▇▇▇ Fertilizer Businesses as of and for the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, ended (subject, in the case of unaudited statements, to normal, immaterial, the absence of footnote disclosure and to normal and recurring year-end audit adjustments). All other financialFor purposes of this Section 6.05(a), statistical, the Cargill Financial Statements include the Affiliated CFJVs and market and industry-related data included in the SEC Reports are based on or derived from sources that equity interests of the Company reasonably believes to be reliable and accurateUnaffiliated CFJVs. (iib) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for Except (i) liabilities or obligations shown on as set forth in the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”)Cargill Financial Statements, (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities as incurred in the ordinary course of business since September 30May 31, 2007 2003 and (none iii) as may arise out of which relates to a breach or in connection with this Agreement and the transactions contemplated hereby, the ▇▇▇▇▇▇▇ Fertilizer Businesses do not have any liabilities or obligations of contractany nature (whether accrued, breach of warrantyabsolute, tort, infringement, environmental, health contingent or safety matter, violation of Law otherwise) that individually or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregateaggregate would reasonably be expected to have a Cargill Material Adverse Effect. (c) Section 6.05(c) of the Cargill Disclosure Schedule lists, immaterialand Cargill has delivered to IMC copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC) effected by Cargill or its Subsidiaries relating to the Cargill Fertilizer Businesses since January 1, 2003. (d) To the knowledge of Cargill without independent investigation, there are no pending or threatened claims, suits, actions or proceedings seeking damages against Cargill or its Subsidiaries involving a material business or facility formerly owned by or used primarily in the ▇▇▇▇▇▇▇ Fertilizer Businesses that would reasonably be expected to result in a Cargill Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) The financial the consolidated audited balance sheet of Seller as at December 31, 2021, and the related consolidated statements of results of operations and cash flows of Seller together with all related notes and schedules thereto, and (ii) the Company included consolidated unaudited balance sheet of Seller as at March 31, 2022, June 30, 2022, September 30, 2022, and December 31, 2022 and the related consolidated statements of results of operations and cash flows of Seller together with all related notes and schedules thereto (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Media Business as at January 31, 2023 (the “Balance Sheet”), and the related consolidated statements of results of operations and cash flows, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.11(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (A) has been prepared based on the books and records of the Seller (except as may be indicated in the SEC Reports have notes thereto), (B) has been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved indicated (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto thereto) and except that unaudited (C) fairly presents, in all material respects, the consolidated financial statements may not contain all footnotes required by GAAP, and fairly present the financial conditionposition, results of operations and cash flows of the Company and its consolidated Subsidiaries Seller as of at the respective dates thereof and for the dates thereof respective periods indicated therein, except as otherwise noted therein and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statementsthe Interim Financial Statements, to normal, immaterial, normal and recurring year-end audit adjustments. All other financialadjustments and the absence of notes that will not, statistical, and market and industry-related data included individually or in the SEC Reports are based on or derived from sources that the Company reasonably believes to aggregate, be reliable and accuratematerial. (iib) Subsequent Except (A) as set forth on Section 3.11(a) of the Disclosure Schedules and (B) as and to the extent adequately accrued or reserved against in the reviewed balance sheet of the Seller as at the date of the Company’s unaudited financial statements Balance Sheet, there are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Seller of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (including balance sheet, income statement and statement of cash flowsi) filed for reflected or reserved against on the nine-month period ended September 30, 2007, except as disclosed therein Financial Statements or in any subsequent SEC Reportthe notes thereto, (Aii) none incurred since the date of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not Balance Sheet in the ordinary course of business, (Biii) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companiesfor Taxes, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (Civ) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, couldwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse ChangeEffect. (iiic) Without limiting The gross revenue billed by the generality Seller’s business is in excess of Forty Million Dollars ($40,000,000) for calendar year 2022 and on a pro-rated basis based upon Seller’s knowledge of the foregoing paragraph state of its business as of the Closing Date, Seller reasonably believes that the Seller’s business shall bill the same or greater gross revenue for calendar year 2023. (ii), d) The net income collected from the Company has no liabilities or obligations Seller’s business is approximately Four Million Dollars (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise$4,000,000) for calendar year 2022, and whether due or to become due), except for (i) liabilities or obligations shown on a pro-rated basis based upon Seller’s knowledge of the balance sheet state of its business as of September 30the Closing Date, 2007 Seller reasonably believes that the Seller’s business shall collect the same or more net revenue for calendar year 2023. (e) The aggregate expenses and liabilities of the “Most Recent Balance Sheet”)Seller’s business, including accounts payable, as of January 31, 2023, is approximately Three Million Dollars ($3,000,000) as further detailed in the Financial Statements. (f) Seller’s aggregate business recorded accounts receivables greater than Seven Million Dollars ($7,000,000) as of December 31, 2022. (g) Seller’s business generated cash flow of approximately Three Million Dollars ($3,000,000) per month throughout calendar year 2022, and based upon Seller’s knowledge of the state of its business through the Closing Date, Seller reasonably believes that the Seller’s business shall bill the same or more cash flow through the Closing Date. (h) Since November 1, 2022, (iiA) liabilities under any agreementsthe Seller has conducted itself, contractsin all respects, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 consistent with past practice and (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental AuthoritiesB) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialthere has not occurred any Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (ia) The consolidated financial statements of the Company and OpCo (including, in each case, any notes and schedules thereto) with respect to periods commencing on or after January 1, 2001, included in the Company SEC Reports have been Documents (i) were prepared from the books and records of the Company and its Subsidiaries, (ii) comply as to form in accordance all material respects with the applicable accounting requirements and the rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been thereto, (iii) were prepared in accordance with United States generally accepted accounting principles as in effect as of the dates of such financial statements ("GAAP"), 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) during the periods involved and (“GAAP”)iv) fairly present, except as may be otherwise specified in such all material respects, the consolidated financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows position of the Company or OpCo, as the case may be, and their respective and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, ended (subject, in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports adjustments (that are based on or derived from sources that the Company reasonably believes not expected to be reliable and accuratematerial in amount)). (iib) Subsequent Neither the Company nor its Subsidiaries have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) and whether or not required by GAAP to be reflected in the audited financial statements of the Company and its Subsidiaries except those liabilities and obligations (a) disclosed (but only to the date extent reserved against) in the consolidated balance sheet (the "Consolidated Balance Sheet") of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed Company included in its Annual Report on Form 10-K for the nineyear ended December 31, 2003 (the "Company 10-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC ReportK"), (Ab) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease business consistent with past practice or in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution connection with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby by this Agreement, since December 31, 2003 or (each of clauses (A), (Bc) which do not have and (C), a “Material Adverse Change”). There is no event that is would not reasonably likely be expected to occur in the foreseeable future, which if it were to occur, couldhave, individually or in the aggregate, have a Company Material Adverse ChangeEffect. (iiic) Without limiting the generality Each of the foregoing paragraph Company and each of its Subsidiaries maintains in all material respects (ii)A) accurate books and records reflecting its assets and liabilities and (B) proper and adequate internal accounting controls which provide assurance, to the Company has no liabilities or obligations (whether actualextent required by Law, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for that (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), transactions are executed with management's authorization; (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Company and OpCo and to maintain accountability for the Company's and OpCo's consolidated assets; (iii) access to the date of the Most Recent Balance Sheet Company's and which are not required to be reflected in a balance sheet, or the notes thereto, prepared OpCo's assets is permitted only in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or management's authorization; (iv) the reporting of the Company's and OpCo's assets is compared with existing assets at regular intervals; and (v) accounts, notes and other liabilities that arereceivables and inventory are recorded accurately, individually and in proper and adequate procedures are implemented to effect the aggregate, immaterialcollection thereof on a current and timely basis.

Financial Statements; No Undisclosed Liabilities. (a) The Seller has delivered to the Purchaser a copy of (i) The unaudited financial statements of FPM as of June 30, 1996 and 1997 consisting in each case of an unaudited consolidated balance sheet at such respective date and the Company related unaudited consolidated statement of income for the applicable twelve (12) month period then ended and (ii) an unaudited consolidated balance sheet of FPM as at February 28, 1998 (the "FPM Balance Sheet") and the related unaudited consolidated statement of income for the eight (8) month period then ended (collectively, the "Financial Statements"). The Financial Statements are included as a part of Schedule 2.04. The Financial Statements (but only to the ------------- knowledge of the Seller with respect to the Financial Statements described in Section 2.04(a)(i) above) present fairly in all material respects the SEC Reports financial position of FPM and the results of operations of FPM, in each case on a consolidated basis, as at the respective dates and for the respective periods covered thereby. The Financial Statements (but only to the knowledge of the Seller with respect to the Financial Statements described in Section 2.04(a)(i) above) have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof absence of (i) a statement of cash flows, (ii) footnotes and the results of operations and cash flows for the periods then ended, subject, (iii) in the case of unaudited statementsthe February 28, to normal, immaterial1998 Financial Statements, year-end audit adjustments) and were prepared from the books and records of FPM. All other financialAs of February 28, statistical1998, and market and industry-related data FPM owned, directly or indirectly all of the assets included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurateFPM Balance Sheet. (iib) Subsequent to the date of the Company’s unaudited financial statements (including balance sheetExcept as set forth in Schedule 2.04 hereto, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in no Group Member has ------------- any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (of any nature, whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated contingent or otherwise, and whether due or to become due), required under GAAP (except for the absence of (i) a statement of cash flows, (ii) footnotes and (iii) in the case of the February 28, 1998 Financial Statements, year-end adjustments) to be set forth or reserved against on a consolidated balance sheet of FPM, except for for: (i) liabilities or obligations shown on set forth or reserved against in the balance sheet as of September 30, 2007 (the “Most Recent FPM Balance Sheet”), ; and (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities obligations incurred in the ordinary course of business since September 30February 28, 2007 1998. (none c) Except for the intercompany obligations to be cancelled and eliminated as set forth in Section 1.06 hereof and except for indebtedness for borrowed money among Group Members, as of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authoritiesthe Closing no Group Member will have any indebtedness for borrowed money. (d) and/or (iv) other liabilities Schedule 2.04 expressly itemizes all "one-time" adjustments that are, individually and ------------- have been made in the aggregateperiod covered by the February 28, immaterial1998 Financial Statements. (e) The February 28, 1998 Financial Statements do not include any revenues or expenses attributable to the operations of the clinics in the State of Utah formerly operated by the Group Members or any revenues or expenses since January 1, 1998 attributable to the operation of certain clinics in the State of Florida formerly operated by the Group Members. The February 28, 1998 Financial Statements do include the revenues and expenses attributable to the operation of clinics in the State of Arizona by the Group Members which operations have been discontinued and such clinics closed prior to the Effective Date.

Financial Statements; No Undisclosed Liabilities. (ia) The True, correct and complete copies of the audited consolidated financial statements consisting of the balance sheets and related statements of income, cash flows and stockholders’ equity of the Company included as of and for the fiscal years ended December 31, 2022, 2023 and 2024 (including any related notes thereto and the related reports of the independent public accountants) (collectively, the “Company Financial Statements”) are set forth in Section 3.7 of the SEC Reports have Company Disclosure Schedule. The Company Financial Statements are based on the books and records of the Company and its Subsidiaries and fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as of the dates indicated therein and the results of the operations of the Company and its Subsidiaries for the periods covered thereby. Each of the Company Financial Statements has been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accuratecovered thereby. (iib) Subsequent to Except for those liabilities and obligations (a) as reflected in, reserved against or disclosed in the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC ReportCompany Financial Statements, (Ab) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none the date of which relates to a breach the most recent consolidated balance sheet of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and the Company included in the aggregateCompany Financial Statements or (c) incurred under this Agreement or in connection with the transactions contemplated hereby, immaterialthe Company Group has no liabilities or obligations of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued) of a type required to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (or in the notes thereto) prepared in accordance with GAAP, other than those that would not reasonably be expected to have a Company Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer its audited, consolidated financial statements for the fiscal year ended December 31, 2024, its reviewed consolidated financial statements for the six month period ended June 30, 2025, and its unaudited and unreviewed consolidated financial statements for the nine month period ended September 30, 2025 (including, in each case, balance sheets, statements of operations and statements of cash flows and notes) (collectively, the “Financial Statements”), which are included as Schedule ‎2.4‎(a) of the Company Disclosure Letter. The Financial Statements (i) The financial statements of the Company included in the SEC Reports have been prepared are derived from and in accordance with the books and records of the Company and its Subsidiary, (ii) complied as to form with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect of their respective dates, (iii) fairly and accurately present the consolidated financial condition of the Company and its Subsidiary at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during dates therein indicated and the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows Subsidiary for the periods then ended, therein specified (subject, in the case of unaudited interim period financial statements, to normal, immaterial, normal recurring year-end audit adjustments. All other financial, statisticalnone of which individually or in the aggregate will be material in amount), (iv) are true, correct and complete, (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements (which would not be material individually or in the aggregate if disclosed or recorded and which are expected to be consistent with past practice), applied on a consistent basis throughout the periods involved, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. (iivi) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not have been kept accurately in the ordinary course of business, (B) there has not been any decrease business consistent in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution all material respects with respect to the Group CompaniesIsraeli Law. No basis exists that would require, and (C) there has not been any material adverse change in the propertiesno circumstance exists that would reasonably be expected to require, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation restate any of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse ChangeFinancial Statements. (iiib) Without limiting the generality of the foregoing paragraph (ii), Neither the Company nor the Subsidiary has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for any Liabilities of any nature other than (i) liabilities those set forth or obligations shown on adequately provided for in the balance sheet included in the Financial Statements as of June 30, 2025 and of September 30, 2007 2025 (such date, the “Most Recent Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to those incurred in the date conduct of the Most Recent Company’s and its Subsidiary’s business since the Company Balance Sheet and which Date in the ordinary course consistent with past practice that are of the type that ordinarily recur and, individually or in the aggregate, are not required to be 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 its Subsidiary in connection with the execution of this Agreement or the Transactions, including, for the avoidance of doubt, the Transaction Expenses. Except for Liabilities reflected in a the Financial Statements, neither the Company nor the Subsidiary has any off-balance sheetsheet Liability of any nature to, or any financial interest in, any third parties or entities, the notes theretopurpose or effect of which is to defer, prepared postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company and its 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 the Subsidiary has ever guaranteed any debt or other obligation of any other Person. (none 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 such Liability, the agreement governing such Liability and the interest rate, maturity date, and any assets securing such Liability, including the Outstanding Shareholders Loan. (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 relates to a breach of contractthe Company and its Subsidiary maintain an account (whether checking, breach of warranty, tort, infringement, environmental, health savings or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authoritiesotherwise), (iii) liabilities incurred in lock box or safe deposit box, and the ordinary course account numbers thereof and the names of business since September 30, 2007 (none of which relates all Persons authorized to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialmake withdrawals therefrom.

Financial Statements; No Undisclosed Liabilities. (ia) The financial Set forth in Section 4.5 of the Seller Disclosure Schedule are (a) the audited consolidated balance sheet of the Business as of December 31, 2013 and the related statements of income and cash flows for the Company included in fiscal year ended on December 31, 2013 and (b) the SEC Reports unaudited consolidated balance sheet as of December 31, 2014 (the “Balance Sheet Date”) and the related statements of income and cash flows for the 12 month fiscal period ended on such date (collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with from the applicable accounting requirements Books and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, Records and fairly present in all material respects the financial condition, position of the Business as of the indicated dates and the results of operations and cash flows of the Company and its consolidated Subsidiaries as of and Business for the dates thereof and the results of operations and cash flows for the specified periods then ended, subjectin accordance with GAAP subject to, in the case of unaudited statementsFinancial Statements referred to in the immediately preceding clause (b), to normal, immaterial, yearnormal period-end audit adjustments. All other financial, statistical, adjustments and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurateabsence of notes. (iib) Subsequent The Business does not have any Liabilities of any nature that are required to be set forth on the date face of the Company’s unaudited financial statements an audited consolidated balance sheet (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (xnote disclosure) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur prepared in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due)accordance with GAAP, except for Liabilities (i) liabilities or obligations shown reflected on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”)Financial Statements, (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30the Balance Sheet Date or which would be included in Estimated Working Capital, 2007 (none of which relates iii) that would not reasonably be expected to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that arebe, individually and or in the aggregate, immaterialmaterial to the Business or (iv) incurred in connection with the transactions contemplated hereby.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 4.5(a) contains (i) The financial statements the balance sheets of the Company included as of April 24, 2011 and April 25, 2010 (the “Balance Sheets”), and the related statements of operations for the fiscal years then ended, in each case, as derived from the SEC Reports audited consolidating financial schedules of Seller (together with the Balance Sheets, the “Derived Financial Statements”), and (ii) the unaudited balance sheet of the Company as of November 20, 2011 (the “Latest Balance Sheet”) and the related unaudited statement of operations and cash flows for the period then ended (together with the Derived Financial Statements and the Latest Balance Sheet, the “Financial Statements”). The Financial Statements have been prepared from the books and records of the Company in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as GAAP consistently applied in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved all material respects (“GAAP”), except (A) as may be otherwise specified indicated in such financial statements or the notes footnotes thereto and/or (B) in the case of unaudited Financial Statements, for the absence of footnotes and except that unaudited financial statements may not contain all footnotes required by GAAPfor normal year-end adjustments). (b) Except as set forth on Schedule 4.5(b), and the Financial Statements fairly present in all material respects the financial conditionposition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of the dates and for the dates thereof and periods indicated, each in accordance with GAAP consistently applied (except (i) as may be indicated in the results of operations and cash flows for the periods then ended, subject, footnotes thereto and/or (ii) in the case of unaudited statementsFinancial Statements, to normal, immaterial, for the absence of footnotes and for normal year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate). (iic) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except Except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (Bon Schedule 4.5(c) and except for (C), a “Material Adverse Change”). There is no event i) Liabilities that is reasonably likely to occur in the foreseeable future, which if it were to occur, couldwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph Effect and (ii)) Liabilities reflected in, reserved against or otherwise set forth on the Latest Balance Sheet or described in the notes thereto, the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior Liabilities with respect to the date operation and support of the Most Recent Balance Sheet and which are not Business that would be required by GAAP to be reflected in, reserved against or otherwise set forth on the Latest Balance Sheet of the Company or described in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterial.

Financial Statements; No Undisclosed Liabilities. (a) The consolidated statements of financial operations included in the Financial Statements fairly present, in all material respects, the (i) The consolidated financial position of Wirepath and each of its Subsidiaries as of their respective dates, and (ii) the other related statements of the Company included in the SEC Reports have been prepared Financial Statements fairly present, in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”)all material respects, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of their consolidated operations and cash flows for the periods then endedindicated, subjectin each case in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, with only such deviations from such accounting principles or their consistent application as are related to the Unaudited Financial Statements, which are subject to (A) the absence of normal year-end audit adjustments (none of which individually or in the aggregate would be material) and (B) the absence of related footnotes. The Financial Statements, including, in the case of unaudited statementsthe Audited Financial Statements, to normalthe footnotes thereto, immaterial, year-end audit adjustments. All other financial, statistical, have been prepared from the books and market records of Wirepath and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) its Subsidiaries and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, been prepared in accordance with GAAP in effect as of the applicable date or period, consistently applied throughout the periods covered thereby. Complete copies of the Financial Statements have been made available to Buyer. (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health b) Except (i) as set forth in the Audited Financial Statements (including the footnotes thereto) or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), the Interim Balance Sheet and (iiiii) for liabilities incurred in the ordinary course of business consistent with past practice, since September 30, 2007 (none the date of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities the Interim Balance Sheet that arewould not, individually and or in the aggregate, immaterialreasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, the Company and the Company Subsidiaries do not have any liabilities, Indebtedness, debts or obligations of any nature (whether known or unknown, absolute, accrued, contingent or otherwise) that are required by GAAP to be reflected or reserved against in a balance sheet of the Company and the Company Subsidiaries. (c) Except as set forth in the Financial Statements, neither the Company nor any Company Subsidiary maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Securities and Exchange Commission. (d) The Company (i) does not own, and has never owned any assets other than cash and its equity interests in Wirepath, (ii) is not a party to any Contract, (iii) has never engaged in any activities other than its ownership of Wirepath and its issuance of equity interests and (iv) does not have any obligations or liabilities of any kind (whether absolute, contingent, accrued or unaccrued, liquidated or unliquidated) other than (A) liabilities for Taxes arising from its ownership of Wirepath and its Subsidiaries and (B) liabilities under the Contracts set forth on Schedule 4.7(d).

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 4.4(a) are true, correct and complete copies of the following financial statements (such financial statements referred to in clauses (i), (ii) and (iii) below, the “Financial Statements”): (i) The financial statements the audited consolidated balance sheet of (A) the Company included in and METIS for the SEC Reports have been prepared in accordance with fiscal year ended December 31, 2018 and (B) the applicable accounting requirements and Group Companies for the rules and regulations of fiscal year ended December 31, 2019 (the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAPLatest Balance Sheet”), except and the related audited consolidated statements of operations, cash flows and stockholders’ equity for the fiscal years of (x) the Company and METIS and (y) the Group Companies, as may be otherwise specified in such financial statements or applicable, then ended; and (ii) the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPconsolidated balance sheet of the Group Companies as of August 31, 2020 (the “Statement Date”), and fairly present the financial condition, results related unaudited consolidated statements of operations and cash flows for the 8-month period then ended. (b) Except as set forth on Schedule 4.4(b), (i) the Financial Statements present fairly, in all material respects, the financial position of the Company and its consolidated Subsidiaries applicable Group Companies as of and for the dates thereof and the results of operations and cash flows of the applicable Group Companies for the periods then endedcovered by said statements, and (ii) the Financial Statements have been prepared in accordance with GAAP applied consistent with the past practices of the Group Companies throughout the periods covered thereby, except as may be indicated in the notes thereto and subject, in the case of unaudited statementsFinancial Statements, to normal, immaterial, the absence of footnotes and normal year-end audit adjustments. All other financial, statistical, and market and industry-related data included adjustments that will not be material to the Group Companies in the SEC Reports are based on amount or derived from sources that the Company reasonably believes to be reliable and accuratenature. (c) The Group Companies do not have any Liabilities of a nature required by GAAP to be disclosed, reflected or reserved against on, or disclosed in the footnotes to, a balance sheet of a Group Company except for (i) Liabilities disclosed, reflected or reserved against on the Financial Statements, (ii) Subsequent Liabilities incurred since the Statement Date in the Ordinary Course, none of which is a Liability resulting from breach of Contract, tort, infringement or any failure to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Reportcomply with applicable Law, (Aiii) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of businessLiabilities and obligations for Seller Expenses, (Biv) there has Liabilities or obligations which are not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect material to the Group Companies, and (Cv) there has not been any material adverse change those Liabilities set forth on Schedule 4.4(c). (d) All accounts receivable reflected on the Latest Balance Sheet (i) are valid, existing and genuine, (ii) arose from sales actually made or services actually performed in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Ordinary Course by a Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (yiii) the failure of the Company are not subject to meet its financial projections any refund, adjustment or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A)defense, (B) and (C)iv) no agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any such receivables by any Group Company. For the avoidance of doubt, the foregoing representation shall not be construed as a “Material Adverse Change”). There is no event that is reasonably likely guaranty of collection with respect to occur in the foreseeable future, which if it were to occur, could, individually any accounts or in the aggregate, have a Material Adverse Changenotes receivable. (iiie) Without limiting the generality Attached to Schedule 4.4(e) are true, correct and complete copies of the foregoing paragraph following financial statements (such financial statements referred to in clauses (i) and (ii), below, the Company has no liabilities or obligations “JV Financial Statements”): (whether actuali) the unaudited balance sheet of Edge Solutions for the fiscal year ended December 31, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise2019, and whether due or to become duethe related unaudited statement of operations, cash flows and stockholders’ equity for the fiscal year of Edge Solutions then ended; and (ii) the unaudited balance sheet of Metis Celestar for the fiscal year ended December 31, 2019, and the related unaudited statement of operations, cash flows and stockholders’ equity for the fiscal year of Metis Celestar then ended. (f) Except as set forth on Schedule 4.4(f), (i) the JV Financial Statements present fairly, in all material respects, the financial position of the applicable Company Joint Venture as of the dates thereof and the results of operations and cash flows of such Company Joint Venture for the periods covered by said statements, and (ii) the JV Financial Statements have been prepared in accordance with GAAP, except as may be indicated in the notes thereto and subject to the absence of footnotes and normal year-end adjustments that will not be material to such Company Joint Venture in amount or nature. Neither Company Joint Venture has any Liabilities of a nature required by GAAP to be disclosed, reflected or reserved against on, or disclosed in the footnotes to, a balance sheet of such Company Joint Venture except for (i) liabilities Liabilities disclosed, reflected or obligations shown reserved against on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”)its JV Financial Statements, (ii) liabilities under Liabilities incurred since December 31, 2019 in the Ordinary Course, none of which is a Liability resulting from breach of Contract, tort, infringement or any agreementsfailure to comply with applicable Law, contracts, commitments, licenses and (iii) Liabilities or leases which have arisen prior to the date of the Most Recent Balance Sheet and obligations which are not required material to be reflected such Company Joint Venture. (g) Attached to Schedule 4.4(g) are true, correct and complete copies of the following financial statements (such financial statements, the “Pluribus Financial Statements”): the audited balance sheet of Pluribus for the fiscal year ended December 31, 2018, and the related audited statements of operations, cash flows and stockholders’ equity for the fiscal year of Pluribus then ended. Except as set forth on Schedule 4.4(g), (i) the Pluribus Financial Statements present fairly, in a balance sheetall material respects, or the notes theretofinancial position of Pluribus as of the dates thereof and the results of operations and cash flows of Pluribus for the periods covered by said statements, and (ii) the Pluribus Financial Statements have been prepared in accordance with GAAP (none of which relates to a breach of contractGAAP, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred except as may be indicated in the ordinary course notes thereto and subject to the absence of business since September 30, 2007 (none of which relates footnotes and normal year-end adjustments that will not be material to a breach of contract, breach of warranty, tort, infringement, environmental, health Pluribus in amount or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialnature.

Financial Statements; No Undisclosed Liabilities. (a) Schedule A.7(a) sets forth (i) The financial statements the unaudited consolidated balance sheet of the Company included in the SEC Reports have been prepared in accordance with the applicable accounting requirements Yelmo Films as of December 31, 1997, and the rules and regulations unaudited consolidated statement of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations income and cash flows of Yelmo Films for the Company and its twelve-month period ended December 31, 1997, together with the notes to such financial statements, (ii) the unaudited consolidated Subsidiaries balance sheets of Yelmo Films as of December 31, 1996 and December 31, 1995 and the unaudited consolidated statements of income and cash flows of Yelmo Films for the dates thereof years ended December 31, 1996 and December 31, 1995, together with the results notes to such financial statements and (iii) a pro forma unaudited consolidated balance sheet of operations Yelmo Films as of December 31, 1997 (the "Balance Sheet"), and a pro forma unaudited consolidated statement of income and cash flows for the periods then endedtwelve month period ended December 31, 1997, in each case, as adjusted to reflect the exclusion of the Excluded Assets and the elimination of certain intercompany accounts (the financial statements described above, together with the notes to such financial statements, collectively, the "Yelmo Financial Statements"). The Yelmo Financial Statements have been prepared in conformity with GAAP consistently applied (except in each case as described in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal, immaterial, normal recurring year-end audit adjustments. All other financial) the financial condition and results of operations of the Yelmo Group Companies (or, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources case of the Balance Sheet, the assets and liabilities of the Yelmo Group Companies as held in connection with the transactions contemplated by this Agreement) as of the date thereof and for the period indicated. The parties acknowledge that the Company reasonably believes Yelmo Financial Statements have been prepared in Spanish and translated into English. Notwithstanding anything in this Agreement to be reliable and accuratethe contrary, if any line item set forth in the English version of the Yelmo Financial Statements does not comply with GAAP but the equivalent line item in the Spanish version of the Yelmo Financial Statements does not comply with GAAP, the Spanish version of the Yelmo Financial Statements with respect to that line item will prevail. (b) The Yelmo Group Companies have no liabilities or obligations of any kind (whether absolute, accrued, contingent, determined, determinable or otherwise), except to the extent such liabilities or obligations (i) are fully reflected as liabilities or reserved for on the Balance Sheet, or (ii) Subsequent to are disclosed in Schedule A.7(b) hereto, or (iii) are liabilities or obligations incurred since the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, consistent with past practice and not in violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in any of the aggregate, immaterialterms of this Agreement.

Financial Statements; No Undisclosed Liabilities. (ia) The financial statements consolidated balance sheets of each of the Company included Borrower and its Subsidiaries and the Target that are attached hereto as SCHEDULE 3.10 fairly present the consolidated financial position of the Borrower and its Subsidiaries and the Target as of the dates set forth therein, in the SEC Reports have been prepared each case in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial specifically indicated therein). The consolidated statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations income and cash flows of the Company Borrower and its consolidated Subsidiaries as of and for the dates thereof and the Target that are attached hereto as SCHEDULE 3.10 have been prepared in conformity with GAAP applied on a Consistent Basis through all the periods involved (except as otherwise specifically indicated therein) and fairly present the consolidated results of operations of each of the Borrower and its Subsidiaries and the Target for the periods indicated. The pro forma consolidated statements of income and cash flows for included in SCHEDULE 3.10 fairly present the periods then ended, subject, in estimated consolidated income and cash flows of the case Borrower and its Subsidiaries assuming the consummation of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statisticalthe HPG Acquisition as if it had occurred on the date set forth therein, and market and industry-related data the pro forma consolidated balance sheet of the Borrower included in SCHEDULE 3.10 fairly presents the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date of the Company’s unaudited consolidated financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry Borrower and its Subsidiaries on March 31, 1998 (after giving effect to all simultaneous transactions to occur on such date). The historical and pro forma financial statements attached hereto as SCHEDULE 3.10 comply as to form with the requirements applicable to such financial statements in, and constitute all of the Company that do not disproportionately affect the Companyfinancial statements required by, (y) the failure Regulation S-X of the Company Act for a Form S-1 registration statement. The presentation of pro forma EBITDA set forth in such pro forma financial statements is consistent with the requirements of Regulation S-X. (b) Neither the Borrower nor its Subsidiaries nor the Target (prior to meet its financial projections or (z) giving effect to the execution and delivery of this Agreement and consummation of the transactions contemplated hereby Transaction) has any liability (each of clauses (A), (Babsolute or contingent) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations those shown on the most recent audited balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”sheets described in Section 3.10(a), (ii) liabilities those incurred under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities)Transaction Documents, (iii) liabilities those incurred in the ordinary course of business since September 30, 2007 (none the date of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or such audited balance sheets and (iv) other liabilities those that arewould not, individually and or in the aggregate, immaterialbe reasonably expected to have a Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) Attached as Schedule 4.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) The financial the audited consolidated balance sheet of E2open and its Subsidiaries as of February 29, 2020, February 28, 2019 and February 28, 2018 and the related audited consolidated statements of comprehensive loss, cash flows and members’ equity for the Company included in fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the SEC Reports reports thereon of E2open’s independent auditors (the “Audited Financial Statements”); and (ii) the unaudited consolidated balance sheet of E2open and its Subsidiaries as of August 31, 2020 (the “Unaudited Balance Sheet”) and the related unaudited consolidated statements of comprehensive loss, cash flows for the six (6) month period then ended (collectively, together with the Unaudited Balance Sheet, the “Unaudited Financial Statements”). (b) Except as set forth on Schedule 4.4(b), the Financial Statements (i) have been prepared from the books and records of E2open and its Subsidiaries; (ii) have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved (“GAAP”)indicated, except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPsubject, and fairly present in the financial condition, results of operations and cash flows case of the Company Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (iii) fairly present, in all material respects, the consolidated financial position of E2open and its consolidated Subsidiaries as of and for the dates thereof and the their consolidated results of operations and cash flows for the periods then ended, ended (subject, in the case of unaudited statementsthe Unaudited Financial Statements, to normal, immaterial, the absence of footnotes and year-end audit adjustments. All other financial, statistical, and market and industry-related data included none of which would be expected to be material individually or in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurateaggregate). (iic) Subsequent to The books of account and other financial records of each Group Company have been kept accurately in all material respects in the date Ordinary Course of Business, the Company’s unaudited financial statements (including balance sheettransactions entered therein represent bona fide transactions, income statement and statement of cash flows) filed for the nine-month period ended September 30revenues, 2007expenses, except as disclosed therein or in any subsequent SEC Report, (A) none assets and liabilities of the Group Companies have been properly recorded therein in all material respects. Each Group Company has incurred 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 liabilitiesdifference (collectively, direct “Internal Controls”). (d) The Company has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or contingent or has entered into any transactions not material weakness in the ordinary course system of businessInternal Controls utilized by the Group Companies; (ii) any fraud that involves the Group Companies’ management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Group Companies; or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to materially and adversely affect the Group Companies’ ability to record, process, summarize and report financial information. (e) Except as set forth on Schedule 4.4(e), (i) the Company (A) has not conducted and does not conduct any material business or engage in any material activities other than those directly related to holding 100% of the limited liability company interests of E2open Intermediate, LLC, (B) there has no assets other than 100% of the limited liability company interests of E2open Intermediate, LLC, (C) has no Liabilities and (ii) E2open Intermediate (A) was formed solely for the purpose of holding 100% of the limited liability company interests of E2open, (B) has not been conducted any decrease material business or engaged in any material activities other than those directly related to holding 100% of the limited liability company interests of E2open, (C) has no assets other than 100% of the limited liability company interests of E2open and has never engaged in any other activities other than incident to its ownership of E2open and (D) has no Liabilities. (f) Except as set forth on Schedule 4.4(f), no Group Company has any Liabilities that are required to be disclosed on a balance sheet in accordance with GAAP, except (i) Liabilities specifically reflected and adequately reserved against in the Capital Stock Audited Financial Statements or specifically identified in the notes thereto; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, arises out of or was caused by any increase in long-term indebtedness breach of Contract, infringement or any increase in short-term indebtedness violation of Law); (iii) Liabilities arising under this Agreement, the Ancillary Agreements or the performance by the Company of its obligations hereunder or thereunder; or (iv) for fees, costs and expenses for advisors and Affiliates of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution including with respect to the Group Companieslegal, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities accounting or condition (financial or otherwise) of other advisors incurred by the Group Companies taken as a whole; excluding any changes caused in connection with the transaction contemplated by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse ChangeAgreement. (iiig) Without limiting No Group Company maintains any “off-balance sheet arrangement” within the generality meaning of Item 303 of Regulation S-K of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialSecurities Exchange Act.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited consolidated balance sheet of the Company and the Subsidiary as at December 31, 2009, December 31, 2008 and December 31, 2007, and the related audited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company and the Subsidiary, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company and the Subsidiary as at June 30, 2010, and the related consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company and the Subsidiary for the six-month period then ended (collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.7(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) The financial statements of the Company included are correct and complete in the SEC Reports all material respects and have been prepared in accordance with the applicable accounting requirements books and records of the Company and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements Subsidiary, (ii) have been prepared in accordance with United States generally accepted accounting principles Danish GAAP (and with respect to revenue and revenue recognition only, GAAP) applied on a consistent basis during throughout the periods involved covered (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto thereto) and except that unaudited financial statements may not contain all footnotes required by GAAPapplicable Law on good accounting practices, subject, in the case of the Interim Financial Statements, to the exceptions contained in Schedule 2.3(a), and (iii) fairly present present, in all material respects, the consolidated financial conditionposition, results of operations and cash flows of the Company and its consolidated Subsidiaries the Subsidiary as of at the respective dates thereof and for the dates thereof respective periods indicated therein, except as otherwise noted therein and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statementsthe Interim Financial Statements, to normal, immaterial, normal and recurring year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources adjustments that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, couldwill not, individually or in the aggregate, have a Material Adverse Changebe material. (iiib) Without limiting Except as and to the generality extent adequately accrued or reserved against in the consolidated balance sheet of the foregoing paragraph Company and the Subsidiary as at June 30, 2010 (ii)such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”) or as set forth in Schedule 3.7(b) of the Disclosure Schedules, neither the Company nor the Subsidiary has no liabilities (i) any liability or obligations (obligation of any nature, whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated contingent or otherwise, whether known or unknown and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required by Danish GAAP to be reflected in a consolidated balance sheetsheet of the Company and the Subsidiary or 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 Danish GAAP to be reflected in a consolidated balance sheet of the Company and the Subsidiary or disclosed in the notes thereto, prepared except in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) each case for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30the date of the Balance Sheet, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that areare not, individually and or in the aggregate, immaterialmaterial to the Company or the Subsidiary. (c) In connection with the presentation of the Financial Statements, the outside legal advisors to the Company and the Subsidiary have not issued any legal letter concerning material information not disclosed in the Financial Statements. (d) The Company’s and the Subsidiary’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, correct 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 the Subsidiary; and (iv) accurately and fairly reflect the activities and assets of the Company and the Subsidiary.

Financial Statements; No Undisclosed Liabilities. Absence of Certain Changes. (a) Attached hereto as Schedule 4.7(a) are complete copies of the following financial statements (such consolidated financial statements, the “Financial Statements”): (i) The the audited consolidated financial statements consisting of the Company included in consolidated balance sheets of Holdings as of December 31, 2015 and 2014, and the SEC Reports related consolidated statements of operations, stockholders’ deficit and cash flows for the years ended December 31, 2015 and December 31, 2014; and (ii) the unaudited consolidated balance sheet of Holdings as of September 30, 2016 (the “Latest Balance Sheet” and such date the “Latest Balance Sheet Date”) and the related unaudited consolidated statements of operations and cash flows for the nine-month period ending on such date. (b) Except as set forth on Schedule 4.7(b), the Financial Statements (including the related notes and schedules thereto) (i) have been prepared in accordance with the applicable accounting requirements books and the rules records of Holdings and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements its Subsidiaries, (ii) have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved (“GAAP”)covered thereby, except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited (iii) fairly present, in all material respects, the consolidated financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results position of operations and cash flows of the Company and its consolidated Subsidiaries Holdings as of and for the dates thereof and the its consolidated results of operations and cash flows for the periods then ended, ended (subject, in the case of the unaudited statementsinterim Financial Statements, to normal, immaterial, the absence of footnotes and to normal year-end audit adjustments. All other financialadjustments that would not, statistical, and market and industry-related data included individually or in the SEC Reports are based on or derived from sources that the Company reasonably believes to aggregate, be reliable and accuratematerial). (c) Neither the Company nor any of its Subsidiaries has any Liabilities, except for (i) those adequately reflected or reserved against in the Latest Balance Sheet (and the notes thereto), (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has those incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of businessbusiness since the Latest Balance Sheet, (Biii) there has not been those arising under any decrease performance obligation under any Contract in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution accordance with respect to the Group Companiesits terms, and (Civ) there has not been any material adverse change Liabilities incurred in connection with the propertiestransactions contemplated by this Agreement. (d) Since the Latest Balance Sheet Date and except as set forth on Schedule 4.7(e) and the negotiation, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A)Agreement, (Bi) the business of Holdings and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice and (C)ii) there have been no events, a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable futurechanges, which if it were to occurcircumstances, coulddevelopments, conditions, effects or occurrences which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Change. (iii) Effect. Without limiting the generality of the foregoing paragraph (iiforegoing, since the Latest Balance Sheet Date through the date hereof, except as set forth in Schedule 4.7(e), none of Holdings or any of its Subsidiaries has taken any action which, if taken after the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, date hereof and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date Closing, would require the consent of the Most Recent Balance Sheet and which are not required Parent pursuant to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialSection 6.2.

Financial Statements; No Undisclosed Liabilities. (a) The Company has previously delivered to the Purchaser the Audited Financial Statements and the Interim Financial Statements. Except as may otherwise be indicated therein or on SCHEDULE 4.5(A) hereto, the Audited Financial Statements and the Interim Financial Statements (i) The financial statements were compiled from the books and records of the Company included in the SEC Reports have been regularly maintained by management and were prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and (ii) present fairly present in all material respects the financial condition, results of operations and cash flows position of the Company and its consolidated Subsidiaries Group as of and for the respective dates thereof and the results of operations and cash flows of the Group for the periods then ended, subjectindicated therein, in the each case of unaudited statementsin accordance with GAAP, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurateconsistently applied. (iib) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flowsExcept as set forth on SCHEDULE 4.5(B) filed for the nine-month period ended September 30, 2007, except hereto or as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not reflected in the ordinary course of businessInterim Balance Sheet, (B) there has the Company and its Subsidiaries do not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companieshave, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation result of the transactions contemplated hereby (each of clauses (A)by this Agreement, (B) and (C)will not have, a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no any liabilities or obligations (whether actualabsolute, accrued, absolute, fixed, contingent, liquidated, unliquidated contingent or otherwise, and whether due or to become due), except for liabilities and obligations (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business consistent with past practice since September 30the date of the Interim Balance Sheet, 2007 or (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authoritiesii) and/or (iv) other liabilities that arewhich, individually and or in the aggregate, immaterialwill not have a Material Adverse Effect on the Condition of the Business or the Group. (c) The Company has established reserves on its books, in accordance with GAAP, for (i) all outstanding claims for workers' compensation and (ii) all accounts receivable, including amounts charged back to customers for deductions improperly taken by them from the amount which they were invoiced.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited consolidated balance sheet of the Companies and their respective Subsidiaries as at December 31, 2018, and the related, audited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial positions of the Companies and their respective Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of the Companies’ independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Companies and their respective Subsidiaries as at December 31, 2019 (the “Balance Sheet”), and the related consolidated statements of profits and losses (collectively referred to as the “Interim Financial Statements”), are attached as Section 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) The financial statements of the Company included are correct and complete in the SEC Reports all material respects and have been prepared in accordance with the applicable accounting requirements books and the rules and regulations records of the Commission with respect thereto as in effect at the time of filing. Such financial statements Companies and their respective Subsidiaries; (ii) have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved indicated (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto thereto); and except that unaudited (iii) fairly present, in all material respects (or in the case of the English Companies, present a “true and fair view” (such term as used in the UK Companies ▇▇▇ ▇▇▇▇, as amended) of) the consolidated financial statements may not contain all footnotes required by GAAP, and fairly present the financial conditionposition, results of operations and cash flows of the Company Companies and its consolidated their respective Subsidiaries as of at the respective dates thereof and for the dates thereof respective periods indicated therein, except as otherwise noted therein and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statementsthe Interim Financial Statements, to normal, immaterial, normal and recurring year-end audit adjustments. All other financialadjustments that will not, statistical, and market and industry-related data included individually or in the SEC Reports are based on or derived from sources that the Company reasonably believes to aggregate, be reliable and accuratematerial. (b) Except (i) as and to the extent adequately accrued or reserved against on the face of the Financial Statements and the Interim Financial Statements (or the notes thereto), and (ii) Subsequent liabilities or obligations under Material Contracts (other than liabilities arising as a result of a default or breach thereof) disclosed on the Disclosure Schedule to the extent such liabilities or obligations are readily apparent on the face of such Contracts, none of the Companies or any of their respective Subsidiaries has any liability or obligation, except for liabilities and obligations that are incurred in the ordinary course of business consistent with past practice since the date of the Company’s unaudited financial statements Balance Sheet. (including balance sheet, income statement c) The accounts receivable as reflected on the Balance Sheet and statement of cash flows) filed for as will be reflected in the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not Estimated Closing Statement arose in the ordinary course of business, (B) there has not consistent with past practices, represented bona fide claims against debtors for sales and other charges. Allowances have been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none consistently applied and in accordance with the Companies’ and their respective Subsidiaries’ past practices. The accounts receivable of which relates to a breach each Company and its Subsidiaries arising after the date of contract, breach of warranty, tort, infringement, environmental, health the Balance Sheet and before the Closing Date arose or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred shall arise in the ordinary course of business since September 30business, 2007 consistent with past practices, represented or shall represent bona fide claims against debtors for sales and other charges. None of the accounts receivable of any Company or its Subsidiaries is subject to any claim of offset, recoupment, setoff or counter-claim, and the Seller has no knowledge of any specific facts or circumstances (none whether asserted or unasserted) that could give rise to any such claim. No material amount of which relates accounts receivable is contingent upon the performance by any Company or any of its Subsidiaries of any obligation or contract other than normal warranty repair and replacement. No Person has any lien on any of such accounts receivable, and no agreement for deduction or discount has been made with respect to a breach any of contract, breach such accounts receivable. Schedule 3.6(c) of warranty, tort, infringement, environmental, health or safety matter, violation the Disclosure Schedules sets forth an aging of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually the Companies’ and their respective Subsidiaries’ accounts receivable in the aggregateaggregate and by customer, immaterialand indicates the amounts of allowances.

Financial Statements; No Undisclosed Liabilities. (a) The unaudited pro forma consolidated balance sheet of the Borrower as at June 30, 1998 (including the notes thereto) (the "PRO FORMA BALANCE SHEET"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) The financial statements of the Company included in the SEC Reports have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”)Acquisition, (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date consummation of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authoritiesacquisitions listed on Schedule 4.20(c), (iii) liabilities incurred in the ordinary course issuance of business since September 30notes or borrowing of loans under the Credit Facility to occur on or prior to the Merger Date and the use of proceeds thereof, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities the Loans to be made on or prior to the Merger Date and the use of the proceeds thereof and (v) the payment of estimated fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof and, based upon such information, presents fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower as of June 30, 1998, assuming that are, individually and the events specified in the aggregatepreceding sentence had actually occurred at such date. The Pro Forma EBITDA Statements for the fiscal year ending June 30, immaterial1998, a copy of which has heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on July 1, 1997) to the consummation of the Acquisition and the acquisitions listed on SCHEDULE 4.20 (c) Such Pro Forma EBITDA Statement has been prepared based on the best information available to the Borrower as of the date of delivery thereof and, based on such information, presents fairly in all material respects on a pro forma basis the Consolidated EBITDA of the Borrower for the one-year period ended June 30, 1998.

Financial Statements; No Undisclosed Liabilities. (ia) The financial Company's audited consolidated balance sheets as of June 30, 1997 and 1998 and related consolidated statements of income and cash flows for each of the Company included in years ended June 30, 1996, 1997 and 1998, and the SEC Reports unaudited consolidated balance sheet as at December 31, 1998 and the related unaudited consolidated statements of income and cash flows for the six months then ended (collectively, the "Financial Statements") are attached hereto as SCHEDULE 2.04(A). The Financial Statements have been prepared in accordance with GAAP, consistently applied, in all material respects, except that the applicable accounting requirements Financial Statements as of December 31, 1998 do not contain footnotes. The balance sheets constituting a part of the Financial Statements fairly present in all material respects the consolidated financial condition of the Group as at the date of such balance sheets and the rules and regulations of other related statements included in the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and Financial Statements fairly present in all material respects the financial condition, consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows Group for the periods then ended. (b) Except as set forth in SCHEDULE 2.04(B) hereto, subjectno Group Member has any material liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, except for: (i) liabilities and obligations set forth or adequately reserved against in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate.Financial Statements; (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement liabilities and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30subsequent to the date of the Financial Statements; and (iii) liabilities and obligations described or otherwise disclosed on the Schedules to this Agreement. (c) Except for indebtedness for borrowed money to be cancelled or otherwise eliminated as set forth in Section 1.04 hereof and except for indebtedness for borrowed money among Group Members, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialno Group Member has any indebtedness for borrowed money.

Financial Statements; No Undisclosed Liabilities. (a) Seller has delivered to Purchaser the following financial information: (i) The financial statements of the Company included in audited Group Balance Sheet, Group Profit and Loss Account and Group Cash Flow Statement for the SEC Reports have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries Group Companies as of and for the dates thereof fiscal years ended December 31, 2003 and 2002 and the results audited Balance Sheet for PHL as of operations December 31, 2003 and cash flows for December 31, 2002 (the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, "Audited Financial Statements") and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed monthly management accounts for the nine-month period ended September 30from June 1, 20072004 to October 31, except as disclosed therein or in any subsequent SEC Report2004 (the "2004 Management Accounts"), (A) none which include unaudited monthly balance sheets and statements of operations of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not as of each month end and for the month then ended in such period (the "Interim Unaudited Financial Statements"). (b) Except as described in the ordinary course of businessnotes thereto, (B) there has not been any decrease the Audited Financial Statements give, in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness each case, a true and fair view of the Group Companies, or any payment state of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) affairs of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of their respective balance sheet dates and of the industry loss and cash flow of the Company that do not disproportionately affect Group Companies for the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Changerespective years then ended. (iiic) Without limiting The Interim Unaudited Financial Statements included in the generality 2004 Management Accounts have been prepared in good faith and in a manner consistent with the preparation of the foregoing paragraph unaudited monthly management accounts for 2003 previously provided to Purchaser. (ii)d) As of October 31, the Company has 2004, there were no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not Group Companies required to be reflected in a consolidated balance sheet, or sheet of the notes thereto, Group Companies prepared in accordance with Irish GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health that were not provided or safety matter, violation of Applicable Laws allowed for or proceeding brought by Governmental Authorities), (iii) liabilities incurred otherwise disclosed in the ordinary course 2004 Management Accounts as of business since September 30and for the month ended October 31, 2007 2004. (none of which relates to a breach of contracte) Since May 19, breach of warranty2004, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that areno event has occurred and no condition exists that, individually or together with other events and in conditions, has had or, insofar as LIF can reasonably foresee, is reasonably likely to have, a Material Adverse Effect on PHL. (f) As of October 31, 2004, the aggregate, immaterialoutstanding consolidated indebtedness for borrowed money of PHL (exclusive of finance leases) was Euro 80,143,592.

Financial Statements; No Undisclosed Liabilities. (ia) The financial statements Section 4.5(a) of the Company included in the SEC Reports have been prepared in accordance with the applicable accounting requirements Disclosure Schedule sets forth true and the rules and regulations complete copies of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPi)(A) Premise’s balance sheet, and fairly present the financial conditionrelated statement of income, results statement of operations and cash flows of the Company and its consolidated Subsidiaries changes in stockholders equity as of and for the dates thereof twelve-month periods ended February 28, 2005, compiled by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Certified Public Accountant, P.C., and (B) Premise’s balance sheet, and related statement of income, statement of cash flows and changes in stockholders equity as of and for the results twelve-month periods ended December 31, 2007 and 2006, in each case audited by ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, independent certified public accountants, with such accountant’s unqualified reports attached thereto (collectively, the financial statements under clauses (A) and (B), the “Year-End Financial Statements”), and (ii) Premise’s balance sheet and related statement of operations income and cash flows as of and for the eleven months ended November 30, 2008 (the “Interim Financial Statements”). The Year-End Financial Statements and the Interim Financial Statements are collectively referred to herein as the “Financial Statements”). (b) The Financial Statements (i) were prepared by Premise in accordance with the books and records of Premise, (ii) are true, correct and complete in all material respects, (iii) reflect the consistent application of all accounting principles, practices and methods of Premise throughout the periods thereof, except as disclosed therein, and (iv) fairly present the financial condition and results of operation of Premise as of the dates and for the periods then endedcovered thereby, all in accordance with GAAP (consistently applied, except as disclosed therein), subject, in the case of unaudited statementsthe Interim Financial Statements, to normal, immaterial, the absence of notes and to normal year-end audit adjustments. All The Financial Statements do not contain any material items of a special or nonrecurring nature, except as expressly stated therein. No financial statements of any other financial, statistical, and market and industry-related data Person are required by GAAP to be included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accuratefinancial statements of Premise. (iic) Subsequent to the date There are no Liabilities of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any Premise other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for than: (i) liabilities or obligations shown Liabilities accrued on the balance sheet dated as of September November 30, 2007 (the “Most Recent Balance Sheet”), 2008; and (ii) liabilities under any agreementscurrent Liabilities incurred and unpaid since November 30, contracts, commitments, licenses or leases which 2008 that have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities been incurred in the ordinary course of business since September consistent with past practice, are accrued on the balance sheet of Premise as of the Closing Date, and are included in the calculations of the Estimated Closing Date Debt, Estimated Closing Date Net Working Capital, Final Closing Date Debt and the Final Closing Date Net Working Capital, as applicable. Deferred revenue amounts indicated on the balance sheet dated as of November 30, 2007 2008 do not, and the Current Liabilities will not, reflect reserves for Threatened claims against Premise or claims that, to the Knowledge of Premise, are likely to be made against Premise. (none d) Premise maintains a system of which relates internal accounting controls sufficient to a breach provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of contract, breach of warranty, tort, infringement, environmental, health financial statements that are in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or specific authorization; and (iv) other liabilities the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to the differences. None of the Stockholders or Premise have been advised by any independent certified public accountant of Premise that are, individually and there is a significant deficiency or material weakness in the aggregatedesign or operation of Premise’s internal controls, immaterialexcept as set forth in the management letter of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, independent certified public accountants, to the Premise Audit Committee and management, dated June 30, 2008, each of which significant deficiencies and material weaknesses have been remediated.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 2.6(a) sets forth true, correct and complete copies of the Company’s and the Subsidiaries of the Company’s (i) The financial unaudited consolidated balance sheet as of September 30, 2022 (the “Balance Sheet Date”) and the related unaudited consolidated statements of income, changes in stockholders’ equity and cash flow for the Company included one-year period then ended (the “Unaudited Financial Statements”) and (ii) audited consolidated balance sheets and related audited consolidated statements of income, changes in stockholders’ equity, and cash flow for the SEC Reports have been prepared in accordance fiscal years ended 2021, 2020 and 2019 (together with the applicable accounting requirements and Unaudited Financial Statements, the rules and regulations “Financial Statements”). Each of the Commission with respect thereto as in effect at the time of filing. Such financial statements have Financial Statements has been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto Financial Statements and except that unaudited financial statements Unaudited Financial Statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial condition, results of operations and cash flows position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statementsUnaudited Financial Statements, to normal, immaterial, the absence of notes and normal year-end audit adjustments. All other financial, statistical, The books and market and industry-related data included in the SEC Reports are based on or derived from sources that records of the Company reasonably believes to be reliable and accurateits Subsidiaries have been kept and maintained in all material respects in accordance with applicable Laws. (b) The Company and its Subsidiaries do not have any liabilities or obligations, whether accrued, contingent, absolute or otherwise (“Liabilities”), except (i) Liabilities accrued on or reserved against, or otherwise expressly identified, in the Financial Statements, (ii) Subsequent to Liabilities that have arisen since the Balance Sheet Date in the Ordinary Course of Business, (iii) Liabilities arising after the date of this Agreement in connection with the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Reporttransactions contemplated hereby, (Aiv) none of the Group Companies has incurred any liabilities, direct executory obligations under Contracts (not including Liabilities arising from a breach thereof or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companiesdefault thereunder), and (Cv) there has other Liabilities that would not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company reasonably be expected to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, couldbe, individually or in the aggregate, have material to the Company and its Subsidiaries, taken as a Material Adverse Changewhole. (iiic) Without limiting The Company and each of its Subsidiaries maintains, and at all times since January 1, 2019, has maintained, a system of internal controls over financial reporting sufficient in all material respects to provide reasonable assurances regarding the generality reliability of financial reporting related to the Company and its Subsidiaries and the preparation of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwiseFinancial Statements for external purposes in accordance with GAAP, and whether due or to become due), except for includes those policies and procedures that: (i) liabilities or obligations shown on pertain to the balance sheet as maintenance of September 30, 2007 (records that in reasonable detail accurately and fairly reflect in all material respects the “Most Recent Balance Sheet”), transactions and disposition of the assets of the Company and its Subsidiaries; (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior provide reasonable assurance that transactions are recorded as necessary to the date permit preparation of the Most Recent Balance Sheet financial statements in conformity with GAAP; and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ordinary course assets of business since September 30, 2007 (none of which relates to the Company and its Subsidiaries that could have a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialmaterial effect on its financial statements.

Financial Statements; No Undisclosed Liabilities. (ia) The Schedule 4.6(a) contains, and Seller has made available to Buyer true, correct and complete copies of the unaudited financial statements for the Business consisting of the Company included balance sheet as at December 31 in each of the SEC Reports years 2017, 2018 and 2019 and the related statements of income for the years then ended (the “Annual Financial Statements”), and unaudited financial statements for the Business consisting of the balance sheet as at September 30, 2020 and the related statements of income for the nine-month period then ended (the “Interim Financial Statements” and together with the Annual Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then endedperiod involved, subject, in the case of unaudited statementsthe Interim Financial Statements, to normal, immaterial, normal and recurring year-end audit adjustmentsadjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Annual Financial Statements). All other financialTo the Knowledge of Seller, statisticalthe Financial Statements have been prepared based on the books and records of the Business, and market and industry-related data included fairly present in all material respects the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry Business as of the Company that do not disproportionately affect respective dates they were prepared and the Company, (y) the failure results of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation operations of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”)Business for the periods indicated. There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality The balance sheet of the foregoing paragraph (ii)Business as of December 31, 2019 is referred to herein as the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, “Balance Sheet” and whether due or to become due), except for (i) liabilities or obligations shown on the date thereof as the “Balance Sheet Date” and the balance sheet of the Business as of September 30, 2007 (2020 is referred to herein as the “Most Recent Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”). Seller maintains a standard system of accounting for the Business established and administered in accordance with GAAP. None of Seller or its personnel who have a role in the preparation of financial statements or the internal accounting controls utilized by Seller has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Seller, (ii) liabilities under any agreementsfraud, contractswhether or not material, commitments, licenses that involves the management of Seller or leases which have arisen prior to the date any of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, its personnel or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in any claim or allegation regarding any of the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialforegoing.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Parent true, correct and complete copies of the following financial statements (collectively, the “Financial Statements”): (i) The consolidated audited financial statements of the Company included in the SEC Reports have been prepared in accordance with the applicable accounting requirements OCH and the rules and regulations each of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof years ended December 31, 2022 and December 30, 2023 (the “Audited Financial Statements”), and (ii) unaudited consolidated financial statements (the “Interim Financial Statements”) of OCH and each of its consolidated Subsidiaries as of and for the interim period from December 30, 2023 through December 28, 2024 (the “Balance Sheet Date”), and which are attached to Schedule 3.9(a). The Financial Statements are true, correct and complete in all material respects, are prepared in good faith based on the books and records of OCH and its Subsidiaries and present fairly the consolidated financial position of OCH and each of its consolidated Subsidiaries, and results of operations and cash flows for the dates or periods then endedindicated thereon. The Financial Statements were prepared in accordance with GAAP, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based applied on or derived from sources that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007a consistent basis, except as disclosed therein or in any subsequent SEC Reportand, (A) none of the Group Companies has incurred any liabilitiesexcept, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Interim Financial Statements, (i) for adjustments consistent with GAAP that are only required at year-end, (ii) for the omission of footnote disclosures and statements of members’ equity and cash flows as required by GAAP (none of which would be material to the Group CompaniesCompanies if properly presented), and (Ciii) for the other matters set forth on Schedule 3.9(a). From December 31, 2024, to the date hereof, there has not been any material adverse change in accounting methods used by OCH and each of its consolidated Subsidiaries. The Company and the propertiesGroup Companies maintain systems of internal accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in all material respects. (b) As of the date hereof, businessneither the Company nor any Group Company have any material Liabilities in excess of $100,000 in the aggregate, prospectsexcept for (i) the Liabilities reflected in or adequately reserved against in the Interim Financial Statements as of the Balance Sheet Date, operations(ii) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, regulatory statusindividually or in the aggregate, earnings, assets, liabilities or condition (financial or otherwise) of material to the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii)executory contract obligations under Contracts, the Company has no liabilities including any obligations under any vendor or obligations client Contracts (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (inot a Material Contract) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which results from or relates to a 1103593863\14\AMERICAS any breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental AuthoritiesContract), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or and (iv) other liabilities that arethe Liabilities of the Company or any Group Company, individually and as applicable, set forth on Schedule 3.9(b). No Group Company is party to any “off balance sheet arrangements” (as defined in the aggregate, immaterialExchange Act).

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Purchaser (i) The financial the Company’s consolidated audited balance sheets as at November 30, 2004, November 30, 2003, November 30, 2002, November 30, 2001 and November 30, 2000 (such audited balance sheet at November 30, 2004, the "Balance Sheet") and the related statements of the Company included in the SEC Reports have been prepared in accordance with the applicable accounting requirements income, cash flow and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and retained earnings for the dates thereof and the results of operations and cash flows for the 12-month periods then ended, each accompanied by the reports of BDO Dunwoody, LLP, Ernst & Young, LLP or ▇▇▇▇▇▇▇ ▇▇▇▇▇, CPA (as the case may be), independent chartered (or certified, as the case may be) accountants, which firms have audited such financial statements (collectively, the “Annual Financial Statements”) and (ii) the Company’s consolidated balance sheet as at each of August 31, 2005, September 30, 2005, October 31, 2005 and November 30, 2005 (the “Current Balance Sheet”) and the related statements of changes in financial position for the nine, ten, 11 and 12-month periods then ended (the items referred to in clause (ii), the “Interim Financial Statements” and together with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (including, without limitation, all schedules and notes thereto) are complete and correct in all material respects, have been prepared from the books and records of the Company (on a consolidated basis) and, except as set forth on Schedule 3.05(a) hereto, in accordance with GAAP consistently applied and maintained throughout the periods indicated (subject, in the case of unaudited statementsthe Interim Financial Statements, to normal, immaterial, the absence of footnotes and normal year-end audit adjustments. All other financial, statisticalwhich, if included, would not have a material effect on the information on such Interim Financial Statements), and market and industry-related data included fairly present in all material respects the SEC Reports are based on or derived from sources that financial condition of the Company reasonably believes to be reliable (on a consolidated basis) as at their respective dates and accuratethe results of its operations for the periods covered thereby. The Annual Financial Statements include all footnotes and all adjustments (which consist only of normal recurring accruals) necessary for such fair presentation. (iib) Subsequent Except to the date of extent set forth in or reserved against in the Company’s unaudited financial statements Current Balance Sheet or as identified on Schedule 3.05(b) hereto, and except for current liabilities (including balance sheet, income statement and statement of cash flowsdetermined in accordance with GAAP consistently applied) filed for incurred since the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not Current Balance Sheet Date in the ordinary course of business, business consistent with past practices (B) there has and not been any decrease materially different in type or amount from those incurred in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness Company's (and its Subsidiaries’) conduct of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change its business in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (iiordinary course), the Company has and its Subsidiaries have no liabilities or obligations (of any nature, whether actual, accrued, absolute, fixedknown or unknown, contingent, liquidated, unliquidated contingent or otherwise, and whether due or to become due), except for (i) liabilities whether properly reflected under GAAP as a liability or obligations shown on a charge or reserve against an asset or equity account or not, and whether the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses amount thereof is readily ascertainable or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialnot.

Financial Statements; No Undisclosed Liabilities. (i) The Section 4(f)(i) of the Disclosure Schedule includes copies of the following financial statements (collectively the “Financial Statements”): (A) an unaudited consolidated balance sheet of the Company included Business, as of December 31, 2006, (B) an unaudited statement of operations and cash flow for the fiscal year ended December 31, 2006, with respect to the Business, (C) an unaudited consolidated balance sheet of the Business as of September 30, 2007, and (D) an unaudited statement of operations and cash flow for the nine months ended September 30, 2007, with respect to the Business (such Financial Statements referred to in clauses (C) and (D) above, the SEC Reports “September Financial Statements”). The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP on the applicable accounting requirements and the rules and regulations basis of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted same accounting principles principles, policies, methods and procedures consistently applied on a consistent basis during throughout the periods involved (“GAAP”), except as may be otherwise specified covered thereby and present fairly in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present material respects the financial condition, results of operations and cash flows condition of the Company and its consolidated Subsidiaries Business as of and for the such dates thereof and the results of operations of the Business for such periods; provided, however, that the September Table of Contents Financial Statements are subject to normal and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, recurring year-end audit adjustments. All adjustments and lack footnotes and other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accuratepresentation items. (ii) Subsequent None of the Target Companies or Target Subsidiaries is party to any material “off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act) attributable to the date Business. (iii) None of the Company’s unaudited financial statements Asset Sellers (including balance sheetto the extent such liabilities primarily relate to the Business) or any of the Target Companies or the Target Subsidiaries has any liabilities, income statement and statement of cash flows) filed for the nine-month period ended September 30whether accrued, 2007contingent, absolute, determined, determinable or otherwise except as disclosed therein or in any subsequent SEC Report, (A) none of to the Group Companies has extent such liabilities are accrued or reserved against in the Financial Statements, or reflected in the footnotes thereto, (B) liabilities that were incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of businessbusiness since the date of such Financial Statements, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Companyare for Taxes, (yD) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event liabilities that is reasonably likely to occur in the foreseeable future, which if it were to occur, couldwould not, individually or and in the aggregate, have a Material Adverse Change. Effect or (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (iE) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which that are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialExcluded Liabilities.

Financial Statements; No Undisclosed Liabilities. (a) Attached as Section 3.4(a) of the Company’s Disclosure Letter are (i) The financial the audited consolidated balance sheet of the OppFi Companies as of December 31, 2019 and December 31, 2018 and the related audited consolidated statements of income, members’ equity and cash flows for the Company included years ended December 31, 2019 and December 31, 2018 (the “Annual Financial Statements”) and (ii) the unaudited consolidated balance sheets of the OppFi Companies as of December 31, 2020 (the “Latest Balance Sheet”), and the related unaudited consolidated statements of operations for the fiscal periods then ended (the “Unaudited Financial Statements”, and, together with the Annual Financial Statements, the “Financial Statements”). (b) Each of the Financial Statements have been derived from the books and records of the OppFi Companies. Each of the Financial Statements (i) has been prepared in all material respects in accordance with GAAP applied on a consistent basis throughout the SEC Reports periods indicated therein and (ii) fairly presents, in all material respects, the combined assets, liabilities and financial condition as of the respective dates thereof and the operating results of the OppFi Companies for the periods covered thereby, except in each of clauses (i) and (ii): (A) as otherwise noted therein, (B) that the Unaudited Financial Statements do not include footnotes, schedules, statements of equity and statements of cash flow and disclosures required by GAAP, (C) that the Unaudited Financial Statements have not been prepared in accordance with the applicable accounting requirements and the rules and regulations Regulation S-X of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements SEC or the notes thereto standards of the PCAOB, and except (D) that unaudited financial statements may the Unaudited Financial Statements do not contain include all footnotes year-end adjustments required by GAAP, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the each case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and ), (C), a “Material Adverse Change”or (D). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occurare not, couldmaterial, individually or in the aggregate, have a Material Adverse Changein amount or effect. The Annual Financial Statements were prepared in accordance with Regulation S-X of the SEC and the standards of the PCAOB. (iiic) Without limiting the generality Each of the foregoing paragraph independent auditors for the OppFi Companies, with respect to their report included in the Annual Financial Statements, is an independent registered public accounting firm within the meaning of the Securities Act and the applicable rules and regulations adopted by the SEC and the PCAOB. (ii)d) The OppFi Companies have no material Liabilities that are required to be disclosed on a balance sheet in accordance with GAAP, the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for other than (i) liabilities Liabilities set forth in or obligations shown on reserved against in the balance sheet as Unaudited Financial Statements or the notes thereto or books and records of September 30, 2007 (the “Most Recent Balance Sheet”), OppFi Companies; (ii) liabilities under any agreements, contracts, commitments, licenses or leases which Liabilities that have arisen prior to after the date of the Most Recent Latest Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none Ordinary Course of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), Business; (iii) liabilities Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the OppFi Companies of their respective obligations hereunder or thereunder or incurred in connection with the ordinary course of business since September 30transactions contemplated by this Agreement or the Ancillary Agreements, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or including the Transaction Expenses; (iv) other liabilities that are, individually and Liabilities disclosed in the aggregate, immaterialCompany’s Disclosure Letter; or (v) Liabilities for Company Transaction Expenses.

Financial Statements; No Undisclosed Liabilities. (a) Attached as Section 3.4(a) of the Company’s Disclosure Letter are (i) The financial the audited consolidated balance sheet of the BioTE Companies as of December 31, 2020 and December 31, 2019 and the related audited consolidated statements of income, members’ equity and cash flows for the Company included years ended December 31, 2020 and December 31, 2019 (the “Annual Financial Statements”) and (ii) the unaudited consolidated balance sheets of the BioTE Companies as of September 30, 2021 (the “Latest Balance Sheet”), and the related unaudited consolidated statements of operations for the fiscal periods then-ended (the “Unaudited Financial Statements,” and, together with the Annual Financial Statements, the “Financial Statements”). (b) Each of the Financial Statements have been derived from the books and records of the BioTE Companies. Each of the Financial Statements (i) has been prepared in all material respects in accordance with GAAP applied on a consistent basis throughout the SEC Reports periods indicated therein and (ii) fairly presents, in all material respects, the combined assets, liabilities and financial condition as of the respective dates thereof and the operating results of the BioTE Companies for the periods covered thereby, except in each of clauses (i) and (ii): (A) as otherwise noted therein, (B) that the Unaudited Financial Statements do not include footnotes, schedules, statements of equity and statements of cash flow and disclosures required by GAAP, (C) that the Unaudited Financial Statements have not been prepared in accordance with the applicable accounting requirements and the rules and regulations Regulation S-X of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements SEC or the notes thereto standards of the PCAOB, and except (D) that unaudited financial statements may the Unaudited Financial Statements do not contain include all footnotes year-end adjustments required by GAAP, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the each case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and ), (C), a “Material Adverse Change”or (D). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, couldare not material, individually or in the aggregate, have a Material Adverse Changein amount or effect. The Annual Financial Statements were prepared in accordance with Regulation S-X of the SEC and the standards of the PCAOB. (iiic) Without limiting the generality Each of the foregoing paragraph independent auditors for the BioTE Companies, with respect to their report included in the Annual Financial Statements, is an independent registered public accounting firm within the meaning of the Securities Act and the applicable rules and regulations adopted by the SEC and the PCAOB. (ii)d) The BioTE Companies have no Liabilities that are required to be disclosed on a balance sheet in accordance with GAAP, the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for other than (i) liabilities Liabilities set forth in or obligations shown on reserved against in the balance sheet as Unaudited Financial Statements or the notes thereto or books and records of September 30, 2007 (the “Most Recent Balance Sheet”), BioTE Companies; (ii) liabilities under any agreements, contracts, commitments, licenses or leases which Liabilities that have arisen prior to after the date of the Most Recent Latest Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none Ordinary Course of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), Business; (iii) liabilities Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the BioTE Companies of their respective obligations hereunder or thereunder or incurred in connection with the ordinary course of business since September 30transactions contemplated by this Agreement or the Ancillary Agreements, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or including the Transaction Expenses; (iv) other liabilities that are, individually and Liabilities disclosed in the aggregate, immaterialCompany’s Disclosure Letter; or (v) Liabilities for Company Transaction Expenses.

Financial Statements; No Undisclosed Liabilities. (a) Section 6.05(a) of the Cargill Disclosure Schedule contains (i) The the audited consolidated balance sheet and statement of operations and cash flows as of and for the year ended May 31, 2003 for the operations of the ▇▇▇▇▇▇▇ Fertilizer Businesses, together with the appropriate notes to such financial statements, accompanied by the report thereon of KPMG LLP, independent public accountants, and (ii) the unaudited combined balance sheet and statement of operations and cash flows as of and for the six-month period ended November 30, 2003 for the operations of the Cargill Fertilizer Businesses (the financial statements of referred to in clauses (i) and (ii) are collectively referred to herein as the Company included “Cargill Financial Statements“). The Cargill Financial Statements comply as to form in the SEC Reports all material respects with applicable accounting requirements, have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, thereto) and fairly present the financial condition, results of operations and cash flows condition of the Company and its consolidated Subsidiaries Cargill Fertilizer Businesses as of and for the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, ended (subject, in the case of unaudited statements, to normal, immaterial, the absence of footnote disclosure and to normal and recurring year-end audit adjustments). All other financialFor purposes of this Section 6.05(a), statistical, the Cargill Financial Statements include the Affiliated CFJVs and market and industry-related data included in the SEC Reports are based on or derived from sources that equity interests of the Company reasonably believes to be reliable and accurateUnaffiliated CFJVs. (iib) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for Except (i) liabilities or obligations shown on as set forth in the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”)Cargill Financial Statements, (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities as incurred in the ordinary course of business since September 30May 31, 2007 2003 and (none iii) as may arise out of which relates to a breach or in connection with this Agreement and the transactions contemplated hereby, the Cargill Fertilizer Businesses do not have any liabilities or obligations of contractany nature (whether accrued, breach of warrantyabsolute, tort, infringement, environmental, health contingent or safety matter, violation of Law otherwise) that individually or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregateaggregate would reasonably be expected to have a Cargill Material Adverse Effect. (c) Section 6.05(c) of the Cargill Disclosure Schedule lists, immaterialand Cargill has delivered to IMC copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC) effected by Cargill or its Subsidiaries relating to the Cargill Fertilizer Businesses since January 1, 2003. (d) To the knowledge of Cargill without independent investigation, there are no pending or threatened claims, suits, actions or proceedings seeking damages against Cargill or its Subsidiaries involving a material business or facility formerly owned by or used primarily in the ▇▇▇▇▇▇▇ Fertilizer Businesses that would reasonably be expected to result in a Cargill Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (ia) The quarterly and annual historical consolidated financial statements of the Company (including any notes and schedules thereto) included in the Company SEC Reports have been Documents (i) were prepared from the books and records of the Company and its Subsidiaries, (ii) complied as to form in accordance all material respects with the 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) were prepared in conformity with GAAP as in effect as of 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 Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis SEC) during the periods involved and (“GAAP”)iv) fairly present, except as may be otherwise specified in such all material respects, the consolidated financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows position of the Company and its respective consolidated Subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, therein indicated (subject, in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports adjustments that are based on or derived from sources that the Company reasonably believes not expected to be reliable and accuratematerial in amount). (iib) Subsequent 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 December 31, 2002, (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 date of the Company’s unaudited financial statements hereof, (including balance sheet, income statement 3) for liabilities and statement of cash flows) filed for the nine-month period ended September obligations incurred since June 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not 2003 in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companiesbusiness consistent with past practice, or any payment of or declaration not otherwise prohibited pursuant to pay any dividends this Agreement, and (4) for liabilities and obligations incurred in connection with the Merger or any other distribution with respect to transaction or agreement contemplated by this Agreement, neither the Group Companies, and (C) there Company nor any of its Subsidiaries has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition obligations of any nature (financial whether accrued, absolute, contingent or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Companyother than liabilities and obligations which would not, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Company Material Adverse ChangeEffect. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterial.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 4.4(a) sets forth true and complete copies of the audited balance sheet and related audited statements of operations, cash flow and changes in members’ equity of the Company as of and for the fiscal year ended September 30, 2018, the audited balance sheet and related audited statements of operations, cash flow and changes in members’ equity of the Company as of and for the three (3) months ended on December 31, 2018 and the unaudited balance sheet and related unaudited statements of operations, cash flow and changes in members’ equity of the Company as of and for the eight (8) months ended on August 31, 2019 (collectively, the “Company Financial Statements”). The Company Financial Statements (i) The financial statements of the Company included in the SEC Reports have been prepared in accordance with GAAP applied on a consistent basis throughout the applicable accounting requirements periods covered thereby (except as otherwise set forth in the notes thereto); (ii) fairly present, in all material respects, the financial position, results of operations and cash flow of the Company as of the respective dates thereof or for the respective periods set forth therein (except as may be stated in therein or in the notes thereto, if applicable) and (iii) have been prepared consistent with the Records of the Company; provided, however, that the Company Financial Statements that are unaudited are subject in all respects to normal and recurring year-end adjustments (which will not be material, individually or in the aggregate) and do not contain all footnotes and schedules required in audited financial statements. (b) With respect to EIF only, Schedule 4.4(b) sets forth true and complete copies of the audited balance sheet and related audited statements of income, cash flow and changes in partners’ capital of EIF ▇▇▇▇▇ as of and for the fiscal year ended December 31, 2018, and the rules unaudited balance sheet and regulations related unaudited statements of income, cash flow and changes in partners’ capital of EIF ▇▇▇▇▇ as of and for the Commission with seven (7) months ended on July 31, 2019 (the “EIF ▇▇▇▇▇ Financial Statements”). With respect thereto as in effect at to EIF only, the time of filing. Such financial statements EIF ▇▇▇▇▇ Financial Statements (i) have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved covered thereby (“GAAP”), except as may be otherwise specified set forth in such financial statements or the notes thereto and except that unaudited financial statements may not contain thereto); (ii) fairly present, in all footnotes required by GAAPmaterial respects, and fairly present the financial conditionposition, results of operations and cash flows flow of EIF ▇▇▇▇▇ as of the Company and its consolidated Subsidiaries as of and respective dates thereof or for the dates thereof and the results of operations and cash flows for the respective periods then ended, subject, set forth therein (except as may be stated in therein or in the case notes thereto, if applicable) and (iii) have been prepared consistent with the Records of EIF ▇▇▇▇▇; provided, however, that the EIF ▇▇▇▇▇ Financial Statements that are unaudited statements, are subject in all respects to normal, immaterial, normal and recurring year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to adjustments (which will not be reliable and accurate. (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, couldmaterial, individually or in the aggregate, have a Material Adverse Change) and do not contain all footnotes and schedules required in audited financial statements. (iiic) Without limiting the generality With respect to EIF and ▇▇▇ ▇▇ only, Schedule 4.4(c) sets forth true and complete copies of the foregoing paragraph audited balance sheet and related audited statements of income, cash flow and changes in partners’ capital of EIF ▇▇▇▇ as of and for the fiscal year ended December 31, 2018, and the unaudited balance sheet and related unaudited statements of income, cash flow and changes in partners’ capital of EIF ▇▇▇▇ as of and for the seven (ii7) months ended on July 31, 2019 (the “EIF ▇▇▇▇ Financial Statements”). With respect to EIF and ▇▇▇ ▇▇ only, the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for EIF ▇▇▇▇ Financial Statements (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as otherwise set forth in the notes thereto); (ii) fairly present, in all material respects, the financial position, results of operations and cash flow of EIF ▇▇▇▇ as of the respective dates thereof or for the respective periods set forth therein (except as may be stated in therein or in the notes thereto, if applicable) and (iii) have been prepared consistent with the Records of EIF ▇▇▇▇; provided, however, that the EIF ▇▇▇▇ Financial Statements that are unaudited are subject in all respects to normal and recurring year-end adjustments (which will not be material, individually or in the aggregate) and do not contain all footnotes and schedules required in audited financial statements. (d) The Company has no liabilities that would be required to be reflected on or reserved against in a balance sheet (or in the notes thereto) prepared in accordance with GAAP other than liabilities (i) reflected, reserved against or disclosed in the most recent balance sheet included in the Company Financial Statements, (ii) incurred since the Financial Statement Date in the ordinary course of business consistent with past practice (none of which results from, arises out of, relates to a or was caused by any breach of contract, breach of warranty, tort, infringement, environmental, health infringement or safety matter, violation of Applicable Laws or proceeding brought Law by Governmental Authoritiesany Acquired Company), (iii) incurred in accordance with the terms of this Agreement (including any Contract entered into subsequent to the Execution Date pursuant to Section 6.1) or (iv) set forth on Schedule 4.4(d). (e) The applicable Acquired Companies of such Seller (other than the Company) have no liabilities that would be required to be reflected on or reserved against in a balance sheet (or in the notes thereto) prepared in accordance with GAAP other than liabilities (i) reflected, reserved against or disclosed in the most recent balance sheet included in the EIF ▇▇▇▇▇ Financial Statements or the EIF ▇▇▇▇ Financial Statements, (ii) incurred since the Financial Statement Date in the ordinary course of business since September 30, 2007 consistent with past practice (none of which results from, arises out of, relates to a or was caused by any breach of contract, breach of warranty, tort, infringement, environmental, health infringement or safety matter, violation of Law by any Acquired Company), (iii) incurred in accordance with the terms of this Agreement (including any Contract entered into subsequent to the Execution Date pursuant to Section 6.1) or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that areset forth on Schedule 4.4(e). (f) Except for the EIF ▇▇▇▇▇ Indebtedness and as set forth in Schedule 4.4(f), individually and in the aggregate, immaterialapplicable Acquired Companies of such Seller do not have any outstanding Indebtedness.

Financial Statements; No Undisclosed Liabilities. (a) Attached as Schedule 3.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) The financial statements the audited consolidated balance sheet of the Company included in and its Subsidiaries as of December 31, 2017, December 31, 2018 and December 31, 2019 and the SEC Reports related audited consolidated statements of comprehensive loss, cash flows and members’ equity 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 (which reports shall be unqualified) (the “Audited Financial Statements”); and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Latest Balance Sheet Date (the “Unaudited Balance Sheet”) and the related unaudited consolidated statements of comprehensive loss, cash flows for the one 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), the Financial Statements (i) have been prepared from the books and records of the Group Companies; (ii) have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved (“GAAP”)indicated, except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (iii) fairly present, in all material respects, the consolidated financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the their consolidated results of operations and cash flows for the periods then ended, subject, except in the case each of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. clauses (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (Ciii): (w) there has not been any material adverse change in the propertiesas otherwise noted therein, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) that the condition of the industry of the Company that Unaudited Financial Statements do not disproportionately affect the Companyinclude footnotes, schedules, statements of equity and statements of cash flow and disclosures required by GAAP, (y) that the failure Audited Financial Statements and the Unaudited Financial Statements have not been prepared in accordance with Regulation S-X of the Company to meet its financial projections SEC or the standards of the PCAOB, and (z) that the Unaudited Financial Statements do not include all year-end adjustments required by GAAP, in each case of clauses (x), (y) or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C)which are not, a “Material Adverse Change”). There is no event that is reasonably likely expected to occur in the foreseeable future, which if it were to occur, couldbe material, individually or in the aggregate, have a Material Adverse Changein amount or effect. (iiic) Without limiting The books of account and other financial records of each Group Company have been kept accurately in all material respects in the generality Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the foregoing paragraph (ii), the Group Companies have been properly recorded therein in all material respects. Each Group Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, devised and whether due or maintains a system of internal accounting policies and controls sufficient to become due), except for provide reasonable assurances that (i) liabilities or obligations shown 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 balance sheet as books and records of September 30each Group Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, 2007 “Internal Controls”). (d) The Company has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or material weakness in the “Most Recent system of Internal Controls utilized by the Group Companies; (ii) any fraud, whether or not material, that involves the Group Companies’ management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Group Companies; or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to materially and adversely affect the Group Companies’ ability to record, process, summarize and report financial information. (e) Except for the Transaction Expenses, Liabilities incurred since the Latest Balance Sheet”Sheet Date and Liabilities set forth on Schedule 3.4(e), (iii) liabilities under the Company (A) has not conducted and does not conduct any agreements, contracts, commitments, licenses material business or leases which have arisen prior engage in any material activities other than those directly related to the date holding 100% of the Most Recent Balance Sheet and which are not limited liability company interests of the Company Subsidiaries, (B) has no Liabilities in excess of $250,000 that would be required to be reflected in a balance sheet, or the notes thereto, on an Unaudited Financial Statement prepared in accordance with GAAP and (ii) the Company (A) was formed solely for the purpose of holding 100% of the limited liability company interests of the Company Subsidiaries, (B) has not conducted any material business or engaged in any material activities other than those directly related to holding 100% of the limited liability company interests of the Company Subsidiaries, (C) has never engaged in any other activities other than incident to its ownership of the Company Subsidiaries and (D) has no Liabilities in excess of $250,000 that would be required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP. (f) Except as set forth on Schedule 3.4(f), no Group Company has any Liabilities of any nature whatsoever in excess of $250,000 that would be required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP, except (i) Liabilities expressly set forth in or reserved against in the Financial Statements or identified in the notes thereto; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, arises out of, relates to a to, is in the nature of, or was caused by any breach of contractContract or, breach of warranty, tort, infringement, environmental, health infringement or safety matter, violation of Applicable Laws or proceeding brought by Governmental AuthoritiesLaw), ; (iii) liabilities incurred Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the Company of its obligations hereunder or thereunder, other than those arising in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health compliance with Section 5.1; or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) for fees, costs and expenses for advisors and Affiliates of the Group Companies, including with respect to legal, accounting or other liabilities that are, individually and advisors incurred by the Group Companies in connection with the aggregate, immaterialtransaction contemplated by this Agreement. (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. (ia) The audited combined balance sheet of the Residential Business, including the Acquired Entities , as of December 31, 2013, and the related audited combined statements of operations, members’ equity (deficit), and cash flows of the Acquired Entities, together with all related notes thereto (including combining statements) for the twelve (12) month period ending December 31, 2013, accompanied by the reports thereon of the Residential Business independent auditors, as set forth on Section 3.4(a) of Sellers’ Disclosure Schedule (together with the financial statements prepared pursuant to Section 5.14, collectively, the “Financial Statements”), present fairly, in all material respects, the financial position and results of operations presented therein as of the Company included in date of, and for the SEC Reports have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such period referred to in, such financial statements have been prepared in accordance conformity with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accuratecovered thereby. (iib) Subsequent to Except as set forth at Section 3.4(b) of Sellers’ Disclosure Schedules, and immediately after the date of the Company’s unaudited financial statements (including balance sheetClosing, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies Acquired Entities has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the propertiesliability or obligation of any nature, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due known or to become due), except for unknown of the type required by GAAP (i) liabilities or obligations shown as in effect on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required Date) to be reflected in a balance sheetsheet of the Residential Business, including the Acquired Entities or disclosed in the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) except for any liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialBalance Sheet Date.

Financial Statements; No Undisclosed Liabilities. (a) The attached “Financial Statements Schedule” contains true, correct and complete copies of the following financial statements (the “Financial Statements”): (i) The financial statements the unaudited consolidated balance sheet of the Company included Group as of March 29, 2015 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations, stockholders’ equity and cash flows for the eight-month period then ended; and (ii) the audited consolidated balance sheet of the Company Group as of July 27, 2014 (the “Audited Balance Sheet”) and July 28, 2013, and the related audited consolidated statements of operations, stockholders’ equity and cash flows for each of the annual periods then ended (collectively with the Audited Balance Sheet, the “Audited Financial Statements”). Except as set forth in the SEC Reports have been prepared in accordance with the applicable accounting requirements and the rules and regulations “Financial Statements Schedule”, each of the Commission with respect thereto as foregoing Financial Statements is accurate, correct and complete in effect at all material respects and presents fairly in all material respects the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the consolidated financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for Group throughout the periods then ended, subject, covered thereby and such Financial Statements have been prepared in accordance with GAAP consistently applied throughout the case of unaudited statements, periods indicated (except that the Latest Balance Sheet is subject to normal, immaterial, normal year-end audit adjustments. All other financial, statisticalwhich shall not be material in amount, and market reclassifications and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable lacks footnote disclosure and accurateother presentation items). (iib) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for Except (i) liabilities or obligations shown on as reflected in the balance sheet as of September 30, 2007 Financial Statements (including the “Most Recent Balance Sheet”footnotes thereto), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities for Liabilities incurred in the ordinary course of business since September 30, 2007 the date of the Audited Balance Sheet (none of which relates to a any breach of contract, breach of warranty, tort, infringementinfringement or violations of law), environmental(iii) for the Company’s obligations set forth in this Agreement, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or and (iv) other liabilities that are, individually and for Liabilities identified in the aggregateschedules or exhibits to this Agreement (including the attached “No Undisclosed Liabilities Schedule”) in a reasonably apparent manner, immaterialthe Company Group has not incurred any Liabilities that would be required to be reflected in a consolidated balance sheet of the Company Group prepared in accordance with GAAP consistently applied.

Financial Statements; No Undisclosed Liabilities. (ia) The financial statements unaudited consolidated balance sheet of the Company included in the SEC Reports have been prepared in accordance with the applicable accounting requirements and the rules Subsidiary as of December 31, 2017 and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP2018, and fairly present the financial condition, results related unaudited consolidated statements of operations income and cash flows of the Company and its the Subsidiary for the years ended December 31, 2017 and 2018 (the “Financial Statements”), were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and fairly present in all material respects the consolidated Subsidiaries financial position of the Company and the Subsidiary as of December 31, 2017 and for the dates thereof 2018, and the their consolidated results of operations and cash flows for the periods fiscal years then ended. True, subject, in correct and complete copies of such Financial Statements have been made available to the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accuratePurchaser. (iib) Subsequent to The balance sheet and the date related unaudited consolidated statements of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect and the Company, (y) Subsidiary for the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September six-months ended June 30, 2007 2019 (the “Most Recent Balance Sheet Date”) are attached to Schedule 3.5(b) (the “Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the period indicated, and fairly present in all material respects the consolidated financial position of the Company and the Subsidiary as of the Balance Sheet Date and their consolidated results of operations for the period referred to therein, subject to normal year-end adjustments (none of which relates to a breach of contractare not, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred in the ordinary course of business since September 30, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialreasonably expected to be material) and the absence of notes otherwise required by GAAP. (c) The Company does not have any liabilities of a type or nature required to be reflected on a consolidated balance sheet of the Company and the Subsidiary prepared in accordance with GAAP, except: (i) liabilities reflected or reserved on the face of the Balance Sheet;

Financial Statements; No Undisclosed Liabilities. 7.8.1 Seller has heretofore delivered to Buyer (i) The financial pro forma combined, consolidated balance sheets of the Business as of May 28, 2000, May 27, 2001 and May 26, 2002, and the related combined, consolidated statements of earnings for each of the Company included years then ended (the "Year-end Statements"), and (ii) a pro forma combined, consolidated balance sheet of the Business as of April 20, 2003, and the related combined consolidated statements of earnings for the eleven (11) month period then ended (the "Interim Financials"). The Year-end Statements and the Interim Financials (together, the "Financial Statements") present fairly, in all material respects, the SEC Reports financial position, results of operation of the Business as of the dates and for the periods then ended, and have been prepared in accordance with the applicable accounting requirements GAAP and the rules and regulations Applicable Accounting Principles, except in the case of the Commission with respect thereto as Interim Financials, for normal year-end adjustments that are not material and the omission of footnote disclosures required by GAAP. The Year-end Statements for 2001 and 2002 and the Interim Financials do not contain any material (individually or in effect at the time aggregate) items of filing. Such financial statements have been non-recurring income required by GAAP to be separately disclosed. 7.8.2 As of the date hereof, to Seller's knowledge, none of the Acquired Companies has any Liabilities of a type required to be reflected on a balance sheet prepared in accordance with United States generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved except those (“GAAP”), except as may be otherwise specified in such financial statements i) set forth or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and provided for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All other financial, statistical, and market and industry-related data balance sheet (including notes thereto) included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. Interim Financials, (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheetincurred since April 20, income statement and statement of cash flows) filed for the nine-month period ended September 302003, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, or (Biii) there has not been any decrease in recorded as part of normal year end adjustments. Notwithstanding the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companiesforegoing, or any payment of or declaration no representation and warranty is made pursuant to pay any dividends or any other distribution this Section 7.8.2 with respect to the Group Companies, and (C) there has not been any material adverse change matter that is specifically addressed by another representation or warranty contained in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities this Section 7 or condition (financial any certificate or otherwise) instrument delivered pursuant to this Agreement. As of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due)date hereof, except for such matters that would not have a Company Material Adverse Effect, (i) liabilities or obligations shown the receivables of the Business, either reflected on the balance sheet as Interim Financials or created subsequent to April 20, 2003 were created in the ordinary course of September 30, 2007 (the “Most Recent Balance Sheet”)Business, (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date knowledge of Seller and subject to any reserves established therefor in the Most Recent Balance Sheet and which are not required to applicable financial statements, will be reflected in a balance sheet, or the notes thereto, prepared collected in accordance with GAAP (none of which relates to a breach of contracttheir terms and at their recorded amounts, breach of warrantyin accordance with the Business' prior practices, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), and (iii) liabilities incurred between April 20, 2003 and the date hereof, to the knowledge of Seller, neither Seller nor any of its Affiliates has (a) permitted or agreed to any extension in the time for payment of receivables relating to the Business other than in the ordinary course of business since September 30, 2007 and consistent with past practice or (none b) changed its policies or practices with respect to the extension of which relates credit to a breach customers of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) the Business other liabilities that are, individually and than in the aggregate, immaterialordinary course of business and consistent with past practice.

Financial Statements; No Undisclosed Liabilities. (a) Section 3.11 of the Written Schedule of Exceptions contains the following financial statements (collectively, the “Financial Statements”): (i) The financial the unaudited balance sheet of the Seller as of August 30, 2012 (the “Interim Balance Sheet”) and the related statements of income, cash flow and stockholders’ equity for the Company included eight-month period then ended (the “Interim Financial Statements”); and (ii) the unaudited balance sheets of the Seller as of December 31, 2011 and December 31, 2010 and the related statements of income, cash flow and stockholders’ equity for the respective twelve-month periods then ended. The Financial Statements were prepared in accordance with the SEC Reports books and records of the Seller, are complete and correct and fairly and accurately present in all material respects the financial condition of the Seller and the Business as of the dates indicated and the results of operations of the Seller and the Business for the respective periods indicated, and have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), consistently applied, except for the absence of complete footnote disclosure as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, GAAP and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, subject to changes resulting from normal, immaterial, yearrecurring period-end audit adjustments. All other financial, statistical, and market and industry-related data included in The Financial Statements reflect the SEC Reports are based on or derived from sources that consistent application of GAAP throughout the Company reasonably believes to be reliable and accurateperiods involved. (iib) Subsequent Except as and to the date of extent the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as amounts are specifically accrued or disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of businessInterim Balance Sheet, (B) there has the Seller does not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been have any material adverse change in the propertiesLiabilities, business, prospects, operations, regulatory status, earnings, assets, liabilities whether or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required by GAAP to be reflected in a balance sheetthe Interim Balance Sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities except for Liabilities that were incurred in the ordinary course of business consistent with past practice since September 30, 2007 (none the date of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialInterim Balance Sheet.

Financial Statements; No Undisclosed Liabilities. (a) Section 6.05(a) of the Seller Disclosure Letter contains the following financial statements (the “Financial Statements”): (i) The financial statements the unaudited consolidated balance sheet with respect to the Rome Group Members as of September 30, 2020 and the related unaudited consolidated statement of income with respect to the Rome Group Members for the fiscal year ended September 30, 2020; and (ii) the unaudited consolidated balance sheet with respect to the Rome Group Members as of March 31, 2021 (the “Stub Period Balance Sheet”), and the related unaudited consolidated statement of income with respect to the Rome Group Members for the six-month period ended March 31, 2021. (b) Each of the Company included foregoing Financial Statements presents fairly in all material respects the SEC Reports have been financial position and income of the Rome Group Members (taken as a whole) as of the dates thereof and throughout the periods covered thereby and were prepared in accordance with IFRS, in a manner and using accounting principles consistent with Parent’s historical financial statements (subject to normal year-end adjustments). (c) As of the applicable accounting requirements Closing Date, each of the Transferred US Entity, Dorchester US and Rome Holdings will have no assets or Liabilities other than (i) its ownership of Dorchester US, Rome Holdings and the rules Rome Entity, respectively, (ii) Liabilities for Taxes, (iii) assets and regulations Liabilities of such entities incurred pursuant to this Agreement, the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements other Transaction Documents or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPTransactions, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, (iv) in the case of unaudited statementsthe Transferred US Entity, the intercompany payable owing to normalthe Rome Entity, immaterial, year-end audit adjustments. All other financial, statistical, (v) the intercompany receivable between Dorchester US and market the Transferred US Entity and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes (vi) de minimis assets and Liabilities relating to be reliable and accuratecorporate existence. (d) Except as reflected or reserved against on the Stub Period Balance Sheet, there are no Liabilities of any of the Rome Group Members, in each case that would be required by IFRS to be reflected or reserved against on a consolidated balance sheet, except (i) Liabilities disclosed in Section 6.05(d) of the Seller Disclosure Letter, (ii) Subsequent to Liabilities reserved or reflected against in the Financial Statements, (iii) Liabilities incurred since the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not Stub Period Balance Sheet in the ordinary course Ordinary Course of business, (B) there has Business that would not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, couldbe expected, individually or in the aggregate, have to be material to the Transferred Group Members, taken as a Material Adverse Changewhole, and which are of the same character and nature as the Liabilities set forth on the Stub Period Balance Sheet, (iv) Liabilities incurred as a result of the Transactions or (v) Liabilities arising under the executory portion of any Contract disclosed in the Seller Disclosure Letter (other than Liabilities for, or arising out of, breach of contract or breach of warranty tort, infringement, violation of Law, claim or lawsuit). (iiie) Without limiting the generality Each of the foregoing paragraph (ii), the Company has no Transferred Group Members maintains books and records reflecting its assets and liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, that are accurate in all material respects and whether due or maintains internal accounting controls designed to become due), except for provide reasonable assurance that (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”)transactions are executed with management’s authorization, (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior transactions are recorded as necessary to the date permit preparation of the Most Recent Balance Sheet Transferred Group Members’ consolidated financial statements and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities)maintain accountability for its assets, (iii) liabilities incurred access to its assets is permitted only in the ordinary course of business since September 30accordance with management’s authorization, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or and (iv) other liabilities that are, individually and in the aggregate, immaterialreporting of its assets is compared with existing assets at regular intervals.

Financial Statements; No Undisclosed Liabilities. Except as set forth on Schedule 2.7: ------------ (a) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has delivered to Purchaser (i) The financial the audited consolidated balance sheets of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as of February 28, 1996, and 1995 and the related consolidated statements of operations, common stockholders' equity and cash flows for the Company included fiscal years ended February 28, 1996, 1995 and 1994, accompanied in each case by the SEC Reports opinion thereon of KPMG Peat Marwick LLP, independent public accountants, (such audited financial statements, including the notes thereto, hereinafter being referred to as the "Audited Financial Statements"), and (ii) the unaudited consolidated balance sheet of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as of August 31, 1996 and the related unaudited consolidated statements of operations, common stockholders' equity and cash flows for the six months ended August 31, 1996 set forth on Schedule 2.7(a) (the --------------- "Unaudited Financial Statements"). (The Audited Financial Statements and the Unaudited Financial Statements including the notes thereto together hereinafter being referred to as the "Financial Statements"). All of the Financial Statements have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during (except as indicated therein) throughout the periods involved (“GAAP”), except as may be otherwise specified indicated and present fairly in such all material respects the consolidated financial statements or the notes thereto position of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries SPG as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, ended subject, in the case of unaudited statementsthe Unaudited Financial Statements, to normal, immaterial, normal recurring year-end audit adjustments. All other financial, statisticaladjustments specifically required by this Agreement, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurateabsence of notes. (iib) Subsequent to the date Neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor SPG has any Claims, debts, obligations, guaranties of the Company’s unaudited financial statements (including balance sheet, income statement and statement obligations of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein others or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, absolute or contingent, liquidatedliquidated or unliquidated, unliquidated or otherwise, and whether due or to become due), except for (i) Claims, debts, obligations, guaranties and liabilities to the extent reflected or obligations shown on reserved against in the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”)Financial Statements, (ii) debts, obligations, guaranties and liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required extent referred to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities)Schedule -------- 2.12, (iii) debts, obligations, guaranties and liabilities incurred or entered ---- into subsequent to August 31, 1996, in the ordinary course of business since September 30and otherwise not in contravention of this Agreement, 2007 (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) debts, obligations and liabilities relating to this Agreement and the Related Agreements and instruments being executed and delivered in connection herewith and the transactions referred to herein and therein (including obligations to pay legal fees, financial advisory fees, bank fees, accounting fees and other liabilities that are, individually and amounts in connection therewith so long as such obligations are included in determining Stockholders Equity in the aggregate, immaterialFinal Closing Statements).

Financial Statements; No Undisclosed Liabilities. (a) Attached hereto as Section 3.4(a) of the Company Schedules are true, correct and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) The financial audited consolidated balance sheet of the Group Companies as of December 31, 2019, and the related audited consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash for the fiscal year then ended (the “Audited Financials”); (ii) unaudited consolidated balance sheet of the Group Companies as of December 31, 2020 and the income statement and statement of cash flows for the twelve (12)-month period then ended; and (iii) unaudited consolidated balance sheets of the Group Companies as of January 31, 2021 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of income and cash flows of the Company included Group Companies for the one (1)-month period then ended. (b) The Financial Statements (i) have been prepared from, and reflect in all material respects, the SEC Reports books and records of the Group Companies, (ii) have been prepared in accordance with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles Accounting Principles applied on a consistent basis during throughout the periods involved (“GAAP”)covered thereby, except as may be otherwise specified indicated in such financial statements or the notes thereto and except that subject, in the case of unaudited financial statements may not contain all Financial Statements, to the absence of footnotes required by GAAPand normal year-end adjustments, none of which are material to the Group Companies, taken as a whole, and (iii) fairly present present, in all material respects, the consolidated financial condition, results of operations and cash flows position of the Company and its consolidated Subsidiaries Group Companies as of and for the dates thereof and the their consolidated results of operations and cash flows for the periods then ended, subject, in the case of unaudited statementsFinancial Statements, to normal, immaterial, the absence of footnotes and normal year-end audit adjustments. All other financial, statistical, and market and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable and accurate. (c) Except (i) as set forth on the Latest Balance Sheet (including the notes, if any, thereto), (ii) Subsequent to the date of the Company’s unaudited financial statements (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has Liabilities incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwise) of the Group Companies taken as a whole; excluding any changes caused by (x) the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”), (ii) liabilities under any agreements, contracts, commitments, licenses or leases which have arisen prior to business since the date of the Most Recent Latest Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to is a Liability for breach of contract, breach of warranty, tort, infringement, environmental, health misappropriation or safety matter, violation of Applicable Laws or proceeding brought by Governmental AuthoritiesLaw), (iii) liabilities for Liabilities incurred in connection with the ordinary course negotiation, preparation or execution of business since September 30this Agreement or any Ancillary Documents, 2007 (none the performance of which relates to a breach their respective covenants and agreements in this Agreement or any Ancillary Document or the consummation of contractthe transactions contemplated hereby or thereby, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities for Liabilities disclosed in Section 3.4(c) of the Company Schedules, (v) for Liabilities that arewould not be required to be set forth on a balance sheet prepared in accordance with the Accounting Principles; provided, that such Liabilities are not material, individually and or in the aggregate, immaterialto the Group Companies, taken as a whole, or (vi) for Liabilities that are not material to the Group Companies, taken as a whole, no Group Company has any Liabilities. No Group Company is a party to any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). (d) Each Group Company has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with applicable accounting standards and to maintain accountability for the Group Companies’ assets. Since December 31, 2017, no Group Company has received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies.

Financial Statements; No Undisclosed Liabilities. (ia) The consolidated financial statements of the Company (including any notes and schedules thereto) included in the Company SEC Reports have been Documents (i) complied or will comply as of their respective dates as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as in effect on the date of filing thereof, (ii) were prepared in accordance with GAAP as in effect on the applicable accounting requirements and 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 Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during SEC) throughout the periods involved and (“GAAP”)iii) fairly present, except as may be otherwise specified in such all material respects, the consolidated financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present the financial condition, results of operations and cash flows position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, therein indicated (subject, in the case of unaudited statements, to normal, immaterial, normal and recurring year-end and audit adjustmentsadjustments as permitted by the rules and regulations of the SEC, none of which are expected to be material). All other financial, statisticalThe books and records of the Company and its Subsidiaries have been, and market are being, maintained in all material respects in accordance with GAAP and industry-related data included in the SEC Reports are based on or derived from sources that the Company reasonably believes to be reliable any other applicable legal and accurateaccounting requirements and reflect only actual transactions. (iib) Subsequent to Except (i) as set forth, reflected or reserved against in the date of the Company’s unaudited financial statements consolidated balance sheet (including balance sheet, income statement and statement of cash flows) filed for the nine-month period ended September 30, 2007, except as disclosed therein or in any subsequent SEC Report, (A) none of the Group Companies has incurred any liabilities, direct or contingent or has entered into any transactions not in the ordinary course of business, (B) there has not been any decrease in the Capital Stock or any increase in long-term indebtedness or any increase in short-term indebtedness of the Group Companies, or any payment of or declaration to pay any dividends or any other distribution with respect to the Group Companies, and (C) there has not been any material adverse change in the properties, business, prospects, operations, regulatory status, earnings, assets, liabilities or condition (financial or otherwisenotes thereto) of the Group Companies taken as a whole; excluding any changes caused by (x) Company included in its quarterly report on Form 10-Q for the condition of the industry of the Company that do not disproportionately affect the Company, (y) the failure of the Company to meet its financial projections or (z) the execution and delivery of this Agreement and consummation of the transactions contemplated hereby (each of clauses (A), (B) and (C), a “Material Adverse Change”). There is no event that is reasonably likely to occur in the foreseeable future, which if it were to occur, could, individually or in the aggregate, have a Material Adverse Change. (iii) Without limiting the generality of the foregoing paragraph (ii), the Company has no liabilities or obligations (whether actual, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for (i) liabilities or obligations shown on the balance sheet as of September quarter ended June 30, 2007 (the “Most Recent Balance Sheet”)2006, (ii) for liabilities under any agreementsand obligations incurred since June 30, contracts, commitments, licenses or leases which have arisen prior to the date of the Most Recent Balance Sheet and which are not required to be reflected in a balance sheet, or the notes thereto, prepared in accordance with GAAP (none of which relates to a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Applicable Laws or proceeding brought by Governmental Authorities), (iii) liabilities incurred 2006 in the ordinary course of business since September 30consistent with past practice or (iii) for liabilities and obligations incurred in connection with the Merger or any other transaction contemplated by this Agreement, 2007 neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (none of which relates whether accrued, absolute, contingent or otherwise) required by GAAP to be reflected on a breach of contract, breach of warranty, tort, infringement, environmental, health or safety matter, violation of Law or proceeding brought by Governmental Authorities) and/or (iv) other liabilities that are, individually and in the aggregate, immaterialconsolidated balance sheet.