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

Financial Statements; No Undisclosed Liabilities. (a) Copies of the (i) audited consolidated balance sheets of the Company and Subsidiaries as at December 31, 2004, 2005, and 2006 and the related audited consolidated statements of income, stockholders’ equity and cash flows of the Company and Subsidiaries for the years then ended (the “Financial Statements”) and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at February 28, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (y) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Company, (iii) for Taxes, or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) Copies of the (i) The audited consolidated balance sheets sheet of the Company and the Subsidiaries as at of December 31, 20042013 and 2014, 2005, and 2006 and the related audited consolidated statements of income, stockholders’ equity income and cash flows of the Company and the Subsidiaries for the years then ended (the “Financial Statements”) December 31, 2013 and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at February 28, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has been 2014 were prepared based in conformity with GAAP applied on the books and records of the Company a consistent basis (except as may be indicated in the notes thereto), and fairly present the consolidated financial position of the Company and the Subsidiaries as of December 31, 2013 and 2014, and their consolidated results of operations and cash flows for the fiscal years then ended. True, correct and complete copies of such financial statements have been made available to Purchaser. (yb) has been The balance sheet and the related unaudited consolidated statements of income of the Company and the Subsidiaries for the four-months ended April 30, 2015 (the “Balance Sheet Date”), true, correct and complete copies of which are attached to Schedule 3.5(b) (the “Balance Sheet”), were prepared from the books and records of the Company and the Subsidiaries in accordance conformity with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) period indicated, and (z) fairly presents, in all material respects, present the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets position of the Company and its the Subsidiaries as at December 31, 2006 is of the Balance Sheet Date and their consolidated results of operations for the period referred to herein as therein, subject to normal year-end adjustments (which are not, in the “Balance Sheet” aggregate, reasonably expected to be material) and December 31, 2006 is referred to herein as the “Balance Sheet Dateabsence of notes otherwise required by GAAP.” (bc) The Company and the Subsidiaries maintain a system of internal accounting controls which are in all material respects effective in providing reasonable assurance that (i) records are maintained in reasonable detail that fairly reflect the transactions and dispositions of the assets of the Company and the Subsidiaries, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) transactions are executed and expenditures of the Company and the Subsidiaries are being made only in accordance with appropriate general or specific authorizations of management, 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. Notwithstanding the foregoing, Purchaser acknowledges that (x) ▇▇▇ provides an accounting control environment compliant with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, an (y) as of the Closing, the Company and the Subsidiaries will no longer operate in such an environment, except to the extent provided by Purchaser. None of the Company or any Subsidiary has entered into any off-balance sheet transactions, arrangements or has any obligations (including contingent obligations) or other material relationships with unconsolidated entities or other Persons. (d) There are no debtsliabilities obligations or commitments of any nature whatsoever, liabilities asserted or obligationsunasserted, whether accrued known or fixedunknown, absolute or contingent, accrued or unaccrued, matured or unmatured or determined or determinableotherwise, of the Company or any Subsidiary of a nature required to be reflected on a balance sheet prepared in accordance with GAAPany kind, other than any such debts, liabilities or obligations (i) liabilities adequately reflected in or reserved against on in the Financial Statements or the notes theretoBalance Sheet, (ii) liabilities not required under GAAP to be shown on the Balance Sheet for reasons other than the contingent nature thereof or the difficulty of determining the amount thereof; (iii) liabilities disclosed in Schedule 3.5(d); and (iv) liabilities incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of since the Company, (iii) for Taxes, or (iv) that would notBalance Sheet Date which, individually or in the aggregate, are not reasonably likely to be material to the Company or any Subsidiary. (e) Since the Balance Sheet Date, (i) the Business has been operated in the ordinary course of business consistent with past practices, (ii) none of the Company or the Subsidiaries have taken or omitted to take any action which, had such action or omission occurred after the date of this Agreement, would have violated the covenants in Section 5.3, and (iii) there has not been any event, occurrence or development which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) Copies of the (i) Schedule 4.02(u)(i) sets forth the unaudited balance sheet of the Company as of June 30, 2012 and the related unaudited statements of operations and cash CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. flows for the six (6) month period then ended (the “Interim Financial Statements”) and the audited consolidated balance sheets of the Company as of December 31 as of each of 2010 and Subsidiaries as at December 312011 (together with the Interim Financial Statements, 2004, 2005, and 2006 and the related audited consolidated statements of income, stockholders’ equity and cash flows of the Company and Subsidiaries for the years then ended (the “Financial Statements”) and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at February 28, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (y) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at of the respective dates thereof and or for the respective periods indicated set forth therein. Each , all in conformity with GAAP consistently applied except as otherwise noted therein, subject to any adjustments that may result from an audit thereon that have not been and will not be material in amount, and in the case of the Stub Period Interim Financial Statements (A) has subject to normal and recurring year-end adjustments that have not been prepared based on the books and records will not be material in amount. True and correct copies of the CompanyFinancial Statements delivered to either Seller by the Company have been made available to Purchaser. (ii) Except as disclosed in Schedule 4.02(u)(ii), (B) has been prepared or included in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respectsFinancial Statements, the consolidated financial positionCompany has no Liabilities, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities contingent or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAPotherwise, other than any such debts, liabilities or obligations (i) reflected or reserved against on Liabilities which would not be required under GAAP to be disclosed in the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Company, (iii) for Taxes, or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectStatements.

Financial Statements; No Undisclosed Liabilities. (a) Copies of the (i) audited consolidated unaudited combined balance sheets sheet of the Company and Subsidiaries Business as at December 31, 2004, 2005, and 2006 2014 (the “Balance Sheet”) and the related audited consolidated statements unaudited combined statement of income, stockholders’ equity and cash flows results of operations of the Company and Subsidiaries Business for the years then 12-month period ended (the “Financial Statements”) and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at February 28December 31, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended 2014 (collectively referred to as the “Stub Period Combined Pro-Forma Financial Statements”), are attached hereto as Schedule 3.6(a) have been made available to the Buyer in the virtual data room. The Combined Pro-Forma Financial Statements have been properly extracted from the business records of the Disclosure Schedules. Each of the Financial Statements (x) has been prepared based on Veyance Technologies consolidated group and are consistent with the books and records of the Company Sellers and the SLP Subsidiary (except as may be indicated in subject to the notes theretoapplication of estimates and assumptions required to present the Business on a stand-alone basis), (y) has been . The consolidated financial statements of the Veyance Technologies group were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) accounting policies and (z) fairly presentsprocedures of Veyance Technologies, in all material respects, the consolidated financial position, results of operations which accounting policies and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared procedures are in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis consistently applied throughout the period periods covered thereby. The Sellers and (C) the SLP Subsidiary have utilized good faith estimates and assumptions in preparing the stand-alone carve-out financial statements represented by the Combined Pro-Forma Financial Statements, which Combined Pro-Forma Financial Statements fairly presents, present in all material respects, respects the consolidated financial position, condition and results of operations and cash flows of the Company Business as at of the respective dates thereof date hereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Datecovered thereby.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, Liabilities of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAPBusiness (whether known or unknown and whether absolute, contingent or otherwise) other than any such debts, liabilities or obligations Liabilities (i) fully reflected or reserved against on the Combined Pro-Forma Financial Statements or the notes theretoStatements, (ii) that were incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 Balance Sheet in the ordinary course of business operation of the CompanyBusiness consistent with past practices (other than Liabilities for breaches, defaults, or nonperformance of contracts, violations of Law, torts or infringements), (iii) for Taxes, or (iv) that would not, individually or as disclosed in Schedule 3.5(b) of the aggregate, reasonably be expected to have a Material Adverse EffectDisclosure Schedules.

Financial Statements; No Undisclosed Liabilities. (a) Copies True and complete copies of the (i) audited unaudited consolidated balance sheets sheet of the Company and Subsidiaries Business (including EMS Brazil on a consolidated basis) as at December 31September 30, 20042006 (the “Balance Sheet”), 2005, and 2006 and the related audited unaudited consolidated statements of income, stockholders’ equity results of operations and cash flows of the Company and Subsidiaries Business (including EMS Brazil on a consolidated basis) for the years then ended (the “Financial Statements”) nine-month period ending September 30, 2006, together with all related notes and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at February 28, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended schedules thereto (collectively referred to as the “Stub Period Financial Statements”), ) are attached hereto as Schedule 3.6(a3.5(a) of the Disclosure Schedules. Each of the The Financial Statements (xi) has have been prepared based on the books and records of the Company Seller and EMS Brazil pertaining to the Business; (except as may be indicated in the notes thereto), (yii) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) indicated; and (ziii) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company Business (including EMS Brazil on a consolidated basis) as at the respective dates thereof and for the respective periods indicated therein. Each , except as otherwise noted therein and subject to normal and recurring year-end audit adjustments and the absence of notes, in each case, that will not, individually or in the aggregate, be material. (b) True and complete copies of (i) the unaudited consolidated balance sheet of EMS Brazil as of December 31, 2005 (the “EMS Brazil Balance Sheet”), and the related unaudited consolidated statements of results of operations and cash flows of EMS Brazil for the fiscal year ended December 31, 2005, together with all related notes and schedules thereto, and (ii) the unaudited consolidated balance sheet of EMS Brazil as of September 30, 2006 (the “EMS Brazil Unaudited Balance Sheet”), and the related unaudited consolidated results of operations and cash flows for the nine-month period ended September 30, 2006, are attached as Schedule 3.5(b) of the Stub Period Disclosure Schedules (collectively referred to as the “EMS Brazil Financial Statements”). The EMS Brazil Financial Statements (Ax) has have been prepared based on the books and records of the Company, EMS Brazil; (By) has have been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period periods indicated; and (Cz) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company EMS Brazil as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets , except as otherwise noted therein and subject to normal and recurring year-end audit adjustments and the absence of notes, in each case, that will not, individually or in the Company and its Subsidiaries as at December 31aggregate, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Datebe material.” (bc) There Insofar as is Known to the Seller, there are no debts, liabilities liabilities, obligations, or obligationscommitments, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company Business of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or liabilities, obligations and commitments (i) reflected or reserved against on the Financial Statements or and on the notes theretoEMS Brazil Financial Statements, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 Balance Sheet in the ordinary course of business of the Company, (iii) for Taxesconsistent with past practice, or (iviii) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) There are no debts, liabilities, obligations or commitments, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of EMS Brazil, other than any such debts, liabilities, obligations and commitments (i) reflected or reserved against on the EMS Brazil Unaudited Balance Sheet or (ii) incurred since the date of the EMS Brazil Unaudited Balance Sheet in the ordinary course of business consistent with past practice.

Financial Statements; No Undisclosed Liabilities. (a) Copies Seller has delivered true, correct and complete copies of the Audited Financial Statements to Buyer. The Audited Financial Statements (i) audited consolidated balance sheets of the Company and Subsidiaries as at December 31have been prepared in accordance with GAAP, 2004, 2005, and 2006 and the related audited consolidated statements of income, stockholders’ equity and cash flows of the Company and Subsidiaries for the years then ended (the “Financial Statements”) and (ii) present fairly in all material respects the unaudited consolidated balance sheets financial condition, results of the Company operations, statements of cash flow and changes in shareholder equity of each of (i) ▇▇▇▇▇ USA and its Subsidiaries subsidiaries and (ii) Banner Europe, in each case as at February 28, 2007 the dates and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has been prepared based on the books and records of the Company (except as may be relevant periods indicated in the notes thereto), (y) has been prepared in accordance with GAAP applied on a consistent basis throughout through the periods indicated covered thereby. (except b) Except as may be indicated in set forth on Section 4.6(b) of the notes thereto) and (z) fairly presents, in all material respectsDisclosure Letter, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Unaudited Interim Financial Statements (Ai) has been prepared based on the books and records of the Company, (B) has have been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to applied consistently through the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period periods covered thereby, and (Cii) present fairly presents, in all material respects, respects the consolidated financial positioncondition, results of operations operations, statements of cash flow and cash flows changes in shareholder equity of the Company each of (i) ▇▇▇▇▇ USA and its Subsidiaries and (ii) Banner Europe, in each case as at the respective dates thereof and for the respective relevant periods indicated therein. The audited consolidated balance sheets in accordance with GAAP applied on a basis consistent with prior periods (except as otherwise indicated therein or in the notes thereto); provided, however, that the Unaudited Interim Financial Statements are subject to normal year-end adjustments and lack footnotes and other presentation items. (c) Except as set forth on Section 4.6(c) of the Disclosure Letter, each Banner Company maintains internal controls over financial reporting that provide reasonable assurance that: (i) receipts and expenditures are made, and access to each Banner Company’s assets are permitted only in accordance with, management’s authorization; (ii) each Banner Company’s books and records accurately and fairly reflect in reasonable detail the transactions and dispositions of the assets of such Banner Company; (iii) the reporting of the assets of each Banner Company is compared with existing assets at regular intervals; and (iv) transactions are recorded as necessary to permit preparation of financial statements of each Banner Company in accordance with GAAP and to maintain accountability for the assets of such Banner Company. (d) Except as set forth on Section 4.6(d) of the Disclosure Letter, neither (i) ▇▇▇▇▇ USA and its Subsidiaries as at December 31Subsidiaries, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” nor (bii) There are no debts, Banner Europe has any liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required by GAAP to be reflected on in a balance sheet prepared or in accordance with GAAPnotes thereto, other than any such debts, liabilities or obligations except those (iA) reflected or reserved against on in the Audited Financial Statements (or described in the notes thereto) or in the Unaudited Interim Financial Statements, (iiB) set forth or reflected in the Disclosure Letter hereto, or (C) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of consistent with past practice since the Company, (iii) for Taxes, or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectReference Statement Date.

Financial Statements; No Undisclosed Liabilities. (a) Copies Seller has made available to Buyer correct and complete copies of the (i) audited consolidated unaudited balance sheets of the Company Seller dated April 30, 2018, 2017 and Subsidiaries as at December 312016, 2004, 2005, and 2006 and the related audited consolidated unaudited statements of income, stockholders’ equity income and cash flows of the Company and Subsidiaries for the fiscal years then ended (collectively, the “Financial Statements”) and (ii) , the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries Seller as at February 28of April 30, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively 2018 is referred to herein as the “Stub Period Financial StatementsReference Balance Sheet” and April 30, 2018 is referred to herein as the “Reference Balance Sheet Date”), are attached hereto as Schedule 3.6(a. (b) of the Disclosure Schedules. Each of the The Financial Statements (x) has been prepared based on are consistent with the books and records of Seller and fairly present in all material respects the Company (except financial position of Seller as may be of the dates indicated and the results of operations of Seller for the periods indicated, in the notes thereto), (y) has been prepared in accordance conformity with GAAP applied on a consistent basis throughout the periods indicated (specified, except as may be indicated in expressly set forth therein and except that the notes theretoFinancial Statements omit footnotes and the disclosures required therein. (c) and (z) fairly presentsAs relates to the Business or the Purchased Assets, in all material respects, the consolidated financial position, results of operations and cash flows as of the Company as at the respective dates thereof and Agreement Date, Seller does not have any material Liabilities, except for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) Liabilities which are adequately reflected or reserved against on in the Financial Statements or the notes theretoReference Balance Sheet, (ii) incurred since Liabilities which have arisen after the date of the audited consolidated balance sheet of the Company as at December 31, 2006 Reference Balance Sheet Date in the ordinary course Ordinary Course of business of the CompanyBusiness, (iii) Liabilities relating to or arising under Leases, Contracts, Permits and Permitted Encumbrances which do not result from or arise out of breaches thereof, (iv) Liabilities for TaxesTaxes that do not violate the representations and warranties contained in Section 4.12, or (ivv) that would not, individually or those set forth in Section 4.5(c) of the aggregate, reasonably be expected to have a Material Adverse EffectSeller Disclosure Schedules.

Financial Statements; No Undisclosed Liabilities. (a) Copies of the (i) The audited consolidated balance sheets of the Company and Subsidiaries Target Companies as at December of March 31, 20042023 (the “Latest Balance Sheet”), 2005March 31, 2022 and 2006 March 31, 2021 and the related audited consolidated statements of income, stockholders’ equity and cash flows of the Company and Subsidiaries operations for the years then fiscal periods ended March 31, 2023 and March 31, 2022 (together, the “Audited Financial Statements”) and have been delivered to SPAC. (iib) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at February 28The Audited Financial Statements have been, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the PCAOB Financial Statements (x) has been prepared based on will be, when delivered to SPAC, derived from the books and records of the Company (except as may be indicated Target Companies. The Audited Financial Statements have been, and the PCAOB Financial Statements will be, when delivered to SPAC, prepared in the notes thereto), (y) has been prepared all material respects in accordance with GAAP IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in therein, and the notes thereto) Audited Financial Statements fairly presents and (z) the PCAOB Financial Statements will, when delivered to SPAC, fairly presentspresent, in all material respects, the consolidated combined assets, liabilities, and financial position, results condition as of operations and cash flows of the Company as at the respective dates thereof and the operating results of the Target Companies for the respective periods indicated therein. Each covered thereby, subject to normal, year-end audit adjustments (none of which will be material) and the Stub Period Financial Statements (A) has been prepared based on the books absence of footnotes and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Dateother presentation items.” (bc) There The Target Companies have no material Liabilities that are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected disclosed on a balance sheet prepared in accordance with GAAPIFRS, other than any such debts, liabilities or obligations (i) reflected Liabilities set forth in or reserved against on in the Audited Financial Statements or the notes thereto, Statements; (ii) incurred since Liabilities which have arisen after the date of the audited consolidated balance sheet of the Company as at December 31, 2006 Latest Balance Sheet in the ordinary course Ordinary Course of business Business (none of the Companywhich results from, arises out of, or was caused by any breach of warranty, breach of Contract or infringement or violation of Law); or (iii) for TaxesLiabilities arising under this Agreement, the Ancillary Agreements and/or the performance by Target of its obligations hereunder or thereunder or incurred in connection with the transactions contemplated by this Agreement, including the Parent Transaction Expenses. (ivd) that would not, individually or in Target has no outstanding indebtedness. (e) Target does not maintain any “off-balance sheet arrangement” within the aggregate, reasonably be expected to have a Material Adverse Effectmeaning of Item 303 of Regulation S-K of the Securities and Exchange Commission.

Financial Statements; No Undisclosed Liabilities. (a) Copies Seller has delivered to Purchaser true, correct and complete copies of the (i) audited consolidated combined balance sheets of the Company Business as of September 26, 2014 (the “Balance Sheet Date”), June 27, 2014 and Subsidiaries as at December 31September 27, 20042013, 2005, and 2006 and the related audited consolidated combined statements of income, stockholders’ equity income and cash flows for the nine (9) months ended June 27, 2014 and fiscal years ended September 26, 2014, September 27, 2013 and September 28, 2012, including any notes thereto, are set forth on Schedule 3.18(a)(i) of the Company and Subsidiaries for the years then ended Seller Disclosure Letter (collectively, the “Financial Statements”) and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at February 28, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Financial Statements (xi) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (y) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in covered thereby and the notes thereto) books and records of the Seller and its Affiliates and (zii) each fairly presentspresent, in all material respectsrespects and in conformity with GAAP applied on a consistent basis, the consolidated combined financial position, results of operations assets and cash flows liabilities of the Company Business as at the respective dates thereof and its combined results of operations, stockholder equity, revenues, expenses and cash flows for the respective periods indicated thereinthen ended. Each Except as described in the Financial Statements or the notes thereto, the Financial Statements do not reflect the assets, liabilities or operations of any entity or business other than the Business. To the Knowledge of Seller, no products manufactured or contracted to be manufactured in the Business contain any “conflict minerals” originating from the Democratic Republic of Congo or an “adjoining country” (each as defined in Section 1502(e) of the Stub Period Financial Statements (A) has been prepared based on the books ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet DateConsumer Protection Act).” (b) There are no debtsAssumed Liabilities or Liabilities of the Business (whether accrued, liabilities or obligationsabsolute, whether accrued or fixed, absolute or contingent, matured asserted, unasserted, known or unmatured unknown or determined or determinableotherwise), of the Company of a nature except (i) Liabilities that are not required to be reflected set forth or reserved against on a consolidated balance sheet of the Business prepared in accordance with GAAP, GAAP or the notes thereto (other than any solely as a result of such debtsAssumed Liabilities or Liabilities not being actually known to Seller as of the date of the relevant balance sheet), liabilities or obligations (iii) reflected or reserved against on Liabilities disclosed in the Financial Statements or the notes thereto, (iiiii) Liabilities incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of since the CompanyBalance Sheet Date or that are included in Closing Working Capital, (iii) for Taxes, or (iv) that Liabilities which would not, individually or in the aggregate, be reasonably be expected to have be material to the Business, the Conveyed Companies and the Purchased Assets, taken as a Material Adverse Effectwhole, (v) Liabilities incurred under this Agreement or the other Transaction Documents or disclosed on Schedule 3.18(b) of the Seller Disclosure Letter, (vi) the Retained Liabilities and (vii) Liabilities arising from performance obligations under any Contract, Real Property Lease or outstanding purchase order (but in each case, not including any Liability arising as a result of any material breach by Seller or its Affiliates of such Contract, Real Property Lease or purchase order or any Action with respect thereto).

Financial Statements; No Undisclosed Liabilities. (a) Copies of the Seller has delivered to Purchaser (i) the audited consolidated balance sheets sheet of the Company and Subsidiaries as at December 31, 2004, 2005, and 2006 Westport and the related audited consolidated statements of income, stockholders’ stockholder’s equity and cash flows of the Company and Subsidiaries for the years then fiscal year ended December 31, 2012 (the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries Subsidiary as at February 28of September 30, 2007 2013 (the “Balance Sheet Date”) and the related unaudited consolidated statements of income income, stockholder’s equity and cash follows of the Company and its Subsidiaries flows for the two nine (9) months then ended on the Balance Sheet Date (collectively referred to as the “Stub Period Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements, are attached hereto including the footnotes thereto, except as Schedule 3.6(adescribed therein or on Section 3.7(a) of the Seller Disclosure Schedules. Each Letter and, in the case of the Interim Financial Statements (x) has except for the absence of notes thereto, and subject to normal year-end adjustments which will not be material, in each case, have been prepared in accordance with GAAP, consistently followed throughout the periods indicated. (b) The Financial Statements are based on the books and records of the Company (except as may be indicated in the notes thereto)and its Subsidiary, (y) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly presentspresent, in all material respects, the consolidated financial position, condition and the results of operations the income, stockholder’s equity and cash flows of the Company and its Subsidiary as at of the respective dates thereof and for the respective periods indicated thereinthey were prepared. Each The Company maintains a standard system of the Stub Period Financial Statements (A) has been prepared based on the books accounting established and records of the Company, (B) has been prepared administered in accordance with GAAP GAAP. (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotesc) Except as set forth on a consistent basis throughout the period and (CSection 3.7(c) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of Seller Disclosure Letter, the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There Subsidiary do not have any Liabilities that are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected set forth on a consolidated balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations except (i) Liabilities reflected or reserved against on the Financial Statements or as of the notes theretoBalance Sheet Date, (ii) Liabilities incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of consistent in types and amounts with past practice since the Company, Balance Sheet Date and (iii) for Taxes, or (iv) that would not, individually or Liabilities incurred in connection with the aggregate, reasonably be expected to have a Material Adverse Effecttransactions contemplated hereby.

Financial Statements; No Undisclosed Liabilities. (aAttached to Section 3.1(e) Copies of the Ntera Disclosure Schedule are the following financial statements (collectively, the “Ntera Financial Statements”): (i) the audited consolidated balance sheets sheet of the Company and Subsidiaries Ntera as at of December 31, 20042002, 2005, and 2006 and the related audited consolidated statements income statement and audited statement of income, stockholders’ equity and cash flows of the Company and Subsidiaries Ntera for the years period then ended (the “Financial Statements”) and ended; and (ii) the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries Ntera as at February 28of December 31, 2007 2003, and the related consolidated statements unaudited income statement of income and cash follows of the Company and its Subsidiaries Ntera for the two months period then ended (collectively referred to ended. Except as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(aset forth on Section 3.1(e) of the Ntera Disclosure Schedules. Each of Schedule, the Ntera Financial Statements (x) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (y) has have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes thereto) and (z) fairly presents, present in all material respects, respects the consolidated financial position, position of Ntera and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements then ended (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presentssubject, in all material respectsthe case of unaudited statements, to normal and recurring year-end audit adjustments). Except as reflected in the consolidated financial positionNtera Financial Statements, results neither Ntera nor any of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, subsidiaries has any liabilities or obligations, obligations of any nature (whether accrued or fixedaccrued, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature ) which are required by generally accepted accounting principles to be reflected set forth on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of Ntera and its consolidated subsidiaries or in the Company as at notes thereto other than any liabilities and obligations incurred since December 31, 2006 2003 in the ordinary course of business of the Company, (iii) for Taxes, or (iv) that would notwhich, individually or in the aggregate, reasonably be expected to would not have a Ntera Material Adverse Effect. As of the date of this Agreement, there is no inter-company indebtedness or indebtedness owed by Ntera to any of its affiliates.

Financial Statements; No Undisclosed Liabilities. (a) Copies Attached to Schedule 4.4(a) are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets sheet of the Company and its Subsidiaries as at of December 31, 20042020 and December 31, 2005, and 2006 2019 and the related audited consolidated statements of incomecomprehensive loss, stockholderscash flows and members’ equity for the fiscal years ended on such dates, together with all related notes and cash flows schedules thereto, accompanied by the reports thereon of the Company and Subsidiaries for the years then ended Company’s independent auditors (the “Audited Financial Statements”) and ); and (ii) the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries as at February 28, 2007 of the Latest Balance Sheet Date (the “Unaudited Balance Sheet“) and the related unaudited consolidated statements of income comprehensive loss and cash follows of the Company and its Subsidiaries flows for the two months fiscal quarter then ended (collectively referred to as collectively, together with the Unaudited Balance Sheet, the “Stub Period Unaudited Financial Statements”). (b) Except as set forth on Schedule 4.4(b), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (xi) has have been prepared based on from the books and records of the Company and its Subsidiaries; (except as may be indicated in the notes thereto), (yii) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes thereto) thereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (ziii) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets position of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company dates thereof and their consolidated results of a nature required operations and cash flows for the periods then ended (subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments, none of which would be expected to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Company, (iii) for Taxes, or (iv) that would notmaterial, individually or in the aggregate). (c) The books of account and other financial records of each Group Company have been kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Group Companies have been properly recorded therein in all material respects. Each Group Company has devised and maintains a system of internal accounting policies and controls sufficient to provide reasonable assurances that (i) transactions are executed in all material respects in accordance with management’s authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) the amount recorded for assets on the books and records of each Group Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, “Internal Controls”). (d) 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 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 and report financial information. (e) Except as set forth on Schedule 4.4(e), no Group Company has any Liabilities that are required to be disclosed on a balance sheet in accordance with GAAP, except (i) Liabilities adequately reserved against in the Financial Statements; (ii) Liabilities which have a Material Adverse Effectarisen 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 infringement or 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, including with respect to legal, accounting or other advisors incurred by the Group Companies in connection with the transaction contemplated by this Agreement and the Ancillary Agreements. (f) Except as will be disclosed in the Proxy Statement, 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) Copies 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) audited consolidated balance sheets of the Company and Subsidiaries Group Companies as at of December 31, 20042019, 2005December 31, 2018 and 2006 December 31, 2017, and the related audited consolidated statements of income, stockholders’ equity income and cash flows of the Company and Subsidiaries Group Companies for the fiscal years then ended (the “Financial StatementsAudited Financials”) and ); and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries Group Companies as at February 28of September 30, 2007 2020 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of income and cash follows flows of the Company and its Subsidiaries Group Companies for the two months nine-month period then ended (collectively referred to as the “Stub Period Financial Statements”but excluding any notes thereto), are attached hereto as Schedule 3.6(a. (b) of the Disclosure Schedules. Each of the The Financial Statements (xi) has have been prepared based on from, and reflect in all material respects, the books and records of the Company Group Companies, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods covered thereby, except as may be indicated in the notes thereto)thereto and subject, (y) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) case of unaudited Financial Statements, to the absence of footnotes and normal year-end adjustments, none of which are material, and (ziii) fairly presentspresent, in all material respects, the consolidated financial position, position of the Group Companies as of the dates thereof and their consolidated results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each then ended, subject, in the case of the Stub Period unaudited Financial Statements (A) has been prepared based on the books and records of the CompanyStatements, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation absence of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period footnotes and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Datenormal year-end adjustments.” (bc) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations Except (i) reflected or reserved against as set forth on the Financial Statements Latest Balance Sheet or the notes theretoFinancial Statements, (ii) for liabilities incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business since the date of the CompanyLatest Balance Sheet (none of which is a liability for breach of contract, breach of warranty, tort, infringement, misappropriation or violation of Law), (iii) for Taxesliabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (iv) for liabilities disclosed in Section 3.4(c) of the Company Schedules, or (ivv) for liabilities that are not and would notnot reasonably be expected to be, individually or in the aggregate, reasonably material to the Group Companies, taken as a whole, as of the date hereof, no Group Company has any liabilities that would be expected required to be set forth on a consolidated balance sheet of the Group Companies prepared in accordance with the Accounting Principles. 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. To the knowledge of the Company, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. Since December 31, 2017, except as set forth on Section 3.4(d) of the Company Schedules, no Group Company has received any written complaint, allegation, assertion or claim that there is (i) a “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 Material Adverse Effectsignificant role in the internal controls over financial reporting of the Group Companies.

Financial Statements; No Undisclosed Liabilities. (a) Copies Attached as Schedule 2.4(a) hereto are copies of (a) the (i) Company's consolidating balance sheets, as included in Simtek's audited consolidated balance sheets of the Company and Subsidiaries as at December 31, 2004, 2005, 2003 and 2006 2004 and the related audited consolidated consolidating statements of income, cash flow and changes in stockholders’ ' equity and cash flows of the Company Company, as included in Simtek's audited financial statements for each year in the three-year period ended December 31, 2004 (the "Annual Financial Statements") and Subsidiaries (b) the Company's balance sheet (the "Balance Sheet") at July 31, 2005 (the "Balance Sheet Date") and related statement of income for the years seven-month period then ended (the “"Interim Financial Statements”") (the Annual Financial Statements and the Interim Financial Statements may collectively hereinafter be referred to as the "Financial Statements"). The Financial Statements have been prepared in accordance with generally accepted accounting principles, consistently applied ("GAAP") (subject, in the case of the Interim Financial Statements, to the addition of notes and ordinary year-end adjustments not material in amount), and fairly present in all material respects the financial condition and results of operations of the Company at the dates and for the periods indicated therein. (b) Except as set forth on Schedule 2.4(b), the Company has no material Liability, except for (i) Liabilities set forth on the face of the Balance Sheet (rather than in any notes thereto) and (ii) Liabilities which have arisen after the unaudited consolidated balance sheets Balance Sheet Date in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the Company and its Subsidiaries as at February 28nature of, 2007 and the related consolidated statements or was caused by any breach of income and cash follows contract, breach of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”warranty, tort, infringement, or violation of law), which are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (y) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Company, (iii) for Taxes, or (iv) that would notmaterial, individually or in the aggregate. To the Company's Knowledge, reasonably be expected to have a Material Adverse EffectQD Acoustics has no employees, currently conducts no operations and, except as set forth on the Disclosure Schedule, has no Liabilities.

Financial Statements; No Undisclosed Liabilities. (a) Copies Section 4.5 of the Company Disclosure Letter sets forth true, correct and complete copies of (i) the audited consolidated balance sheets sheet of the Company ITT Holdings and its Subsidiaries as at December 31, 2004, 2005, and 2006 and the related audited consolidated statements of income, stockholders’ comprehensive income, changes in member’s equity and cash flows of the Company and Subsidiaries for the fiscal years then ended December 31, 2019 (such date, the “Balance Sheet Date” and, such financial statements, the “2019 Audited Financial Statements”) and December 31, 2018 (collectively, the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheets sheet of the Company and its the Company Subsidiaries as at February 28, 2007 and the related consolidated statements of income income, comprehensive income, changes in member’s equity and cash follows of the Company and its Subsidiaries flows (x) for the two six (6) months then ended June 30, 2020 and the eight (collectively referred to as 8) months ended August 31, 2020 (the “Stub Period Interim Financial Statements”) and (y) for the fiscal years ended December 31, 2019 and December 31, 2018 (the financial statements described in this clause (ii), collectively, with the Audited Financial Statements, the “Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Financial Statements (xA) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (y) has have been prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods indicated (except as may be indicated in the notes thereto) period involved and (zB) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and operations, cash flows and changes in member’s equity of ITT Holdings and its Subsidiaries or the Company and the Company Subsidiaries, as at applicable, as of the respective dates thereof and for the respective periods indicated therein. Each therein (subject, in the case of the Stub Period Interim Financial Statements (A) has been prepared based on Statements, to normal recurring year-end adjustments that are not, individually or in the books aggregate, material in amount and records of the Companynature, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply and to the calculation absence of Taxes nor to require certain footnotes, which, if presented, would not differ materially from those presented in the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet DateAudited Financial Statements).” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of The Company and the Company of a nature Subsidiaries do not have any Liabilities that are required to be reflected on a set forth in an audited consolidated balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations except for Liabilities (i) expressly reflected in or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company and the Company Subsidiaries as at December 31of the Balance Sheet Date, 2006 (ii) incurred in connection with the transactions contemplated by this Agreement, or (iii) incurred in the ordinary course of business of since the Company, (iii) for Taxes, or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectBalance Sheet Date.

Financial Statements; No Undisclosed Liabilities. (a) Copies The Company has delivered to Buyer copies of the (i) the audited consolidated balance sheets of the Company and Subsidiaries (other than Premier) as at of December 31, 20042010 and December 31, 2005, and 2006 2011 and the related audited consolidated statements of income, cash flows and statements of stockholders’ equity and cash flows of the Company and Subsidiaries for the years then ended (the “Audited Financial Statements”), (ii) the compiled balance sheet of Premier as of December 31, 2010, and the related statements of income, statements of stockholders’ equity, and cash flows for the fiscal year then ended, together with the notes thereto and the report thereon, and the compiled balance sheet of Premier as of December 31, 2011, and the related statements of income and cash flows of Premier for the twelve-month period then ended (the “Premier Financial Statements”), and (iiiii) the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries as at February 28of April 30, 2007 2012, and the related consolidated statements of income and cash follows flows of the Company and its Subsidiaries for the two months four month period then ended (collectively the “Unaudited Financial Statements”) (such Audited Financial Statements, Premier Financial Statements, and Unaudited Financial Statements, including the related notes and schedules thereto, are referred to herein as the “Stub Period Financial Statements”). Except as set forth in Schedule 3.7, are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each each of the Financial Statements (x) has been prepared based on the books is complete and records of the Company (except as may be indicated correct in the notes thereto)all material respects, (y) has been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) presents fairly presents, in all material respects, respects the consolidated financial position, results of operations and cash flows of the Company Company, or Premier, as at applicable, as of the respective dates thereof and for the respective periods indicated therein. Each , subject to normal year-end adjustments and the absence of complete notes in the case of the Stub Period Unaudited Financial Statements (A) has been prepared based on Statements. For the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respectshereof, the audited consolidated financial position, results of operations and cash flows balance sheet of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 2011 is referred to herein as the “Balance Sheet” and December 31, 2006 2011 is referred to herein as the “Balance Sheet Date.” (b) There are no debtsTo the knowledge of Sellers, liabilities neither the Company nor any Subsidiary has any Indebtedness or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, Liabilities of the Company of a nature required to be reflected on disclosed in a balance sheet prepared in accordance with GAAP, GAAP other than any such debts, liabilities or obligations those (i) specifically reflected or on and fully reserved against on in the Financial Statements or the notes theretoBalance Sheet, (ii) incurred in the Ordinary Course of Business since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Company, Balance Sheet Date or (iii) for Taxes, or (iv) that would not, individually or in are immaterial to the aggregate, reasonably be expected to have a Material Adverse EffectCompany and the Subsidiaries.

Financial Statements; No Undisclosed Liabilities. (a) Copies Medeor has made available to the Company true, complete and correct copies of the Medeor’s (i) audited unaudited consolidated balance sheets as of the Company June 30, 2013 and Subsidiaries as at December 31June 30, 2004, 20052012, and 2006 and the related audited unaudited consolidated statements of income, stockholders’ equity income and cash flows of the Company and Subsidiaries for the years then ended June 30, 2012 and 2013 (the “Medeor Annual Financial Statements”) and (ii) the an unaudited consolidated balance sheets sheet of Medeor (the Company and its Subsidiaries “Medeor Balance Sheet”) as at February 28of September 30, 2007 2013 (the “Medeor Balance Sheet Date”) and the related unaudited consolidated statements of income and cash follows of the Company and its Subsidiaries flows for the two months three-month period then ended (together with the Medeor Balance Sheet, the “Medeor Interim Financial Information”). The Medeor Interim Financial Information and the Medeor Annual Financial Statements are collectively referred to herein as the “Stub Period Medeor Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the .” The Medeor Financial Statements (x) has have been prepared based on from, and in accordance with, the information contained in the books and records of the Company (except as may be indicated in the notes thereto)Medeor, (y) has which have been prepared regularly kept and maintained in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) Medeor’s normal and (z) customary practices and applicable accounting practices and fairly presentspresent, in all material respects, the consolidated financial position, condition of Medeor as of the dates thereof and results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” therein, and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet have been prepared in accordance with GAAP, other than consistently applied throughout the periods indicated, except (a) as otherwise stated therein (b) for such normal year-end adjustment (which will not be material); and (c) the absence of notes as required by GAAP. (b) Since the Medeor Balance Sheet Date, Medeor has not incurred any such debts, liabilities material Liabilities or obligations (i) reflected whether direct, indirect, accrued or reserved against on the Financial Statements contingent), except for Liabilities or the notes thereto, (ii) obligations incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Company, (iii) for Taxes, or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectand consistent with past practice.

Financial Statements; No Undisclosed Liabilities. (a) Copies Attached as Schedule 4.4(a) of the Disclosure Schedules to the BCA are true and complete copies of the following financial statements (such financial statements, the “Financial Statements: (i) the audited consolidated balance sheets sheet of the Company and Subsidiaries its subsidiaries as at of December 31, 20042020 and December 31, 2005, and 2006 2019 and the related audited consolidated statements of incomecomprehensive loss, stockholderscash flows and members’ equity for the fiscal years ended on such dates, together with all related notes and cash flows schedules thereto, accompanied by the reports thereon of the Company and Subsidiaries for the years then ended Company’s independent auditors (the “Audited Financial Statements”) and ); and (ii) the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries subsidiaries (the “Unaudited Balance Sheet”) as at February 28of April 3, 2007 2021 (the “Latest Balance Sheet Date”) and the related unaudited consolidated statements of income comprehensive loss and cash follows of the Company and its Subsidiaries flows for the two months fiscal quarter then ended (collectively referred to as collectively, together with the Unaudited Balance Sheet, the “Stub Period Unaudited Financial Statements”), are attached hereto . (b) Except as set forth on Schedule 3.6(a4.4(b) of the Disclosure Schedules. Each of Schedules to the BCA, the Financial Statements (xi) has have been prepared based on from the books and records of the Company and its subsidiaries; (ii) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated, except as may be indicated in the notes thereto)thereto and subject, (y) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (ziii) fairly presentspresent, in all material respects, the consolidated financial position, position of the Company and its subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Unaudited Financial Statements (A) has been prepared based on the books and records of the CompanyStatements, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation absence of Taxes nor to require the inclusion footnotes and year-end adjustments, none of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required which would be expected to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Company, (iii) for Taxes, or (iv) that would notmaterial, individually or in the aggregate). (c) Except as set forth on Schedule 4.4(e) of the Disclosure Schedules to the BCA, reasonably no Group Company has any liabilities that are required to be expected disclosed on a balance sheet in accordance with GAAP, except (i) liabilities adequately reserved against in the Financial Statements; (ii) liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (as defined in BCA), none of which results from, arises out of or was caused by any infringement or 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, including with respect to have a Material Adverse Effectlegal, accounting or other advisors incurred by the Group Companies in connection with the transaction contemplated by this Agreement and the Ancillary Agreements (as defined in the BCA).

Financial Statements; No Undisclosed Liabilities. (a) Copies of the The Triller LLC 2024 S-1 sets forth (i) the audited consolidated balance sheets and statements of operations, cash flows, and equity of Triller LLC at and for the Company and Subsidiaries as at two fiscal years ended December 31, 2004, 2005, 2022 and 2006 2021 and the related audited consolidated statements of income, stockholders’ equity and cash flows of the Company and Subsidiaries for the years then ended accompanying notes (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of cash flows of Triller LLC at and for the nine month period ended September 30, 2023 (the “Interim Financial Statements”). Schedule 2.5(a) to the Corporation Disclosure Memorandum sets forth the unaudited consolidated balance sheets and statements of operations, cash flows, and equity of Triller LLC at and for the fiscal year ended December 31, 2023, without notes (the “2023 Unaudited Financial Statements” and collectively with the Annual Financial Statements and the Interim Financial Statements, the “Financial Statements”). The Financial Statements (i) are accurate, complete, and consistent with the books and records of Triller LLC and the Corporation, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods, and (iii) fairly present the financial position, results of operations, and changes in financial position of Triller LLC as of the Company dates and its Subsidiaries as at February 28for the periods indicated, 2007 and subject, in the related consolidated statements of income and cash follows case of the Company and its Subsidiaries for Interim Financial Statements, solely to normal recurring period end adjustments. The unaudited balance sheet of Triller LLC as of December 31, 2023 (the two months then ended (collectively “Corporation Balance Sheet Date”) is herein referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (y) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Corporation Balance Sheet.” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There The Company has no Liabilities that are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) not fully reflected or reserved against on against, as prescribed by GAAP, in the Financial Statements or the notes theretoCorporation Balance Sheet, (ii) except Liabilities incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 Corporation Balance Sheet Date in the ordinary course of business and consistent with past practice. The Corporation is not a guarantor, indemnitor, surety, or other obligor of any indebtedness of any other Person. The Corporation has delivered to Parent accurate and complete copies of all management letters and other correspondence received from accountants of the CompanyCorporation relating to the Corporation’s financial statements, accounting controls, and all related matters. There has been no incidence of Fraud that involves any current or former Corporation Service Providers. (b) The Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with applicable GAAP and to maintain accountability for assets, (iii) for Taxesaccess to assets is permitted only in accordance with management’s general or specific authorization, or (iv) that would notthe recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, individually and (v) the obligations of the Corporation are satisfied in a timely manner and as required under the terms of each Contract to which the Corporation is a party or by which the Corporation is bound. To the Knowledge of the Corporation, the Corporation has no unremedied significant deficiencies or material weaknesses (as such terms are defined under GAAP) in the aggregate, reasonably be expected to have a Material Adverse Effectdesign or operation of internal control over financial reporting.

Financial Statements; No Undisclosed Liabilities. (a) Copies of TELAC and the (i) audited consolidated Shareholders have delivered to the ▇▇▇▇▇▇ Partnerships the internally prepared balance sheets of each of Tel and TELAC as of September 30, 1996, the Company and Subsidiaries internally prepared balance sheet of Tel as at of December 31, 2004, 2005, and 2006 1995 and the audited balance sheet of TELAC as of December 31, 1995, which was audited by Jump, Green, ▇▇▇▇▇▇ and Company, TELAC's independent public accountants, together with the related statement of operations and the notes to such audited consolidated statements of incomebalance sheet, stockholders’ equity and cash flows of the Company and Subsidiaries if any, for the years periods then ended (the “Financial Statements”) and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at February 28, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively hereinafter referred to as the “Stub Period "Financial Statements”"), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Financial Statements (x) has been prepared based on the books are true and records of the Company (except as may be indicated correct in the notes thereto), (y) has all material respects and have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis consistently throughout the periods indicated (involved, except as may be indicated in that the September 30, 1996 balance sheet of Tel and TELAC and the December 31, 1995 balance sheet of Tel do not contain any notes thereto) thereto and (z) are subject to normal year-end audit adjustments. The Financial Statements fairly presents, present in all material respects, respects the consolidated financial position, results condition of operations TELAC and cash flows of Tel and the Company Business as at the respective dates thereof and the results of the operations of TELAC and Tel for the respective periods indicated thereinindicated. Each of Except to the Stub Period extent set forth in or provided for included in the Financial Statements (A) has been prepared based on in the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of each of Tel and TELAC as of September 30, 1996 (collectively, the Company "1996 Balance Sheets") or as identified in Exhibit B, and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, except for current liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business consistent with past practices (and not materially different in type or amount), TELAC has no material liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. A true and correct copy of the Company, (iii) for Taxes, or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.Financial Statements is attached hereto as Exhibit C.

Financial Statements; No Undisclosed Liabilities. (a) Copies of the Seller has Made Available to Purchaser (i) audited consolidated the unaudited balance sheets of the Company and Subsidiaries Seller as at of December 31, 20042012, 2005, and 2006 and the related audited consolidated profits and loss statements of income(income statements), stockholders’ equity and cash flows of the Company and Subsidiaries for the years then ended (collectively all such financial statements are referred to as the “Financial Statements”) and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries ). Except as at February 28, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(aset forth on Section 3.4(a) of the Disclosure Schedules. Each of Schedule, the Financial Statements (x) has been prepared based on the books are true, correct and records of the Company (except as may be indicated in the notes thereto), (y) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) complete and (z) fairly presentspresent, in all material respects, the consolidated financial positionposition and results of operation of the Spontania Business as of the applicable dates and for the periods indicated. No information has come to the attention of Seller since such respective dates that would indicate that such financial statements are not true and correct in all material respects as of the dates thereof. Seller has attained revenue of € 1 million in the nine months ended September 30, 2013, and will attain revenue of € 1.5 million by year-end 2013. (b) Except as set forth in the Financial Statements or Section 3.4(b) of the Disclosure Schedule, Seller has no Liabilities. Except for the Assumed Spontania Liabilities, Newco will have no Liabilities following the completion of the Spin-Off Transaction or as of the Closing. (c) The Financial Statements are complete and accurate in all material respects and present fairly the financial position of Seller as of the respective dates thereof and the results of operations and cash flows of Seller, including the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and Spontania Business, for the respective periods indicated therein. The audited consolidated balance sheets covered thereby. (d) As of the Company Closing Date, Seller will provide an accurate and its Subsidiaries as at December 31complete breackdown and aging of all accounts payable, 2006 is referred Contracts, obligations and Liabilities of the Seller related to herein as the “Balance Sheet” Spontania Business and December 31, 2006 is referred to herein as included in the “Balance Sheet DateSpontania Assets.” (be) There The Identified Creditors, for an aggregate amount of € 2.032.409, are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, the only third party creditors that currently hold any type of credit against the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Company, (iii) for Taxes, or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectSeller.

Financial Statements; No Undisclosed Liabilities. (a) Copies The Company has made available to Buyer in the Data Room copies of the (i) the consolidated audited consolidated balance sheets of the Company and the Acquired Subsidiaries as at of December 31, 2004, 2005, and 2006 2020 and the related audited consolidated statements of income, stockholdersmembers’ equity and cash flows of the Company and Subsidiaries for the years year then ended (the “Financial Statements”) together with all related notes and schedules thereto), and (ii) the unaudited consolidated balance sheets sheet of the Company and its the Acquired Subsidiaries as at February 28of September 30, 2007 2021 and the related consolidated statements of income and cash follows of the Company and its the Acquired Subsidiaries for the two months nine (9) month period then ended (collectively together with all related notes and schedules thereto) (such audited and unaudited statements are referred to herein as the “Stub Period Financial Statements”). Except as set forth on Schedule 3.5(a), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has have been prepared based on in accordance with the books and records of the Company (and the Acquired Subsidiaries except as may be indicated in the notes thereto), and (y) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and the Acquired Subsidiaries (taken as at the respective dates thereof and a whole) for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance conformity in all material respects with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) applied on a consistent basis throughout basis, subject in the period case of unaudited financial statements to normal year-end adjustments and the absence of notes (C) fairly presentswhich are, individually and in all material respectsthe aggregate, immaterial). For the purposes hereof, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited unaudited consolidated balance sheets sheet of the Company and its the Acquired Subsidiaries as at December 31of September 30, 2006 2021 is referred to herein as the “Balance Sheet” and December 31September 30, 2006 2021 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, No Acquired Company has any liability of the Company of a nature type required by GAAP to be reflected on a balance sheet prepared disclosed in accordance with GAAPthe Financial Statements, other than any such debts, liabilities or obligations than: (i) liabilities reflected or reserved against on for in the Financial Statements or disclosed in the notes thereto, (ii) incurred liabilities that have arisen since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 Balance Sheet Date in the ordinary course Ordinary Course of business Business (none of the Companywhich is a liability for breach of contract, tort, infringement, or violation of Law), (iii) for Taxes, or liabilities that exist under Contracts of the Acquired Companies (other than liabilities arising from breaches of such Contracts by the Acquired Companies) and (iv) that would not, individually or liabilities incurred in connection with this Agreement and the aggregate, reasonably be expected to have a Material Adverse EffectTransactions.

Financial Statements; No Undisclosed Liabilities. (a) Copies Attached to Schedule 6.06(a) are complete copies of the (i) the audited consolidated balance sheets sheet of the Company and Subsidiaries Group Companies as at of December 31, 2004, 2005, and 2006 2017 and the related audited consolidated statements of income, stockholders’ equity income and cash flows for the fiscal year ended December 31, 2017, (ii) the audited consolidated balance sheet of the Company Group Companies as of December 31, 2018 (the "Latest Balance Sheet") and Subsidiaries the related audited statements of income and cash flows for the years then fiscal year ended December 31, 2018 (the “"Year-End Financial Statements”") and (iiiii) the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries Group Companies as at February 28of March 31, 2007 and 2019 ( the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period "Interim Financial Statements”" and collectively with the Year-End Financial Statements, the "Financial Statements"). Except as set forth on Schedule 6.06(a), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has been prepared are based on the books and records of the Company (except Group Companies and fairly present, in all material respects, the financial position and results of operations of the Group Companies, as may be indicated in of the notes thereto), (y) has dates and for the periods referred to therein and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated period involved (except as may be indicated subject, in the notes thereto) and (z) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows case of the Company as Interim Financial Statements, to audit adjustments to non-cash items at year-end, which adjustments include goodwill and deferred Taxes, and the respective dates thereof lack of footnote disclosures and for other presentation items, none of which such adjustments, notes or presentation items would be material individually or in the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Dateaggregate).” (b) There are no debtsExcept as set forth on Schedule 6.06(b), liabilities the Group Companies do not have any liabilities, obligations or obligationscommitments of any nature whatsoever, whether accrued asserted or fixedunasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or determined or determinableotherwise ("Liabilities"), of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations except (i) reflected Liabilities to the extent specifically accrued on or adequately reserved against on in the Financial Statements Latest Balance Sheet or specifically disclosed in the notes theretoto the other Financial Statements, (ii) incurred Liabilities that have arisen since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 Latest Balance Sheet in the ordinary course Ordinary Course (none of business which is a liability resulting from breach of the Companycontract of warranty, tort, infringement or misappropriation) or (iii) for Taxes, or (iv) that would not, individually or Liabilities to be included in the aggregatecomputation of Funded Debt as of the Adjustment Time, reasonably be expected to have a Material Adverse EffectTransaction Expenses, the Tax Liability Amount or Working Capital.

Financial Statements; No Undisclosed Liabilities. (aSection 4(b) Copies of the Seller Disclosure Schedules sets forth (i) the audited consolidated balance sheets sheet of the Company and Subsidiaries Seller as at December 31of, 2004, 2005, and 2006 and the related audited consolidated statements of incomeoperations and income / (loss) and stockholder’s equity for Seller for, stockholders’ equity and cash flows of the Company and Subsidiaries for the years then fiscal year ended (the “Financial Statements”) June 30, 2010, and (ii) the unaudited consolidated balance sheets sheet of Seller as of the Company and its Subsidiaries as at February 28five-month period ended November 30, 2007 2010 (the “Reference Date Balance Sheet”) and the related consolidated statements statement of income operations for such period ((i) and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as ii) collectively, the “Stub Period Seller Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The unaudited Seller Financial Statements (x) has have been prepared based on a basis consistent with the audited statements and presented without separate footnotes. Seller Financial Statements have been derived from Seller’s accounting books and records of the Company (except as may be indicated in the notes thereto), (y) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) present fairly presents, in all material respects, respects the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for Seller for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presentscovered thereby, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared each case in accordance with GAAP, other than any such debtsconsistently applied, except as otherwise provided in Seller Financial Statements or on Section 4(b) of Seller Disclosure Schedules. Except as set forth in the Seller Financial Statements or in the Seller Disclosure Schedules, to its Knowledge, Seller has no liabilities or obligations obligations, either accrued, contingent or otherwise, related to or arising from the Business which are not reflected in (i) reflected the Reference Date Balance Sheet or reserved against on the Financial Statements or the notes thereto, (ii) this Agreement or the Schedules hereto, except as have been incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of since the Company, (iii) for Taxes, or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectReference Date.

Financial Statements; No Undisclosed Liabilities. (a) Copies The financial statements of the Company included in the Company SEC Documents (i) audited consolidated balance sheets comply as to form in all material respects with all applicable requirements of the Company and Subsidiaries as at December 31, 2004, 2005, and 2006 Securities Act and the related audited consolidated statements of incomeExchange Act, stockholders’ equity and cash flows of the Company and Subsidiaries for the years then ended (the “Financial Statements”) and (ii) are in conformity with United States generally accepted accounting principles ("GAAP"), applied on a consistent basis (except in the case of unaudited consolidated balance sheets statements, as permitted by Form 10-Q of the Company and its Subsidiaries as at February 28, 2007 and SEC) during the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has been prepared based on the books and records of the Company periods involved (except as may be indicated in the related notes and schedules thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in Schedule 4.8 of the Company Disclosure Schedule and except as set forth in the Company SEC Documents filed and publicly available prior to the date of this Agreement, and except for liabilities and obligations incurred in the ordinary course of business consistent with past practices since the date of the most recent consolidated balance sheet included in the Company SEC Documents filed and publicly available prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (ywhether 9 14 accrued, absolute, contingent or otherwise) has been prepared in accordance with required by GAAP applied to be set forth on a consistent basis throughout consolidated balance sheet of the periods indicated (except as may be indicated Company and its consolidated Subsidiaries or in the notes thereto) . To the knowledge of the Company the books and (z) fairly presentsrecords of the Company and its Subsidiaries have been, and are being, maintained, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations any other applicable legal and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Dateaccounting requirements.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Company, (iii) for Taxes, or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) Copies Section 6.5(a) of the Disclosure Schedules contains the following financial statements: (i) the audited consolidated balance sheets sheet of the Company Industries and its Subsidiaries as at of December 31, 2004, 20052018, and 2006 and the related audited consolidated statements of income, stockholders’ changes in shareholder’s equity and cash flows of the Company and Subsidiaries for the years fiscal year then ended (the “Financial Statements”) and ended; (ii) the unaudited consolidated balance sheets sheet of the Company Industries and its Subsidiaries as at February 28of October 31, 2007 2019, and the related unaudited consolidated statement of income for the ten (10)-month period then ended; (iii) the audited consolidated balance sheet of ▇▇▇▇▇▇ Road and its Subsidiary and Affiliate as of December 31, 2018, and related audited consolidated statements of income income, changes in shareholder’s equity and cash follows flows for the fiscal year then ended; and (iv) the unaudited consolidated balance sheet of ▇▇▇▇▇▇ Road and its Subsidiary and Affiliate as of October 31, 2019 (together with the Company unaudited consolidated balance sheet of Industries and its Subsidiaries for the two months then ended referenced in clause (collectively referred to as ii) above, the “Stub Period Financial StatementsLatest Balance Sheets”), are attached hereto as Schedule 3.6(aand the related unaudited consolidated statement of income for the ten (10)-month period then ended. (b) of the Disclosure Schedules. Each of the Financial Statements foregoing financial statements (xincluding in all cases the notes thereto, if any) is correct and complete in all material respects and has been prepared based on in accordance with the information contained in the books and records of the Company Companies and their respective Subsidiaries and Affiliates, as applicable, fairly presents in all material respects the financial condition and operating results of such entities for the periods covered thereby, and has been prepared in accordance with GAAP as in effect from time to time consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto), (y) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated subject, in the notes thereto) and (z) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows case of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Companyunaudited financial statements, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation absence of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period footnote disclosures and (C) fairly presents, in all material respects, the consolidated financial position, results of operations other presentation items and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There changes resulting from normal year-end adjustments that are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Company, (iii) for Taxes, or (iv) that would not, individually or in the aggregate, reasonably material. The books of account and financial records of the Companies and their respective Subsidiaries and Affiliates are true and correct in all material respects and have been prepared and are maintained in accordance with sound accounting practice. (c) Except as and to the extent adequately accrued or reversed against in the Latest Balances Sheets, none of the Companies or any of their respective Subsidiaries has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP or the Accounting Methods to be expected reflected in a consolidated balance sheet of any Company or its Subsidiaries or disclosed in the notes thereto, except for liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Latest Balance Sheets, that are not, individually or in the aggregate, material to have a Material Adverse Effectthe Companies or any of their Subsidiaries.

Financial Statements; No Undisclosed Liabilities. (a) Copies The Sellers have handed over to the Purchaser a complete and true copy of the (i) audited consolidated balance sheets of the Company and Subsidiaries as at December 31, 2004, 2005, and 2006 and the related audited consolidated financial statements of income, stockholders’ equity and cash flows of the Company and Subsidiaries SIGOS for the years then ended period ending on 31 December 2005 (the “Financial Statements”) and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at February 28, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial StatementsStatements 2005”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Financial Statements (x) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (y) has 2005 have been prepared in accordance with and comply in all respects with the statutory provisions of the German Commercial Code (HGB) and German GAAP applied consistently applied, and, according to the German Commercial Code and German GAAP, present a true and fair view of the assets The symbol “XXXXXXXXXX” is used to indicate that a portion of the exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. and liabilities, financial position and earnings position (Vermögens-, Finanz- und Ertragslage) of SIGOS as of 31 December 2005. Without limiting the generality of the preceding subparagraph, a. the Financial Statements 2005 are based on a consistent basis throughout the periods indicated (except duly prepared inventory; b. all known liabilities of SIGOS as may be indicated of 31 December 2005 are completely shown in the notes thereto) and (z) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books 2005 and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed SIGOS does not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, have any liabilities or obligations, whether accrued accrued, absolute, contingent or fixedotherwise, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations except as (i) reflected or reserved against on disclosed in the Financial Statements 2005 or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business since the date of the Company, (iii) for Taxes, or (iv) that would not, individually or Financial Statements 2005; c. all assets shown in the aggregateFinancial Statements 2005 existed on 31 December 2005 with the respective value shown; d. SIGOS is free to dispose of the assets shown in the Financial Statements 2005 without any restriction; e. all legally required depreciations, reasonably be expected value adjustments and provisions have been made; f. no contingent liabilities existed which have not been shown in the Financial Statements 2005 though it was legally required to disclose such contingent liabilities in the Financial Statements 2005 and to the Sellers’ Knowledge, no other contingent liabilities existed as of 31 December 2005; and g. the accounting principles applied at SIGOS have a Material Adverse Effectnot been altered between 2000 and today; h. all reserves established by SIGOS that are set forth on or reflected in the Financial Statements 2005 are adequate; and i. the equity of SIGOS in the meaning of section 272 of the German Commercial Code (HGB) as of 31 December 2005 amounted to XXXXXXXXXX. A. Prot. 2006/35 GrD

Financial Statements; No Undisclosed Liabilities. (a) Copies Attached hereto as Schedule 4.6(a) are copies of the (i) the audited consolidated balance sheets of the Company and Subsidiaries as Sellers at December 3128, 20042018 and December 27, 2005, and 2006 2019 and the related audited consolidated statements income statement and statement of income, stockholders’ equity and cash flows of the Company and Subsidiaries for the years then ended (collectively, the “Annual Financial Statements”) ), and (ii) the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries Sellers as at February 28of November 30, 2007 2020 (the “Interim Balance Sheet”) and the related unaudited consolidated statements income statement and statement of income and cash follows of the Company and its Subsidiaries flows for the two months 11-month period then ended (collectively referred to as the financial statements described in clause (ii), collectively, the “Stub Period Interim Financial Statements”). The Annual Financial Statements and the Interim Financial Statements are referred to collectively as the “Financial Statements.” Except as set forth on Schedule 4.6(a), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has been prepared based on the books and records of the Company (except as may be indicated in the including any related notes thereto), (y) has have been prepared in accordance with GAAP GAAP, consistently applied on a consistent basis throughout the periods indicated (covered thereby, except as may be indicated in the notes thereto) and (z) otherwise noted therein, fairly presentspresent, in all material respects, the consolidated financial position, condition and results of operations and cash flows of the Company Sellers as at of the respective dates thereof and for the respective periods indicated therein. Each covered thereby, subject, however, to the absence of notes and other textual disclosure required by GAAP, and in the case of the Stub Period Interim Financial Statements Statements, to normal year-end audit adjustments and accruals (A) has the effect of which will not be materially adverse), and have been prepared based on from the financial books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet DateSellers.” (b) There are Except as set forth on Schedule 4.6(b), the Sellers have no debtsmaterial liabilities, liabilities obligations or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company commitments of a nature type required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) that are reflected or reserved against on in the Financial Statements or the notes theretoInterim Balance Sheet, (ii) incurred since liabilities that have arisen after the date of the audited consolidated Interim Balance Sheet in the Ordinary Course of Business of the Sellers, liabilities pursuant to executory contracts (but not resulting from a breach or default thereof) or liabilities incurred in connection with the transactions contemplated hereby and in accordance with this Agreement. (c) Neither any Seller nor any of its Affiliates is a party to, or has any commitment to become a party to: (i) any joint venture, off balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Company, (iii) for Taxespartnership, or any similar Contract or arrangement (ivincluding any Contract or arrangement relating to any transaction or relationship between or among a Seller or any of its Affiliates, on the one hand, and any other Person, including any structured finance, special purpose, or limited purpose Person, on the other hand); or (ii) that would notany “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectas amended).

Financial Statements; No Undisclosed Liabilities. (a) Copies of the The Triller LLC 2024 S-1 sets forth (i) the audited consolidated balance sheets and statements of operations, cash flows, and equity of Triller LLC at and for the Company and Subsidiaries as at two fiscal years ended December 31, 2004, 2005, 2022 and 2006 2021 and the related audited consolidated statements of income, stockholders’ equity and cash flows of the Company and Subsidiaries for the years then ended accompanying notes (the “Annual Financial Statements”). The Parent August 2024 Draft 14A sets forth (x) the audited balance sheets and statements of operations, cash flows, and equity of Triller LLC for the fiscal year ended December 31, 2023 and accompanying notes (together with the Annual Financial Statements, the “Audited Financial Statements”) and (y) an unaudited balance sheet, statement of operations and statements of cash flows of Triller LLC at and for the three month period ended March 31, 2024 (the “Interim Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (i) are accurate, complete, and consistent with the books and records of Triller LLC and the Corporation, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods, and (iii) fairly present the unaudited consolidated balance sheets financial position, results of operations, and changes in financial position of Triller LLC as of the Company dates and its Subsidiaries as at February 28for the periods indicated, 2007 and subject, in the related consolidated statements of income and cash follows case of the Company and its Subsidiaries for Interim Financial Statements, solely to normal recurring period end adjustments. The unaudited balance sheet of Triller LLC as of March 31, 2024 (the two months then ended (collectively “Corporation Balance Sheet Date”) is herein referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (y) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Corporation Balance Sheet.” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There The Company has no Liabilities that are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) not fully reflected or reserved against on against, as prescribed by GAAP, in the Financial Statements or the notes theretoCorporation Balance Sheet, (ii) except Liabilities incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 Corporation Balance Sheet Date in the ordinary course of business and consistent with past practice. The Corporation is not a guarantor, indemnitor, surety, or other obligor of any indebtedness of any other Person. The Corporation has delivered to Parent accurate and complete copies of all management letters and other correspondence received from accountants of the CompanyCorporation relating to the Corporation’s financial statements, accounting controls, and all related matters. There has been no incidence of Fraud that involves any current or former Corporation Service Providers. (b) The Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with applicable GAAP and to maintain accountability for assets, (iii) for Taxesaccess to assets is permitted only in accordance with management’s general or specific authorization, or (iv) that would notthe recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, individually and (v) the obligations of the Corporation are satisfied in a timely manner and as required under the terms of each Contract to which the Corporation is a party or by which the Corporation is bound. To the Knowledge of the Corporation, the Corporation has no unremedied significant deficiencies or material weaknesses (as such terms are defined under GAAP) in the aggregate, reasonably be expected to have a Material Adverse Effectdesign or operation of internal control over financial reporting.

Financial Statements; No Undisclosed Liabilities. (a) Copies True and complete copies of the (i) audited consolidated balance sheets sheet of the Company and Subsidiaries as at December 31November 30, 20042007, 2005, and 2006 and the related audited consolidated statements of income, stockholdersshareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “2007 Financial Statements” are attached hereto as Schedule 3.6(a)(i) of the Company Disclosure Schedules, and, as soon as they are available, the Company will provide Acquiror with true and Subsidiaries for complete copies of the years then ended audited balance sheet of the Company as at November 30, 2008, and the related audited statements of income, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “2008 Financial Statements” and, collectively with the 2007 Financial Statements, the “Financial Statements”) ). True and (ii) complete copies of the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries as at February 28August 31, 2007 2008, and the related consolidated unaudited statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Interim Financial Statements”), are attached hereto as Schedule 3.6(a3.6(a)(ii) of the Company Disclosure Schedules. Each True and complete copies of the unaudited balance sheets of each of the Subsidiaries as at August 31, 2008, and the related unaudited statements of income (collectively referred to as the “Interim Subsidiary Financial Statements”) are attached hereto as Schedule 3.6(a)(iii) of the Company Disclosure Schedules, and, as soon as they are available, the Company will provide Acquiror with true and complete copies of the audited balance sheet of the Subsidiaries as at November 30, 2008, and the related audited statements of income, shareholders’ equity and cash flows of the Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of the Subsidiaries’ independent auditors (the “2008 Subsidiary Financial Statements”. (b) Except as set forth in Schedule 3.6(b) of the Company Disclosure Schedules, each of the Financial Statements, the Interim Financial Statements, the Interim Subsidiary Financial Statements and the 2008 Subsidiary Financial Statements (xi) has are (or in the case of the 2008 Financial Statements and the 2008 Subsidiary Financial Statements, when delivered will be) correct and complete and have been prepared based on in accordance with the books and records of the Company and its Subsidiaries, as the case may be; (except as may be indicated ii) have been (or in the notes thereto)case of the 2008 Financial Statements and the 2008 Subsidiary Financial Statements, (ywhen delivered will be) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) ); and (ziii) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries, as the case may be, as at the respective dates thereof and for the respective periods indicated therein. Each , except as otherwise noted therein and subject, in the case of the Stub Period Interim Financial Statements (A) has been prepared based on the books and records of the CompanyInterim Subsidiary Financial Statements, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period normal and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Company, (iii) for Taxes, or (iv) recurring year-end adjustments that would will not, individually or in the aggregate, reasonably be expected material and the absence of notes (which, if presented, would not differ materially from those included in the Company Balance Sheet or the Subsidiary Balance Sheet). (c) Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Company as at November 30, 2007 (such balance sheet, together with all related notes and schedules thereto, the “Company Balance Sheet”), the Company does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Company Material Adverse EffectContracts that do not exceed $50,000 individually or $100,000 in the aggregate, and (iii) liabilities described in Schedule 3.6(c)(iii) of the Company Disclosure Schedules. Except as and to the extent adequately accrued or reserved against in the unaudited balance sheet of the Subsidiaries as at August 31, 2008 (such balance sheet, together with all related notes and schedules thereto, the “Subsidiary Balance Sheet”), the Subsidiaries do not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of the Subsidiaries or disclosed in the notes thereto, except for (A) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Subsidiary Balance Sheet, that are not, individually or in the aggregate, material in amount, (B) liabilities for performance under material Contracts of the Subsidiaries that do not exceed $50,000 individually or $100,000 in the aggregate, and (C) liabilities described in Schedule 3.6(c)(C) of the Company Disclosure Schedules. (d) The books of account and financial records of the Company and its Subsidiaries are true and correct and have been prepared and are maintained in accordance with sound accounting practice.

Financial Statements; No Undisclosed Liabilities. (a) Copies Seller Parent has filed or otherwise transmitted all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2012 (all such forms, reports, statements, certificates and other documents filed since January 1, 2012 and prior to the date hereof, collectively, the “Company SEC Documents”). As of their respective dates, or, if amended, as of the (i) audited consolidated balance sheets date of the last such amendment, each of the Company and Subsidiaries SEC Documents complied as at December 31to form in all material respects with the applicable requirements of the Securities Act of 1933, 2004, 2005as amended, and 2006 the regulations promulgated thereunder (the “Securities Act”) and the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations promulgated thereunder, (the “Exchange Act) as the case may be, each as in effect on the date so filed. As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such amendment or superseding filing), none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated financial statements of Seller Parent (including any related audited notes thereto) included in the Company SEC Documents together, in the case of a year-end statement, with reports thereon by Battelle ▇▇▇▇▇ Kingston LLP, Certified Public Accountants, the independent auditors of Seller Parent for the periods included therein, including in each case a consolidated statements balance sheet, a consolidated statement of income, a consolidated statement of stockholders’ equity and a consolidated statement of cash flows of the Company flows, and Subsidiaries for the years then ended accompanying notes (the “Seller Financial Statements”) and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at February 28, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (y) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and (z) fairly presents, present in all material respects, respects the consolidated financial position, results position of operations Seller Parent and cash flows of the Company as its Subsidiaries at the respective dates thereof and the results of their operations and cash flows for the periods indicated. The consolidated balance sheets (including the related notes) included in the Seller Financial Statements fairly present in all material respects the consolidated financial position of Seller Parent and its Subsidiaries as at the respective dates thereof, and the consolidated statements of income, consolidated statements of stockholders’ equity and consolidated statements of cash flows (in each case including the related notes) included in such Seller Financial Statements present fairly in all material respects the consolidated results of operations, stockholders’ equity and cash flows of Seller Parent and its Subsidiaries for the respective periods indicated indicated, except as otherwise noted therein. Each The unaudited consolidated financial statements of Seller Parent (including any related notes thereto) included in Seller Parent’s Quarterly Reports on Form 10-Q filed with the Stub Period Financial Statements (A) has been prepared based on the books and records of the CompanySEC since December 29, (B) has 2013 have been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) applied on a consistent basis throughout the period periods involved (except as may be indicated in the notes thereto or may be permitted by the SEC under the Exchange Act) and (C) fairly presents, present in all material respects, respects the consolidated financial position, results position of operations Seller Parent and cash flows its Subsidiaries as of the Company as at the respective dates thereof and the results of their operations and cash flows for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred (subject to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Datenormal period-end adjustments).” (bc) Seller Parent maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) designed to ensure that material information relating to Seller Parent, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Seller Parent by others within those entities. Seller Parent maintains internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (d) There are no debts, liabilities outstanding or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents. To the Knowledge of a nature Sellers, as of the date hereof, none of the Company SEC Documents are the subject of ongoing SEC review. (e) To the Knowledge of the Sellers, neither Seller Parent nor any of its Subsidiaries has any material Liabilities or obligations of any nature, whether or not accrued, known or unknown, contingent or otherwise, and whether required by GAAP to be disclosed or reflected on or reserved against a consolidated balance sheet prepared in accordance with GAAP(or the notes thereto) of Seller Parent and its Subsidiaries, other than any such debts, except for liabilities or and obligations (i) reflected or reserved against on the Financial Statements in Seller Parent’s consolidated balance sheet as of September 28, 2014 (or the notes thereto) (the “Balance Sheet”) included in the Company SEC Documents, (ii) incurred in the Ordinary Course of Business since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the CompanyBalance Sheet, (iii) for Taxes, which have been discharged or paid in full prior to the date of this Agreement and (iv) that would not, individually or in incurred pursuant to the aggregate, reasonably be expected to have a Material Adverse Effecttransactions contemplated by this Agreement.

Financial Statements; No Undisclosed Liabilities. (a) Copies The Company has made available to Purchaser copies of the (i) audited consolidated unaudited combined balance sheets of the Company Business as of and Subsidiaries as at for the years ended December 31, 20042013, 20052014 and 2015, and 2006 in each case, with no Tax adjustment nor adjustment to goodwill with respect to the transactions contemplated by this Agreement, and the related audited consolidated statements combined statement of income, stockholders’ equity and cash flows income of the Company and Subsidiaries Business for the years then ended ended, in each case giving effect to allocations of certain amounts representative of support provided to the Business prior to the Reorganization (such unaudited statements are referred to herein as the “Financial Statements”) and (ii) ). Except as set forth in the unaudited consolidated balance sheets of the Company and its Subsidiaries notes thereto or as at February 28, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”disclosed in Schedule 5.6(a), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each each of the Financial Statements (x) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (y) has been prepared in accordance with GAAP consistently applied on a consistent basis throughout (subject, in each case, to any normal year-end adjustments (but which are not expected to be material)) and presents fairly in all material respects the combined financial position and results of operations of the Business as of the dates and for the periods indicated (except as may be indicated in the notes thereto) and (z) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debtsExcept for Tax adjustments and the liabilities disclosed in Schedule 5.6(b), liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature and the Subsidiaries have no liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAPGAAP consistently applied, other than any such debts, liabilities or obligations except for (i) liabilities that are reflected on or reserved against on set forth in the Financial Statements or the notes theretoBalance Sheet, (ii) liabilities incurred in the Ordinary Course of Business since the date Balance Sheet Date or (iii) liabilities that are, in the aggregate, not in excess of $10,000,000. For the audited consolidated purposes hereof, the unaudited combined balance sheet of the Company Business as at of December 31, 2006 in 2015 is referred to as the ordinary course of business of “Balance Sheet” and December 31, 2015 is referred to as the Company, (iii) for Taxes, or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect“Balance Sheet Date”.

Financial Statements; No Undisclosed Liabilities. (a) Copies True and complete copies of the (i) audited consolidated unaudited balance sheets sheet of the Company and Subsidiaries Business as at December 31, 20042012, 2005December 31, 2011 and 2006 December 31, 2010, and the related audited consolidated statements unaudited statement of income, stockholders’ equity and cash flows results of operations of the Company Business (including, for purposes of these financial statements, the business of AHC California, the SoCal Printing Real Estate, the Classified Ventures Business and Subsidiaries for the years then ended North County Times Business) (collectively referred to as the “Financial Statements”) and (ii) the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries Business as at February 28August 31, 2007 2013 (the “Balance Sheet” and the date of the Balance Sheet, the “Balance Sheet Date”), and the related consolidated statements unaudited statement of income and cash follows results of operations of the Company Business (including, for purposes of these financial statements, the business of AHC California, the SoCal Printing Real Estate, the Classified Ventures Business and its Subsidiaries for the two months then ended North County Times Business) (collectively referred to as the “Stub Period Interim Financial Statements”), are attached hereto as Schedule 3.6(a3.5(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) has have been prepared based on in accordance with the books and records of the Company (except as may be indicated in Seller and its Affiliates pertaining to the notes thereto)Business, the business of AHC California, the SoCal Printing Real Estate, the Classified Ventures Business and the North County Times Business, (yii) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in Schedule 3.5(a)(ii) of the notes theretoDisclosure Schedules) and (ziii) fairly presentspresent, in all material respects, the consolidated financial position, position and results of operations and cash flows of the Company Business (which includes, for purposes of this representation, the business of AHC California, the SoCal Printing Real Estate, the Classified Ventures Business and the North County Times Business) as at the respective dates thereof and for the respective periods indicated therein. Each , except as otherwise noted therein and subject, in the case of the Stub Period Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes. Without limiting the generality of the foregoing, all transactions between the Seller, on the one hand, and any Affiliate of the Seller or any Related Party, on the other hand, are properly accounted for in the Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet DateGAAP.” (b) There are no debts, liabilities Liabilities or obligationsobligations owed to third parties, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company Business of a nature required to be reflected on a balance sheet prepared in accordance with GAAPGAAP (other than for such exceptions set forth on Schedule 3.5(a)(ii) of the Disclosure Schedules), other than any such debts, liabilities Liabilities or obligations (i) reflected or reserved against on the Interim Financial Statements, the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 Balance Sheet Date in the ordinary course of business of the Company, (iii) for Taxes, or (iv) that would not, individually or in the aggregateindividually, reasonably be expected to have a Material Adverse Effectexceed $100,000, (iii) that are Current Liabilities or (iv) set forth on Schedule 3.5(b) of the Disclosure Schedules.

Financial Statements; No Undisclosed Liabilities. (a) Copies ESI has delivered to Buyer true and complete copies of the its (i) audited consolidated balance sheets of the Company and Subsidiaries sheet as at December 31, 2004, 2005, and 2006 2002 and the related audited consolidated statements of income, stockholders’ equity operations and cash flows of the Company and Subsidiaries for the fiscal years then ended (the “Financial Statements”) December 31, 2002 and December 31, 2001, and (ii) the an unaudited consolidated Pro Forma balance sheets sheet of the Company and its Subsidiaries as at February 28December 31, 2007 and 2002, including in all such cases the related consolidated statements of income notes and cash follows of schedules thereto (collectively, the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period "Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has been prepared based on the books is complete and records of the Company (except as may be indicated correct in the notes thereto)all material respects, (y) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated United States General Accepted Accounting Principles (except as may be indicated "GAAP") (subject, in the notes theretocase of the interim Financial Statements, to normal year-end adjustments and the absence of footnotes, and subject, in case of the Pro Forma balance sheet to the absence of footnotes) and (z) in conformity with the practices consistently applied by ESI without modification of the accounting principles used in the preparation thereof, and fairly presents, in all material respects, presents the consolidated financial position, results of operations and cash flows of the Company ESI and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated thereinindicated. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the CompanyFor purposes hereof, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company ESI and its subsidiaries as at December 31, 2006 2002 is hereinafter referred to as the "Balance Sheet" and December 31, 2002 is hereinafter referred to as the "Balance Sheet Date". Neither ESI nor any of its subsidiaries has any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business of consistent with ESI's past practices since the Company, (iii) for Taxes, or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectBalance Sheet Date.

Financial Statements; No Undisclosed Liabilities. (a) Copies Attached as Schedule 4.7A are true and complete copies of the financial statements (i) audited consolidated including balance sheets sheets, statements of income and retained earnings, statements of cash flow, and any notes pertaining thereto of the Company and Subsidiaries as at Seller for its fiscal years ending December 31, 20042004 and December 31, 2005, and 2006 and the related audited consolidated interim financial statements of income, stockholders’ equity and cash flows of the Company and Subsidiaries for the years then ended period ending September 30, 2006 (collectively, the “Financial Statements”) and (ii) the unaudited consolidated ). The balance sheets sheet as of the Company and its Subsidiaries as at February 28September 30, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively 2006 is hereinafter referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has been prepared based on the Latest Balance Sheet.” The Seller’s books and records of accounts accurately reflect all of the Company assets, liabilities, transactions and results of operations of the Seller in all material respects, and the Financial Statements have been prepared based upon and in conformity therewith. Except as set forth in Schedule 4.7B, the Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) maintained and applied on a consistent basis throughout the indicated periods, and fairly present the financial condition and results of operation of the Seller in all material respects at the dates and for the relevant periods indicated. (except as may be indicated in the footnotes to the Financial Statements and that the interim financial statements may not have notes thereto), (y) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as thereto and other presentation items that may be indicated required by GAAP and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount). Except as set forth on the Financial Statements or on the Liabilities Schedule attached as Schedule 4.7, Seller has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are, individually or in the notes thereto) and (z) fairly presentsaggregate, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period Stomp Business and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, other than any such debts, except for immaterial liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business consistent with past practice since the Latest Balance Sheet. All reserves established by Seller and set forth in the Financial Statements are in accordance with GAAP. As of the Companydate of the Latest Balance Sheet, there were no material loss contingencies (iii) for Taxes, or (ivas such term is used in Statement of Financial Accounting Standard No. 5) that would not, individually or are not adequately provided for in the aggregate, reasonably be expected to have a Material Adverse EffectLatest Balance Sheet.

Financial Statements; No Undisclosed Liabilities. (a) Copies The financial statements of the Company included in the Company SEC Documents (i) audited consolidated balance sheets comply as to form in all material respects with all applicable requirements of the Company and Subsidiaries as at December 31, 2004, 2005, and 2006 Securities Act and the related audited consolidated statements of incomeExchange Act, stockholders’ equity and cash flows of the Company and Subsidiaries for the years then ended (the “Financial Statements”) and (ii) are in conformity with United States generally accepted accounting principles ("GAAP"), applied on a consistent basis (except in the case of unaudited consolidated balance sheets statements, as permitted by Form 10-Q of the Company and its Subsidiaries as at February 28, 2007 and SEC) during the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has been prepared based on the books and records of the Company periods involved (except as may be indicated in the related notes and schedules thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in Schedule 4.8 of the Company Disclosure Schedule and except as set forth in the Company SEC Documents filed and publicly available prior to the date of this Agreement, and except for liabilities and obligations incurred in the ordinary course of business consistent with past practices since the date of the most recent consolidated balance sheet included in the Company SEC Documents filed and publicly available prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (ywhether accrued, absolute, contingent or otherwise) has been prepared in accordance with required by GAAP applied to be set forth on a consistent basis throughout consolidated balance sheet of the periods indicated (except as may be indicated Company and its consolidated Subsidiaries or in the notes thereto) . To the knowledge of the Company the books and (z) fairly presentsrecords of the Company and its Subsidiaries have been, and are being, maintained, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations any other applicable legal and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Dateaccounting requirements.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Company, (iii) for Taxes, or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) Copies Attached as Section 4.4 of the Company Disclosure Schedules are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets sheet of the Company and its Subsidiaries as at of December 31, 20042020 and December 31, 20052019, and 2006 and the related audited consolidated statements of incomecomprehensive loss, stockholderscash flows and members’ equity for the fiscal years ended on such dates, together with all related notes and cash flows schedules thereto, accompanied by the reports thereon of the Company and Subsidiaries for the years then ended Company’s independent auditors (which reports are unqualified) (the “Audited Financial Statements”) and ); and (ii) the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries as at February 28of March 31, 2007 2021 (the “Unaudited Balance Sheet”) and the related unaudited consolidated statements of income comprehensive loss, cash flows and cash follows of the Company and its Subsidiaries members’ equity for the two months three month period then ended (collectively referred to as collectively, together with the Unaudited Balance Sheet, the “Stub Period Unaudited Financial Statements”), are attached hereto . (b) Except as Schedule 3.6(aset forth on Section 4.4(b) of the Company Disclosure Schedules. Each of , the Financial Statements (xi) has have been prepared based on from the books and records of the Company and its Subsidiaries; (except as may be indicated in the notes thereto), (yii) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes thereto) thereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (ziii) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets position of the Company and its Subsidiaries as at December 31of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, 2006 is referred in the case of the Unaudited Financial Statements, to herein as the “Balance Sheet” absence of footnotes and December 31year-end adjustments, 2006 is referred none of which would be expected to herein as be material individually or in the “Balance Sheet Dateaggregate).” (bc) Each Group Company has devised and maintains a system of internal accounting policies and controls sufficient to provide reasonable assurances that (i) transactions are executed in all material respects in accordance with management’s authorization; (ii) the transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) that the amount recorded for assets on the books and records of each Group Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, “Internal Controls”). (d) The Company has not received written notice from an independent auditor regarding (i) 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 debtssignificant 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, liabilities or obligationsprocess, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, summarize and report financial information. (e) Except as set forth on Section 4.4(e) of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAPDisclosure Schedules, other than no Group Company has any such debtsmaterial Liabilities, liabilities or obligations except (i) Liabilities specifically reflected or and adequately reserved against on in the Financial Statements or specifically identified in the notes thereto, (ii) incurred since Liabilities which have arisen after the date of the audited consolidated balance sheet of the Company as at December 31, 2006 Latest Balance Sheet Date in the ordinary course Ordinary Course of business Business (none of the Companywhich results from, arises out of or was caused by any breach of Contract or material infringement or violation of Law), (iii) for TaxesLiabilities arising under this Agreement, the Ancillary Agreements or the performance by the Company of its obligations hereunder or thereunder or (iv) that would not, individually or in Liabilities for Transaction Expenses. (f) No Group Company maintains any “off-balance sheet arrangement” within the aggregate, reasonably be expected to have a Material Adverse Effectmeaning of Item 303 of Regulation S-K of the Securities Exchange Act.

Financial Statements; No Undisclosed Liabilities. (aA) Copies True and complete copies of the (i) audited consolidated balance sheets sheet of the Company and its Subsidiaries as at December 31, 2004, 2005, 2004 and 2006 2005 and the related audited consolidated statements of income, retained earnings, stockholders’ ' equity and cash flows changes in financial position of the Company and Subsidiaries for its Subsidiaries, together with all related notes and schedules thereto, accompanied by the years then ended reports thereon of the Company's independent auditors (collectively referred to as the “"Financial Statements”") and (ii) the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries as at February 28December 31, 2007 2006 (the "Balance Sheet"), and the related consolidated statements of income income, retained earnings, stockholders' equity and cash follows changes in financial position of the Company and its Subsidiaries for the two months then ended Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the “Stub Period "Unaudited Financial Statements”), ") are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Unaudited Financial Statements (xi) has are correct and complete in all material respects and have been prepared based on in accordance with the books and records of the Company and its Subsidiaries, (ii) except as may be indicated in set forth on Schedule 3.6(a) of the notes thereto)Disclosure Schedules, (y) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ziii) fairly presentspresent, in all material respects, 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 indicated therein. Each , except as otherwise noted therein and except that interim financial statements omit footnotes and are subject to customary year-end adjustments and accruals. (B) As of the Stub Period Financial Statements date hereof, the Group Indebtedness is €480,600,000 and set forth on Schedule 3.6(b) of the Disclosure Schedules are fair and carefully prepared estimates (A) has been prepared based on which includes the books Group Indebtedness’ estimate as of the date hereof), produced by the Company in good faith and records reflecting the past business history of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall of the amount of Group Indebtedness that will be deemed not to apply paid to the calculation of Taxes nor to require Company if the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against Closing Date were on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 dates indicated in the ordinary course of business of the Company, (iii) for Taxes, or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectsuch schedule.

Financial Statements; No Undisclosed Liabilities. (a) Copies Attached as Schedule 3.7A are true and complete copies of the unaudited financial statements (i) audited consolidated including balance sheets sheets, statements of the Company income and Subsidiaries as at retained earnings, statements of cash flow, and any notes pertaining thereto of MP for its fiscal years ending December 31, 20042005 and December 31, 20052006, and 2006 and the related audited consolidated interim financial statements of income, stockholders’ equity and cash flows of the Company and Subsidiaries for the years then ended period ending March 31, 2007 (collectively, the “Financial Statements”) and (ii) the ). The unaudited consolidated balance sheets sheet as of the Company and its Subsidiaries as at February 28April 30, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively is hereinafter referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has been prepared based on the Latest Balance Sheet.” MP’s books and records of accounts accurately reflect all of the Company (assets, liabilities, transactions and results of operations of MP in all material respects, and the Latest Balance Sheet has been prepared in a manner consistent with past practices of MP, except as may be indicated disclosed in the notes thereto)of such Latest Balance Sheet. Except as set forth in Schedule 3.7B, (y) has the Financial Statements for the periods ending December 31, 2005 and December 31, 2006 have been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) maintained and applied on a consistent basis throughout the indicated periods indicated (except as may be indicated and in a manner consistent with past practices of MP and the notes thereto) Financial Statements fairly present the financial condition and (z) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as MP at the respective dates thereof and for the respective relevant periods indicated thereinindicated. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company Except as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against set forth on the Financial Statements or on the notes theretoLiabilities Schedule attached as Schedule 3.7, MP has no liabilities or obligations of any nature (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31whether accrued, 2006 in the ordinary course of business of the Companyabsolute, (iii) for Taxes, contingent or (ivotherwise) that would notare, individually or in the aggregate, reasonably be expected material to the MP Business, except for liabilities or obligations incurred in the ordinary course of business consistent with past practice since the Latest Balance Sheet. As of the date of the Latest Balance Sheet, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standard No. 5) that are not adequately provided for in the Latest Balance Sheet. (b) All debts and other amounts due from MP to any Shareholder or their Affiliates have a Material Adverse Effectbeen paid, satisfied or otherwise forgiven. For all purposes of this Agreement, the term "Affiliate” shall mean: (i) in the case of an individual, any relative of such person, (ii) any officer, director, trustee, partner, manager, employee or holder of ten percent (10%) or more of any class of the voting securities of or equity interest in such person; (iii) any corporation, partnership, limited liability company, trust or other entity controlling, controlled by or under common control with such person; or (iv) any officer, director, trustee, partner, manager, employee or holder of ten percent (10%) or more of the outstanding voting securities of any corporation, partnership, limited liability company, trust or other entity controlling, controlled by or under common control with such person.

Financial Statements; No Undisclosed Liabilities. (a) Copies of the (i) The Company’s audited consolidated balance sheets sheet as of the Company and Subsidiaries as at December 31, 2004, 2005, and 2006 2013 and the related consolidated statement of income, stockholders’ equity and cash flows for the fiscal year then ended and the Company’s audited consolidated balance sheet and statements of income, stockholders’ equity and cash flows of the Company and Subsidiaries for the fiscal years ended December 31, 2012 and December 31, 2011 and the Company’s unaudited consolidated balance sheet as of September 30, 2014 (the “Latest Balance Sheet”) and the related consolidated statement of income, stockholders’ equity and cash flows for the nine months then ended (the foregoing audited and unaudited financial statements, collectively, the “Financial Statements”) and (i) have been prepared in all material respects in accordance with GAAP, consistently applied, (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at February 28, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has have been prepared based on from and are in accordance in all material respects with the books and records of the Company (except as may be indicated in the notes thereto), (y) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) Group Companies and (ziii) present fairly presents, in all material respects, respects the consolidated financial position, condition and results of operations and cash flows of the Company Group Companies (taken as at a whole) as of the respective dates thereof times and for the respective periods indicated referred to therein. Each , subject in the case of the Stub Period unaudited financial statements to the absence of footnote disclosures and other presentation items and normal year-end audit adjustments. The Company has provided Parent with true, complete and correct copies of the Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet DateSchedule 3.06(a).” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, Liabilities of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations Group Companies except (i) Liabilities disclosed in Schedule 3.06(b), (ii) Liabilities reflected or reserved against on in the Financial Statements or the notes theretoLatest Balance Sheet, (iiiii) Liabilities incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 Latest Balance Sheet in the ordinary course of business consistent with past practice, (iv) Liabilities incurred in accordance with the terms of any Material Contract with any of the Group Companies (other than in connection with a breach of any such Material Contract) and (v) immaterial Liabilities. (c) The Group Companies have devised and maintained and do maintain systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general and specific authorization of the management of the Company, (ii) all transactions are recorded, with enforceable agreements and without side arrangements outside the standard statement of work process, as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items and (iii) for Taxesall off balance sheet arrangements are properly identified and quantified. (d) The Accounts of Aditi Technologies Private Limited have been prepared in accordance with India GAAP and consistently applied accounting principles of Aditi Technologies Private Limited, or provided such principles do not conflict with India GAAP, so as to give a true and fair view in all material respects of the business (including the assets, liabilities and state of affairs) of Aditi Technologies Private Limited as at the date of the First Closing as defined in the Aditi Stock Purchase Agreement. The Accounts of INSP India Software Development Private Limited, Aditi Technologies Europe GmbH and Aditi Technologies Ireland Private Limited have been prepared in accordance with applicable Indian Law and consistently applied accounting principles, so as to give a true and fair view in all material respects of their business (including the assets, liabilities and state of affairs). Except as disclosed on the face of the Accounts, there are no Liabilities of Aditi Technologies Private Limited except (i) Liabilities of Aditi Technologies Private Limited disclosed in Schedule 3.06(d), (ii) Liabilities of Aditi Technologies Private Limited incurred since the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice, (iii) Liabilities of Aditi Technologies Private Limited incurred in accordance with the terms of any Material Contract with Aditi Technologies Private Limited (other than in connection with a breach of any such Material Contract) and (iv) that would notimmaterial Liabilities. The Company has provided Parent with true, individually or complete and correct copies of the Accounts in the aggregate, reasonably be expected to have a Material Adverse EffectSchedule 3.06(d).

Financial Statements; No Undisclosed Liabilities. (a) Copies Attached as Schedule 4.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets sheet of the Company and its Subsidiaries as at of December 31, 20042019 and December 31, 2005, and 2006 2018 and the related audited consolidated statements of incomecomprehensive loss, stockholderscash flows and members’ equity for the fiscal years ended on such dates, together with all related notes and cash flows schedules thereto, accompanied by the reports thereon of the Company and Subsidiaries for the years then ended Company’s independent auditors (the “Audited Financial Statements”) and ); and (ii) the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries as at February 28of March 31, 2007 2021 (the “Unaudited Balance Sheet”) and the related unaudited consolidated statements of income and comprehensive loss, cash follows of the Company and its Subsidiaries flows for the two months three (3) month period then ended (collectively referred to as collectively, together with the Unaudited Balance Sheet, the “Stub Period Unaudited Financial Statements”). (b) Except as set forth on Schedule 4.4(b), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (xi) has have been prepared based on from the books and records of the Company Group Companies; (except as may be indicated in the notes thereto), (yii) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes thereto) thereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (ziii) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets position of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company dates thereof and their consolidated results of a nature required operations and cash flows for the periods then ended (subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments, none of which would be expected to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on material to the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Company, (iii) for Taxes, or (iv) that would notGroup Companies, individually or in the aggregate, taken as a whole). (c) The books of account and other financial records of each Group Company have been kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Group Companies have been properly recorded therein in all material respects. Each Group Company has devised and maintains a system of internal accounting policies and controls sufficient to provide reasonable assurances that (i) transactions are executed in all material respects in accordance with management’s authorization; (ii) the transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) the amount recorded for assets on the books and records of each Group Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, “Internal Controls”). (d) 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, 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 as set forth on Schedule 4.4(e), no Group Company has any Liabilities that are required to be disclosed on a balance sheet in accordance with GAAP, except (i) Liabilities expressly set forth in the Audited Financial Statements or 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 breach of Contract, infringement or violation of Law); (iii) Liabilities arising under this Agreement, the Ancillary Agreements or the performance by the Group Companies of their respective obligations hereunder or thereunder; (iv) for fees, costs and expenses for advisors and Affiliates of the Group Companies, including with respect to legal, accounting or other advisors incurred by the Group Companies in connection with the transactions contemplated by this Agreement; (v) executory obligations under Contracts; or (vi) Liabilities that are not and would not reasonably be expected to be material to the Group Companies, taken as a Material Adverse Effectwhole. (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) Copies of Except as disclosed on Schedule 3.5, the Carve-Out Financial Statements, as set forth on Schedule 3.5, and any updates to the Carve-Out Financial Statements delivered pursuant to Section 5.2(e), (i) audited consolidated balance sheets of the Company are correct and Subsidiaries as at December 31complete in all material respects, 2004, 2005, and 2006 and the related audited consolidated statements of income, stockholders’ equity and cash flows of the Company and Subsidiaries for the years then ended (the “Financial Statements”) and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at February 28, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has have been or will be prepared based on in accordance with the books and records of the Company (except as may Seller, and can be indicated in reconciled with the notes thereto)financial records maintained with, and the accounting methods applied by, the Seller for federal income Tax purposes, (yiii) has comply as to form in all material respects with the published rules and regulations of the SEC applicable to the presentation of acquired company financial statements, (iv) have been or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) thereto as applicable), and (zv) fairly presentspresent, in all material respects, the consolidated financial positionPurchased Assets and the Assumed Liabilities. (b) Except for the Mortgage Servicing Rights and the Mortgage Loans Held for Sale, results of operations there are no material differences between the fair value and cash flows the book value of the Company Purchased Assets. (c) The books of account and financial records of the Seller pertaining to the Purchased Assets, the Assumed Liabilities and the Included Business are true and correct in all material respects and have been prepared and are maintained in accordance with GAAP consistently applied and consistent with past practices. Each Seller maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Included Business (including the Carve-Out Financial Statements) and to maintain accountability for the Seller’s assets, and (iii) access to the Seller’s assets is permitted only in accordance with management’s general or specific authorization. To the knowledge of the Seller and except as such books, records or other documents are provided to Buyer at the respective dates thereof Closing pursuant to Section 5.2(c), the Seller has possession of all books, records and for other material documents (whether in paper or electronic form) pertaining to the respective periods indicated therein. Each Purchased Assets, the Assumed Liabilities and the Included Business (including business plans, financial statements, work papers, Tax Returns and all documents (or copies thereof) in possession of the Stub Period Financial Statements (A) Seller or an Affiliate evidencing the underwriting and origination of Mortgage Loans and files relating to each such Mortgage Loan). The Seller has been prepared based on not received any advice or notification from its independent accountants that the Seller has used any improper accounting practices that would have the effect of not reflecting or incorrectly reflecting in the books and records of the CompanySeller, any properties, assets, liabilities, revenues, expenses, equity accounts or other accounts. (Bd) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed Except as set forth on Schedule 3.5(d) of the Disclosure Schedules, each Seller does not to apply have any material liabilities as of the date of this Agreement that are related to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature Included Business that would be required by GAAP to be reflected on or reserved on a balance sheet prepared or reflected in accordance with GAAP, other than any such debts, liabilities or obligations a note thereto except for each of the following: (i) performance obligations under Seller Contracts, (ii) liabilities to the extent reflected or reserved against in the Carve-Out Financial Statements, (iii) liabilities incurred subsequent to the Balance Sheet Date (A) of the type set forth on the Carve-Out Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business consistent with past practice or (B) those categories of liabilities incurred as set forth on Schedule 3.5(d) of the Company, (iii) for Taxes, or Disclosure Schedule and (iv) liabilities incurred in connection with the consummation of the transactions contemplated by this Agreement. (e) All of the liabilities under the Assumed Credit Agreements are included as Current Assumed Liabilities except for those liabilities arising under the Signature Bank Loan. All of the proceeds under the Signature Bank Loan have been or will be used to finance the development of property that would not, individually or in is included within the aggregate, reasonably be expected to have a Material Adverse EffectPurchased Assets.

Financial Statements; No Undisclosed Liabilities. (a) Copies True and complete copies of (x) the unaudited balance sheet of the Company as at December 31, 2007, and the related unaudited statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company, (iy) the audited consolidated balance sheets of the Company and Subsidiaries as at December 31, 20042006 and December 31, 2005, and 2006 and the related audited consolidated statements of income, retained earnings, stockholders’ equity and cash flows changes in financial position of the Company Company, together with all related notes and Subsidiaries for schedules thereto, accompanied by the years then ended reports thereon of the Company’s independent auditors (clauses (x) and (y) being collectively referred to as the “Financial Statements”) and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at February 28, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure SchedulesSchedules and (z) the unaudited balance sheet of the Company as at January 31, 2008, and the related unaudited statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) will be provided as a supplement to Schedule 3.6(a) of the Disclosure Schedules by the Company prior to the Closing. Each of the Financial Statements and the Interim Financial Statements (xi) has are correct and complete in all material respects and have been prepared based on in accordance with the books and records of the Company Company; (except as may be indicated in the notes thereto), (yii) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ); and (ziii) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements , except (A) has been prepared based on as otherwise noted therein and subject, in the books and records case of the CompanyInterim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of December 31, 2007 tax provision, deferred tax asset and deferred tax liabilities balances set forth in the Company and its Subsidiaries Financial Statements as at December 31, 2006 is referred 2007, which may change materially, provided that the amounts of such changes shall be provided by the Company to herein as the “Balance Sheet” and December 31, 2006 is referred Parent prior to herein as the “Balance Sheet DateClosing.” (b) There are no debts, liabilities or obligations, whether Except as and to the extent adequately accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on in the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated unaudited balance sheet of the Company as at December 31, 2006 2007 (such balance sheet together with all related notes and schedules thereto, the “Balance Sheet”), the Company has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the CompanyBalance Sheet, (iii) for Taxes, or (iv) that would are not, individually or in the aggregate, reasonably be expected material to the Company. (c) The books of account and financial records of the Company are true and correct and have a Material Adverse Effectbeen prepared and are maintained in accordance with sound accounting practice.

Financial Statements; No Undisclosed Liabilities. (a) Copies Section 3.14(a) of the Disclosure Schedule sets forth true, complete and correct copies of (i%3) the audited consolidated balance sheets sheet of the Company and Subsidiaries as at of December 31, 20042015, 20052016, and 2006 2017, and the related audited consolidated statements of income, stockholders’ equity income and cash flows of the Company and Subsidiaries for the years then ended ended, (such balance sheets and related statements of income and cash flows, the “Annual Financial Statements”), and (%3) the unaudited balance sheet of the Company as of August 31, 2018, and the related statements of income and cash flow for the eight (8) month period then ended, (such balance sheets and related statements of income and cash flows, the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”). US-DOCS\102662145.20 (b) and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries Except as at February 28, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(aset forth in Section 3.14(b) of the Disclosure Schedules. Each of Schedule (the “GAAP Exceptions”), the Financial Statements (x) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (y) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as that the Interim Financial Statements do not contain all footnotes required by GAAP and other presentation items that may be indicated in required by GAAP for audited financial statements, and the notes thereto) and (z) fairly presents, Interim Financial Statements are subject to normal year-end adjustments. The Financial Statements are consistent in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on respects with the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, present in all material respects, respects the consolidated financial position, condition and operating results of operations and cash flows of the Company as at of the respective dates thereof dates, and for the respective periods periods, indicated therein. The audited consolidated balance sheets , subject in the case of the Company and its Subsidiaries as at December 31, 2006 is referred Interim Financial Statements to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Datenormal year-end audit adjustments.” (bc) There are Except as identified in Section 3.14(c) of the Disclosure Schedule, no debtsCompany Member has any (i) Indebtedness, (ii) liabilities or obligations, whether accrued accrued, absolute, contingent or fixedotherwise, absolute asserted or contingentunasserted, matured known or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Companyunknown, (iii) for Taxesobligations with respect to undrawn letters of credit, (iv) obligations with respect to interest rate swap agreements, interest rate cap agreements, interest rate collar agreements, interest rate insurance agreements, foreign exchange contracts, currency swap or option agreements, forward contracts, commodity swap, purchase or option agreements, other commodity price hedging arrangements and all other similar contracts designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices, (v) Indebtedness secured by a Lien on the property of any Company Member, whether or not the respective Indebtedness so secured is a primary obligation of, or has been assumed by, any Company Member, or (ivvi) that would any off-balance sheet financing of a Person (but excluding all leases recorded for accounting purposes by the applicable Person as operating leases and any leases with respect to the Company Real Properties), in each case other than (A) those specifically reflected in or fully reserved for against in the Interim Financial Statements, (B) those incurred in the Ordinary Course of Business since December 31, 2017, and which are not, individually or in the aggregate, reasonably be material in amount, (C) non-monetary obligations to perform under executory Contracts to which it is a party (all of which have been made available to Buyer), and (D) expenses incurred in connection with the transactions contemplated hereby. No Company Member has assumed, guaranteed, endorsed or otherwise become directly or contingently liable on or for any indebtedness of any other person. (d) All books, records and accounts of the Company are accurate and complete and are maintained in all material respects in accordance with good business practice and all applicable Legal Requirements. (e) All of the accounts receivable of the Company are valid claims which arose in bona fide arm’s length transactions in the Ordinary Course of Business, are subject to no set-off or counterclaim, and, to the Company’s Knowledge, are expected to be fully collectible in the normal course of business, after deducting any reserve for doubtful accounts stated in the Interim Financial Statements, which reserve, except for the GAAP Exceptions, is in accordance with GAAP and is a reasonable estimate of the Company’s uncollectible accounts. Since the date of the Recent Balance Sheet, the Company has collected its accounts receivable in the Ordinary Course of Business and in a manner which is consistent with past practices and has not accelerated any such collections. The Company does not have any accounts receivable or loans receivable from any Person which is Affiliated with it or any of the directors, managers, officers, employees or equityholders of the Company. US-DOCS\102662145.20 (f) All accounts payable and notes payable of the Company arose in bona fide arm’s length transactions in the Ordinary Course of Business. Since the date of the Recent Balance Sheet, the Company has paid its accounts payable in the Ordinary Course of Business and in a Material Adverse Effectmanner which is consistent with its past practices. (g) No Company Member has entered into any transactions involving the use of special purpose entities for any off balance sheet activity. The revenue recognition policies of the Company Members and the application of those policies are in compliance with the applicable standards under GAAP, subject to the GAAP Exceptions. (h) All of the Inventory reflected on the balance sheet included in the Recent Balance Sheet consisted of goods usable or saleable in the Company’s and its Subsidiaries’ Ordinary Course of Business, after deducting any reserve for obsolete or unsalable amounts reflected in such Recent Balance Sheet. Since the Recent Balance Sheet Date, no Inventory has been sold or disposed of except through sales in the Ordinary Course of Business. (i) The Company Members maintain an adequate system of internal controls and procedures. (j) There is no grant, subsidy or financial assistance which has been received or applied for by any Company Member and which is repayable in whole or in part in any circumstances.

Financial Statements; No Undisclosed Liabilities. (a) Copies of the Attached as Schedule 4.10(a) hereto are (i) audited consolidated year-end balance sheets of the Company and Subsidiaries Thane as at December of March 31, 20042001, 20052000 and 1999 and statements of income, stockholders' equity and 2006 cash flow of Thane for each of the fiscal years then ended and the related audited (ii) an unaudited consolidated balance sheet of Thane as of September 30, 2001 and unaudited consolidated statements of income, stockholders’ ' equity and cash flow for the six-month period then ended. Such balance sheets and the notes thereto fairly present the financial position of Thane at the respective dates thereof in accordance with GAAP and such statements of income, stockholders' equity and cash flow and the notes thereto fairly present the results of operations for the periods referred to therein, in accordance with GAAP, except that the unaudited financial statements have no notes attached thereto and do not have year-end audit adjustments (none of which would be material or recurring). All of the foregoing financial statements were prepared from the books and records of Thane. Thane does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Thane has not in the past five (5) fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any Subsidiary or business acquired by Thane. Except as set forth in Schedule 4.10(a) hereto, Thane does not have any obligation to make any additional Investments in any Person. All properties used in Thane's business operations during the period covered by the foregoing financial statements are reflected in the financial statements in accordance with and to the extent required by GAAP. The foregoing consolidated balance sheets and statements of operations, stockholders' equity and cash flows of the Company and Subsidiaries for the years then ended (the “Financial Statements”) and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at February 28, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (notes thereto are herein collectively referred to as the “Stub Period "Thane Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (y) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.”" (b) There are no debtsExcept as set forth in Schedule 4.10(b) hereto, liabilities Thane does not have any Indebtedness, obligation or obligationsliability (whether accrued, absolute, contingent, unliquidated or otherwise, known or unknown to Thane, whether accrued due or fixedto become due) arising out of transactions entered into at or prior to the Closing Date, absolute or contingent, matured any state of facts existing at or unmatured or determined or determinable, of prior to the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAPClosing Date, other than any such debts, liabilities or obligations than: (i) reflected liabilities set forth in the September 30, 2001 balance sheet of Thane, or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31liabilities and obligations that have arisen after September 30, 2006 2001 in the ordinary course of business (none of which is a liability resulting from breach of a Contract, Regulation, Order or warranty, tort, infringement or Claim). (c) There is no Person that has Guaranteed, or provided any financial accommodation of, any Indebtedness, obligation or liability of Thane or for the benefit of Thane for the periods covered by the Thane Financial Statements other than as set forth in the Thane Financial Statements or as set forth on Schedule 4.10(c). The management of Thane has disclosed to Thane's independent auditors all facts and circumstances known to them that are material and bear upon the accuracy of the Company, (iii) for Taxes, or (iv) that would not, individually or audited financial statements. Thane's accounting systems and controls are sufficient to detect material fraud and inaccuracies in the aggregate, reasonably be expected to have a Material Adverse Effectfinancial reporting processes and reports.

Financial Statements; No Undisclosed Liabilities. (a) Copies Schedule 3.5(a) of the Disclosure Schedule sets forth the Company’s audited, consolidated financial statements for its fiscal years ended December 31, 2018 and December 31, 2019, and its unaudited, consolidated financial statements for the fiscal year ended December 31, 2020 and 3-month period ended March 31, 2021, including, in each case, balance sheets, statements of operations and statements of cash flows (collectively, and together with the Audited FY20 Financials, the “Financial Statements”). The Financial Statements (i) audited consolidated balance sheets are (or will be) accurate, complete, and consistent with the books and records of the Company, (ii) present (or will present) fairly, in all material respects, the financial position of the Company and its Subsidiaries as at December 31, 2004, 2005, and 2006 the dates therein indicated and the related audited consolidated statements results of income, stockholders’ equity operations and cash flows of the Company and its Subsidiaries as of the dates and for the years then ended periods indicated (subject, in the “Financial Statements”case of interim period financial statements, to normal recurring year-end adjustments) and (iiiii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at February 28, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has been were prepared based on the books and records of the Company in accordance with GAAP (except as may be indicated in the notes thereto), except for the absence of footnotes. The consolidated balance sheet of the Company as of March 31, 2021 (ythe “Balance Sheet Date”) has is herein referred to as the “Balance Sheet.” (b) Except as reflected in the Balance Sheet, the Acquired Companies have no Liabilities, other than (i) those not required under GAAP to be reflected in the Balance Sheet, (ii) those incurred in the conduct of the Business since the Balance Sheet Date in the ordinary course of business, (iii) those incurred by the Company in connection with the execution of this Agreement and (iv) those that are executory obligations arising under Contracts to which the Acquired Companies are a party or otherwise bound (to the extent not resulting from a breach of such Contracts by the Acquired Companies). Except as set forth on Schedule 3.5(b) of the Disclosure Schedule, the Acquired Companies have no off balance sheet Liability of any nature to, or any financial interest in, any third-parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by an Acquired Company. All reserves that are set forth in or reflected in the Balance Sheet have been prepared established in accordance with GAAP consistently applied and are adequate. (c) Except as set forth on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretoSchedule 3.5(c) and (z) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Disclosure Schedule, no Acquired Company as at has any Debt. No Acquired Company is a guarantor, indemnitor, surety, or other obligor of any indebtedness of any other Person (other than another Acquired Company). No Acquired Company has applied for or accepted (i) any loan pursuant to the respective dates thereof Paycheck Protection Program in Section 1102 and for the respective periods indicated therein. Each Section 1106 of the Stub Period Financial Statements CARES Act, respectively, (ii) any funds pursuant to the Economic Injury Disaster Loan program or an advance on an Economic Injury Disaster Loan pursuant to Section 1110 of the CARES Act or (iii) any loan or funds pursuant to any similar programs in any foreign jurisdictions. (d) The Company has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions, receipts and expenditures of the Acquired Companies are executed in accordance with appropriate authorizations of management and the Board, (ii) transactions are recorded as necessary (A) has been prepared based to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization and (iv) the amount recorded for assets on the books and records of the Acquired Companies is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has been no incidence of fraud or allegation of fraud committed by any current or former employee, consultant or director of any Acquired Company with respect to the preparation of the Financial Statements. No Acquired Company has received written communication or, to the knowledge of the Company, (B) otherwise obtained knowledge of any material complaint, allegation, assertion or formal claim regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Acquired Companies or their internal accounting controls or any material inaccuracy in any Acquired Company’s financial statements. There has been prepared no material change in accordance with GAAP any Acquired Company’s accounting policies since such Acquired Company’s inception, except as described in the Financial Statements. (which e) As of the date hereof, no Acquired Company has any outstanding Debt (which, for purposes hereof shall be deemed the avoidance of doubt, does not to apply include Permitted Debt). (f) Schedule 3.5(f) to the calculation Disclosure Schedule sets forth a complete and accurate list of Taxes nor to require the inclusion all Loans of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows any Acquired Company outstanding as of the Company as at Agreement Date (the respective dates thereof and for the respective periods indicated therein“Legacy Loans”). The audited consolidated balance sheets None of the Loans pursuant to which an Acquired Company has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan, and its Subsidiaries no Acquired Company has received written notice of any pending claim for it to repurchase Loans or interests therein nor, to the knowledge of the Company, is there any reasonable basis for any such claim. No obligor to the Loans has ever made an untimely payment thereunder or filed for bankruptcy or similar insolvency Actions. No Acquired Company has ever increased or extended the time to pay with respect to any Loans, nor has it allowed or received discounted amounts in respect thereof. True, correct and complete copies of all contracts relating to the Legacy Loans have been Made Available. (g) The accounts receivable as at December 31, 2006 is referred to herein as reflected on the “Balance Sheet” , as will be reflected in the Financial Certificate and December 31, 2006 is referred to herein as arising after the “Balance Sheet Date and before the Closing Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 arose in the ordinary course of business business, represented bona fide claims against debtors for sales and other charges and have been collected or are collectible in the book amounts thereof, less an amount not in excess of the Companyallowance for doubtful accounts provided for in the Balance Sheet, (iii) for Taxes, or (iv) that would not, individually or in the aggregateFinancial Certificate, reasonably be expected as the case may be. None of the accounts receivable of any Acquired Company is subject to have a Material Adverse Effectany claim of offset, recoupment, setoff or counter-claim. No material amount of accounts receivable is contingent upon the performance by any Acquired Company of any obligation or Contract other than normal warranty repair and replacement.

Financial Statements; No Undisclosed Liabilities. The Company has made available to Parent true and complete copies (such financial statements, the “Company Financial Statements”) of (a) Copies of the (i) audited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at of December 31, 20042020, 2005December 31, 2019 and 2006 December 31, 2018 and the related audited consolidated statements of income, cash flows and stockholders’ equity and cash flows for each fiscal year of the Company and Subsidiaries for the years then ended (the “Financial Statements”) and (iib) the unaudited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries (the “Interim Balance Sheet”) as at February 28of June 30, 2007 2021 (the “Interim Balance Sheet Date”), and the related unaudited consolidated statements of income and cash follows flows for the five (5)-month period then ended. Except as set forth on Schedule 3.5, subject in the case of unaudited Financial Statements to the absence of certain footnotes not customarily included in the unaudited quarterly financial statements and normal year-end adjustments, the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (xi) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (y) has have been prepared in accordance with GAAP applied on a consistent basis in all material respects throughout the periods indicated (covered thereby, except as may be indicated in the notes thereto) , and (zii) fairly presentspresent, in all material respects, the consolidated financial position, position of the Group Companies as of the dates thereof and their consolidated results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated thereinthen ended. Each The Company maintains a standard system of the Stub Period Financial Statements (A) has been prepared based on the books accounting established and records of the Company, (B) has been prepared administered in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) GAAP. Except as set forth on a consistent basis throughout the period and (C) fairly presents, in all material respectsSchedule 3.5, the consolidated financial positionCompany has no liabilities, results obligations or commitments of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31any nature whatsoever, 2006 is referred to herein as the “Balance Sheet” and December 31asserted or unasserted, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities known or obligations, whether accrued or fixedunknown, absolute or contingent, accrued or unaccrued, matured or unmatured or determined or determinableotherwise, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations except (ia) those which are adequately reflected or reserved against on in the Financial Statements or Interim Balance Sheet as of the notes theretoInterim Balance Sheet Date, and (iib) those which have been incurred in the Ordinary Course consistent with past practice since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Company, (iii) for Taxes, or (iv) that would Interim Balance Sheet Date and which are not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial in amount.

Financial Statements; No Undisclosed Liabilities. 3.5.1. The Company has furnished the Buyer with copies of: (a) Copies of the (i) audited consolidated balance sheets sheet of the Company Seller and its Subsidiaries as at of December 31, 20042016, 2005, and 2006 and the related audited consolidated statements of income, stockholders’ equity income and cash flows of the Company Seller and its Subsidiaries for the years fiscal year then ended (the “Annual Financial Statements”) ), and (iib) the unaudited consolidated balance sheets sheet of the Company Seller and its Subsidiaries as at February 28of July 31, 2007 2017 (respectively, the “Reference Balance Sheet,” and the “Reference Balance Sheet Date”) and the related consolidated statements statement of income and cash follows of the Company Seller and its Subsidiaries for the two months then ended such eight month period (collectively referred to as the “Stub Period Interim Financial Statements” and, collectively with the Annual Financial Statements, the “Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Financial Statements (xi) has been prepared based on present fairly in all material respects the books and records financial position of the Company Seller and its Subsidiaries and the results of operations of the Seller and its Subsidiaries as of the respective dates thereof and for the periods covered thereby and (except as may be indicated ii) were prepared in the notes thereto), (y) has been prepared all material respects in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated covered thereby, subject, in the notes thereto) case of Interim Financial Statements, to normal year-end adjustments and (z) fairly presents, in all material respects, the consolidated financial position, results absence of operations and cash flows notes. 3.5.2. As of the date hereof, no Acquired Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements has any material liabilities, except for: (Aa) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (those which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) adequately reflected or reserved against on in the Financial Statements or as of the notes theretoReference Balance Sheet Date, (iib) those which have been incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business consistent with past practice since the Reference Balance Sheet Date (to the extent such liabilities are set forth in the Estimated Balance Sheet and, when finalized in accordance with Section 2.4, the Final Balance Sheet), (c) liabilities expressly disclosed on any of the Company, Disclosure Schedules and (iiid) for Taxes, or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectTransaction Expenses.

Financial Statements; No Undisclosed Liabilities. (a) Copies Section 2.5 of the (i) audited consolidated Target Company Disclosure Letter contains an unaudited balance sheets sheet of the Target Company Group for the six (6) month period ending June 30, 2025 (the “Stub Period”) and Subsidiaries as at for each of the years ended December 31, 20042024, 2005December 31, 2023 and 2006 and December 31, 2022, along with the related audited consolidated unaudited statements of income, stockholderscash flows and shareholders’ equity for the Stub Period and cash flows each of the Company and Subsidiaries for the years then ended (collectively, the “Financial Statements”) and (ii) ). Except as set forth in the unaudited consolidated balance sheets notes thereto or in Section 2.5 of the Target Company Disclosure Letter and its Subsidiaries as at February 28, 2007 and subject to year-end adjustments (which adjustments will not be material individually or in the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”aggregate), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has been prepared based on were consistently applied, are consistent with the books and records of the Target Company (except as may be indicated in the notes thereto), (y) has been prepared in accordance with GAAP Group and applied on a basis consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) with past practices, and (z) fairly presents, present in all material respectsrespects the financial condition, the consolidated financial positionstockholders’ equity, results of operations and cash flows of the Target Company Group as at of the respective dates thereof and for the respective periods indicated therein. Each covered thereby. (b) The Target Company Group has no Liabilities except for (i) Liabilities specifically reflected in, fully reserved against or otherwise described in the Stub Period balance sheet, (ii) Liabilities of a similar nature to those set forth on the Stub Period balance sheet which have arisen after the date of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Company, and (iii) for TaxesLiabilities set forth on Schedule 2.5(b) of the Target Company Disclosure Letter (in the case of each of clauses (i) through (iii), inclusive, none of which results from, arises out of, relates to, or (iv) that would notwas caused by any tort or infringement or breach or violation of, individually or in the aggregatedefault under, reasonably be expected to have a Material Adverse Effectcontractual obligation, warranty, or Law).

Financial Statements; No Undisclosed Liabilities. (a) Copies True and complete copies of the (i) audited consolidated balance sheets of the Company Seller and its Subsidiaries as at December 31, 2004, 2005, and 2006 and the related audited together with consolidated statements of incomeincome and cash flows for the fiscal year ended December 31, stockholders’ equity 2004 and audited consolidated balance sheet and statements of income and cash flows of Seller as of and for the nine months ended September 30, 2005 (“Most Recent Fiscal Month End”) are included in the Company and Subsidiaries for the years then ended Disclosure Schedule, in each case together with an unqualified report thereon by an independent certified public accounting firm (the “Financial Statements”) and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at February 28, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Financial Statements (x) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (y) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) covered thereby and (z) fairly presents, present in all material respects, respects the consolidated financial position, condition and results of operations of Seller and cash flows its Subsidiaries as of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Dateindicated.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of Except as and to the amount disclosed in the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAPDisclosure Schedule, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Company, (iii) for Taxes, or (iv) that would nothas no material Liabilities, individually or in the aggregate, reasonably except for (i) those Liabilities accrued or disclosed on the face of the balance sheet as of September 30, 2005, (ii) Liabilities incurred since September 30, 2005 in the ordinary course of business consistent with past practice, and (iii) Liabilities under Contracts which, in accordance with GAAP, are not required to be expected disclosed in the Financial Statements (none of which arise out of a breach of any such Contract). (c) The Company Disclosure Schedule sets forth a list of all notes, bonds, indentures and other instruments and agreements evidencing, creating or otherwise relating to have a Material Adverse EffectCompany Debt, including the outstanding principal amount (other than any increases permitted under Section 6.2(f)), interest rate as in effect between the Balance Sheet Date and the Closing Date and payment schedule of principal and interest thereon. The Company has delivered to the Buyer true, correct and complete copies of the Credit Agreement, Second Amended and Restated Subordinated Note Agreement and Senior Secured Subordinated Note Agreement. Other than amounts accrued on the balance sheet for the Most Recent Fiscal Month End or as set forth on the Company Disclosure Schedule, the Company will not be required to pay any prepayment penalty, fee or amount other than principal and accrued interest thereon (other than default interest) at Closing to extinguish the Company Debt in full.

Financial Statements; No Undisclosed Liabilities. (a) Copies of the (i) audited consolidated balance sheets Attached hereto as Schedule 3.1(i)(i) of the Company Parent Disclosure Schedule are the pro forma profit and Subsidiaries as at December 31, 2004, 2005, and 2006 and the related audited consolidated loss statements of income, stockholders’ equity and cash flows of the Company and Subsidiaries for the Business for Parent’s 2011 through 2014 fiscal years then ended (the “Financial Statements”) and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at February 28, 2007 and the related consolidated statements of income and cash follows of the Company and its Subsidiaries for the two months then ended (collectively referred to as the “Stub Period Pro Forma Financial Statements”). The Pro Forma Financial Statements are qualified by the fact that the Business has not operated as a separate “stand alone” entity or Affiliate of Parent. As a result, certain projections and assumptions were made to create the Pro Forma Financial Statements which are attached discussed in the notes accompanying the Pro Forma Financial Statements. (ii) Attached hereto as Schedule 3.6(a3.1(i)(ii) of the Parent Disclosure Schedules. Each of Schedule are (A) the Financial Statements (x) has been prepared based on the books certified statutory balance sheet and records of the Company (except as may be indicated in the notes thereto), (y) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) profit and (z) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows loss accounts of the Company as at the respective dates thereof and for the respective periods indicated therein. Each period ended April 26, 2013 and as at and for the period ended April 25, 2014, in each case together with the notes thereto, (B) the unaudited combined statement of assets acquired and liabilities assumed of the Stub Period Financial Statements Business as of April 25, 2014 and (C) the unaudited combined statement of revenues and direct expenses of the Business for the fiscal year ended April 25, 2014. The financial statements referred to in (A), above, (i) has have been prepared based on from and in accordance with the books and records of the Company, ; (Bii) has have been prepared in accordance with French GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on in a consistent basis manner consistently followed throughout the period periods indicated; (iii) fairly present in all material respects the balance sheet and profit and losses of the Company, as applicable, as at the dates of and for the periods referred to therein, and (iv) were audited and certified without qualification by the statutory auditors of the Company and approved by its shareholder without reservation or modification. The financial statements referred to in (B) and (C) fairly presentsabove, (i) have been prepared from and in all material respects, accordance with the consolidated financial position, results of operations books and cash flows records of the Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” Business; (bii) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet have been prepared in accordance with GAAPU.S. GAAP in a manner consistently followed through the periods indicated; and (iii) fairly present in all material respects the assets acquired and liabilities assumed of the Business and the revenues and direct expenses of the Business, other than any such debtsas applicable, liabilities or obligations as at the dates of and for the periods referred to therein. (iiii) Except (A) as reflected or reserved against on in the Pro Forma Financial Statements (or the notes thereto), (iiB) as reflected in the unaudited combined statement of assets acquired and liabilities assumed as of April 25, 2014; and (C) for liabilities or obligations incurred in the Ordinary Course of Business since the date of the audited consolidated balance sheet of April 25, 2014, neither the Company as at December 31, 2006 in nor the ordinary course of business of the Company, (iii) for Taxes, Business has any material liabilities or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectobligations.

Financial Statements; No Undisclosed Liabilities. (a) Copies Section 3.5 of the Company Disclosure Letter contains (i) the audited consolidated balance sheets of the Company, the Company Subsidiaries and Subsidiaries the Related Entities as at of December 31, 20042010 and December 31, 20052009, and 2006 and the related audited consolidated statements of income, stockholders’ ' equity and cash flows of the Company and Subsidiaries for the fiscal years then ended (December 31, 2010 and December 31, 2009, all certified by the “Financial Statements”) Company's independent accountants, and (ii) the unaudited consolidated balance sheets sheet of the Company, the Company and its Subsidiaries as at February 28, 2007 and the related Related Entities as of August 31, 2011 (the "Balance Sheet Date"), together with the unaudited consolidated statements of income income, stockholders' equity, and cash follows of the Company and its Subsidiaries flows for the two months eight-month period then ended (collectively ended. The financial statements referred to as above, including the “Stub Period footnotes thereto (collectively, the "Financial Statements”"), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (x) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (y) has have been prepared in accordance with GAAP GAAP, as applied on a consistent basis throughout the periods indicated (covered thereby, except as may be indicated expressly described therein or in Section 3.5 of the Company Disclosure Letter and in the case of the unaudited consolidated balance sheet, except for the absence of notes theretothereto and subject to normal and recurring year-end adjustments, which will not be material. Except as set forth in Section 3.5 of the Company Disclosure Letter, the audited consolidated balance sheets of the Company referred to in Section 3.5(a) fairly present, in all material respects, the consolidated financial position of the Company, the Company Subsidiaries and (zthe Related Entities as at December 31, 2010 and December 31, 2009, respectively, and the related consolidated statements of income, stockholders' equity and cash flows fairly present, in all material respects, the consolidated results of the operations, stockholders' equity and cash flows of the Company, the Company Subsidiaries and the Related Entities for the fiscal years then ended. Except as set forth in Section 3.5 of the Company Disclosure Letter, the unaudited consolidated balance sheet of the Company referred to in Section 3.5(a) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records position of the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation Company Subsidiaries and the Related Entities as at the Balance Sheet Date and the related consolidated statements of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period income, stockholders' equity and (C) cash flows fairly presentspresent, in all material respects, the consolidated financial position, results of operations the operations, stockholders' equity and cash flows of the Company, the Company as at Subsidiaries and the respective dates thereof and Related Entities for the respective periods indicated thereinperiod indicated, except for the absence of notes thereto and subject to normal and recurring audit adjustments. The audited consolidated balance sheets of Company and the Company and its Subsidiaries as at December 31do not have any Liabilities, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations except (i) Liabilities reflected or reserved against on in the Financial Statements or the notes thereto, (ii) incurred since the date of the audited consolidated balance sheet of the Company and the Company Subsidiaries as at December 31of the Balance Sheet Date, 2006 (ii) Liabilities incurred in the ordinary course of business of since the CompanyBalance Sheet Date or that are included in Closing Date Working Capital or Minimum Closing Cash, (iii) for TaxesLiabilities described in the Company Disclosure Letter or, because of their immaterial size or nature (iv) that would not, individually or in the aggregate) were not required to be described in the Company Disclosure Letter, reasonably be expected (iv) Liabilities for Company Transaction Expenses, and (v) future executory Liabilities arising under any Contract (other than as a result of a breach thereof); provided that, notwithstanding the foregoing, Section 3.5(d) of the Company Disclosure Letter does contain a complete and accurate list of all of the Company's letters of credit, surety bonds, performance guaranties, deposits and other similar arrangements that are subject to have a Material Adverse Effectthe risk of performance.

Financial Statements; No Undisclosed Liabilities. (a) Copies of the (i) The audited consolidated balance sheets sheet and the notes thereto of Buyer and its consolidated subsidiaries for the Company and Subsidiaries as at fiscal years ended December 31, 20042020 and December 31, 20052021, and 2006 and the related audited consolidated statements of income, stockholders’ equity and cash flows of the Company and Subsidiaries for the years then ended (the “Financial Statements”) and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at February 28, 2007 and together with the related consolidated statements of income operations and comprehensive income, changes in stockholder equity and cash follows of the Company and its Subsidiaries flows for the two months then year ended December 31, 2020 and December 31, 2021 (collectively referred to as collectively, the “Stub Period Buyer Audited Financial Statements”), are attached hereto as Schedule 3.6(a) complete copies of which have been made available to the Disclosure Schedules. Each of the Financial Statements (x) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto)Company, (y) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly presentspresent fairly, in all material respects, the consolidated financial position, condition and results of operations operation as of and cash flows for such periods, of the Company as at Buyer Entities in conformity with GAAP, consistently applied. (b) The Latest Balance Sheet, together with the respective dates thereof and related consolidated statements of operations for the respective periods indicated therein. Each nine-month period then ended (the “Buyer Interim Financial Statements” and together with the Buyer Audited Financial Statements, the “Buyer Financial Statements”), complete copies of the Stub Period Financial Statements (A) has which have been prepared based on the books and records of made available to the Company, (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and (C) fairly presentspresent fairly, in all material respects, the consolidated financial position, condition and results of operations and cash flows operation of the Company Buyer Entities as at of and for such periods in accordance with GAAP consistently applied, other than the respective dates thereof absence of footnotes related thereto and normal and recurring year-end adjustments (none of which are expected to be individually or in the aggregate material to the Buyer Entities (taken as a whole)). The Buyer Financial Statements (i) are accurate and complete in all material respects, (ii) have been derived from and are in material agreement with the books and records of the Buyer Entities and (iii) fairly present in all material respects the financial condition and operating results of the Buyer Entities as of the dates, and for the respective periods periods, indicated therein. The audited consolidated balance sheets , subject, in the case of the Company Buyer Interim Financial Statements, to normal year-end audit adjustments that are not material and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Dateabsence of notes.” (bc) There are The Buyer Entities have no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected included on a balance sheet prepared in accordance with GAAP, other than any such debtsconsistently applied, liabilities or obligations except (i) liabilities which are adequately reflected or reserved against on the Financial Statements in Buyer’s Latest Balance Sheet or disclosed in the notes thereto, (ii) for future performance under any existing Contract to which any Buyer Entity is party other than liabilities arising from any material breach of any such Contract, (iii) liabilities which have been incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business since the date of the CompanyBuyer’s Latest Balance Sheet and that do not arise from or relate to any material breach of a Contract, (iii) for Taxestort or infringement or violation of Applicable Law, or (iv) that would notliabilities that, individually or in the aggregate, are not and would not reasonably be expected to be material to the applicable set of Buyer Entities, taken as a whole. (d) The Buyer Entities maintain, and have maintained for periods reflected in the Buyer Financial Statements, a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general and specific authorizations; (ii) transactions are recorded as necessary to permit preparation of the Buyer Financial Statements in accordance with GAAP, consistently applied, and to maintain asset accountability; and (iii) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences. Neither the Buyer Entities’ internal accounting personnel that are responsible for preparing the financial statements of the Buyer Entities (including the Buyer Financial Statements) nor the Buyer Entities’ independent accountants have identified a material weakness in the systems of internal controls utilized by the Buyer Entities, except as described in the Buyer Financial Statements. There has been no fraud, whether or not material, that involves management or other Employees of the Buyer Entities who have a Material Adverse Effectsignificant role in the internal controls of the Buyer Entities or the preparation of the financial statements of the Buyer Entities (including the Buyer Financial Statements). (e) Buyer is not entering the transactions contemplated hereby (including the Merger) with the intent to hinder, delay or defraud either present or future creditors of Buyer or any of its Affiliates.