Common use of Financial Statements Clause in Contracts

Financial Statements. (a) Section 4.06(a) of the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s (i) unaudited balance sheet as of June 30, 2018 and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the financial condition, the cash flows and operating results of Enlivex as of the dates and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) of Purchaser has made available to ▇▇ ▇▇▇▇▇▇▇, Management Blocker and the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s Company the following financial statements: (i) unaudited the audited combined balance sheet of Purchaser and its Subsidiaries (or the predecessors of such Persons), as of December 31, 2014, (ii) the audited combined statements of income of Purchaser and its Subsidiaries for the year ended December 31, 2014, (iii) the audited combined statements of cash flows of Purchaser and its Subsidiaries for the year ended December 31, 2014, (iv) the unaudited combined balance sheets of Purchaser and its Subsidiaries as of June 30, 2018 and 2015, (v) the related unaudited combined statements of operations, cash flows income of Purchaser and changes in shareholders’ equity as of and its Subsidiaries for the three and six months six-month period ended June 30, 2018 2015 and (iivi) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited unaudited combined statements of operations, cash flows of Purchaser and changes in shareholder’ equity its Subsidiaries for the years six-month period ended December 31June 30, 2017 and December 31, 2016, together with 2015 (the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared items referred to in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and through (iivi), collectivelywith any notes thereto, being herein collectively referred to as the “Enlivex Purchaser Financial Statements”). The Enlivex Purchaser Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were have been prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise except as may be noted therein) throughout the periods indicated in all material respects, and (iii) fairly presentpresent fairly, in all material respects, the combined financial condition, position and the cash flows and operating combined results of Enlivex operations of Purchaser and its Subsidiaries as of the respective dates and for thereof or the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material)then ended. (b) Enlivex maintains adequate disclosure controls and procedures designed Neither Purchaser nor any of its Subsidiaries has any material Liabilities required to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex be disclosed by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: GAAP other than (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations those incurred in the ordinary course of business consistent with past practice since June 30, 2018 and 2015, (iii) for liabilities and those incurred pursuant to obligations arising under Contracts, other than arising out of or resulting from a breach or default under such Contracts, (iv) those incurred in connection with this AgreementAgreement and the transactions contemplated hereby, Enlivex does or (v) Liabilities that are not have any liabilities that, individually or material to Purchaser and its Subsidiaries. Except for Liabilities reflected in the aggregateFinancial Statements, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of neither Purchaser nor any of its Indebtedness. (g) Enlivex is not a party Subsidiaries has any material off balance sheet Liability of any nature to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any material financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by Purchaser and its Subsidiaries. All reserves that are set forth in or reflected in the consolidated balance sheets included in the Financial Statements have been established in accordance with GAAP consistently applied in all material respects. Neither Purchaser nor any of its Subsidiaries is a party to any material “off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to arrangements” as defined in Item 303(a)(4303(a)(4)(ii) of Regulation S-K. (c) Purchaser (x) maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that material information relating to Purchaser, including its Subsidiaries, is made known to the principal executive officer and principal financial officer of Purchaser by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (y) has disclosed, based on its most recent evaluation of internal control over financial reporting prior to the date hereof, to Purchaser’s outside auditors and the audit committee of Purchaser’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Purchaser’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Purchaser’s internal controls over financial reporting.

Financial Statements. (a) Section 4.06(a) of the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s LCMC has furnished to LSU (i) unaudited LCMC’s audited consolidated financial statements for the three (3) most recent fiscal years and the balance sheet as of June 30, 2018 and the related unaudited statements of operationsincome, cash flows and changes in shareholders’ equity as financial position of and LCMC for the three and six months ended June 30(3) most recent fiscal years with available reports thereon from an independent certified public accounting firm, 2018 (the “Audited Financial Statements”) including any management letters regarding the operations of LCMC with respect to such fiscal year, and (ii) audited balance sheet as unaudited interim financial statements for the monthly periods from the close of December the most recently completed fiscal year through March 31, 2017 and December 312013, 2016or if LCMC prepares unaudited interim financial statements on a quarterly basis, for the last quarter which ended no more than ninety (90) calendar days prior to the date of execution of this Agreement, and shall furnish such unaudited interim financial statements for the related audited statements monthly or quarterly periods, respectively, through the month or quarter ending immediately prior to the Commencement Date (collectively referred to as the “Unaudited Financial Statements”) (the Audited Financial Statements and the Unaudited Financial Statements are sometimes referred to herein collectively as the “ Financial accepted accounting principles (“GAAP”) consistently applied (except, in the case of operationsthe Unaudited Financial Statements, cash flows for the absence of footnotes and year-end adjustments), reflect all liabilities of LCMC, Touro and Children’s, including all contingent liabilities, and fairly present the financial position of LCMC, Touro and Children’s and the results of operations and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the financial condition, the cash flows and operating results of Enlivex position as of the dates and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or specified. Except as set forth in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes none of LCMC, Touro or Children’s has incurred any liability other than in the internal control over financial reporting ordinary course of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving business. Since the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any date of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex most recent Audited Financial Statements, (ii) for none of LCMC, Touro or Children’s has incurred any liabilities and obligations incurred other than in the ordinary course of business and consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivexpractice. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) of the Enlivex Disclosure Letter includes Attached to Schedule 3.5 are true and complete copies of Enlivex’s the (i) unaudited balance sheet as of June 30, 2018 and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (iia) audited consolidated balance sheet sheets of ▇▇▇▇▇▇ and its Subsidiaries dated as of December 31, 2017 2021 and December 31, 2016, 2020 and the related audited consolidated statements of operationscomprehensive loss, members’ capital and cash flows and changes in shareholder’ equity for the years ended then ended, including the notes thereto (the “Audited Financial Statements”), (b) the unaudited consolidated balance sheets of ▇▇▇▇▇▇ and its Subsidiaries dated as of December 31, 2017 2022 and December 31the related unaudited consolidated statements of comprehensive loss, 2016members’ capital and cash flows for the years then ended, together with including the notes thereto and (the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i“2022 Financial Statements”) and (ii)b) unaudited consolidated balance sheet of ▇▇▇▇▇▇ and its Subsidiaries dated as of March 31, collectively2023 (the “Balance Sheet” and the date thereof, the “Enlivex Balance Sheet Date”) and the related unaudited consolidated statement of profit and loss for the three (3)-month period then ended (the “Interim Financial Statements” and, collectively with the Audited Financial Statements and the 2022 Financial Statements, the “Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly presentpresent fairly, in all material respects, the financial conditionposition of ▇▇▇▇▇▇ and its Subsidiaries, the cash flows and operating results of Enlivex on a consolidated basis, as of the dates thereof and the results of their operations and cash flows for the periods indicated therein years then ended in conformity with GAAP, subject, in the case of the Interim Financial Statements, to the absence of footnotes (except that that, if presented, would not differ materially from those presented in the unaudited financial statements do not contain footnotes Audited Financial Statements and are subject 2022 Financial Statements) and to normal and recurring year-end adjustmentsreclassifications and adjustments (the effect of which would not be materially adverse). The Financial Statements are based on the books and records of the Acquired Companies. The Acquired Companies maintain a standard system of accounting established and administered in accordance with GAAP. There are no liabilities or obligations of the Acquired Companies other than those that (i) are disclosed or reserved against on the Balance Sheet, (ii) have been incurred in the ordinary course of business since the Balance Sheet Date and which will are not, individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivexin amount, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in Agreement and the aggregate, are material to Enlivextransactions contemplated hereby. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) of the Enlivex Disclosure Letter includes true and complete Buyer has previously made available to Sellers copies of Enlivex’s (i) unaudited balance sheet as of June 30, 2018 and the related unaudited consolidated statements of operations, cash flows financial condition of Buyer and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet its Subsidiaries as of December 31, 2017 2011 and December 31, 2016, 2010 and the related audited consolidated statements of operationsincome, changes in equity and cash flows and changes for each of the three years in shareholder’ equity for the years three-year period ended December 31, 2017 and December 31, 20162011, together with the notes thereto thereto, accompanied by the audit report of Buyer’s independent registered public accounting firm, as reported in Buyer’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC and (ii) the unaudited consolidated statements of financial condition of Buyer and its Subsidiaries as of March 31, 2012 and the reports related consolidated statements of income and opinions cash flows for the three months ended March 31, 2012 and 2011, as reported in Buyer’s Quarterly Report on Form 10-Q for the period ended March 31, 2012 filed with the SEC (collectively, the “Buyer Financial Statements”). With respect to the Buyer Financial Statements, any financial information for periods prior to September 17, 2011 contained therein reflects that of Enlivex’s independent auditor relating Customers Bank as the predecessor entity. Such financial statements were prepared from the books and records of Buyer and its Subsidiaries, fairly present the consolidated financial position of Buyer and its Subsidiaries in each case at and as of the dates indicated and the consolidated results of operations and cash flows of Buyer and its Subsidiaries for the periods indicated, and, except as otherwise set forth in the notes thereto, were prepared in accordance with GAAP (such consistently applied throughout the periods covered thereby; provided, however, that the unaudited financial statements described for interim periods are subject to normal year-end adjustments (which will not be material individually or in the immediately preceding clauses (iaggregate) and (ii), collectively, lack a statement of changes in equity and footnotes to the “Enlivex Financial Statements”)extent permitted under applicable regulations. The Enlivex Financial Statements (i) compliedbooks and records of Buyer and its Subsidiaries have been, or will comply as to form in all material respects prior to the Effective Timeand are being, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, maintained in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the financial condition, the cash flows and operating results of Enlivex as of the dates and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting legal and accounting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.and reflect only actual transactions.

Financial Statements. (a) Section 4.06(a) of the Enlivex Disclosure Letter includes true and The TCB Holdings Parties have previously delivered to Reliant complete copies of Enlivex’s (i) the consolidated balance sheets of TCB Holdings and its Subsidiaries as of the fiscal years ended December 31, 2018, 2017, and 2016, and the related consolidated statements of operations, comprehensive earnings, changes in stockholders’ equity, and cash flows for each of the fiscal years then ended, together with the notes thereto, accompanied by the audit reports of TCB Holdings’ independent accountant(s) (the “Audited TCB Holdings Financials”), and (ii) the unaudited consolidated balance sheet of TCB Holdings and its Subsidiaries as of June 30, 2018 2019 (the “Interim Financials Date”), and the related unaudited statements consolidated statement of operations, cash flows and changes in shareholders’ equity as of and income for the three and six months six-month period ended June 30, 2018 and 2019 (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial StatementsInterim TCB Holdings Financials”). The Enlivex TCB Holdings Financial Statements (i) compliedwere prepared from and in accordance with the books and records of TCB Holdings and its Subsidiaries, or will comply as to form fairly present in all material respects prior the consolidated financial position of TCB Holdings and its Subsidiaries in each case at and as of the dates indicated and, to the Effective Timeextent included, with the published rules consolidated results of operations, changes in stockholders’ equity, and regulations cash flows of TCB Holdings and its Subsidiaries for the SEC with respect thereto (ii) periods indicated, and, except as otherwise set forth in the notes thereto, were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP consistently applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly presentcovered thereby; provided, in all material respectshowever, the financial condition, the cash flows and operating results of Enlivex as of the dates and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and for interim periods are subject to normal and recurring year-end adjustments, audit adjustments (which will not, not be material individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge lack footnotes. No financial statements of any complaint, allegation, assertion entity or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered enterprise other than TCB Holdings and its Subsidiaries are required by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely GAAP to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto be included in the Enlivex Financial Statements, (ii) for liabilities financial statements of TCB Holdings. The books and obligations incurred in the ordinary course records of business consistent with past practice since June 30, 2018 TCB Holdings and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not its Subsidiaries have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one handbeen, and any unconsolidated Affiliateare being, including any structured financemaintained in all material respects in accordance with GAAP consistently applied and other legal, special purpose or limited purpose entity or Personaccounting, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.and regulatory requirements.

Financial Statements. (a) Section 4.06(a) of the Enlivex Seller Disclosure Letter includes true and complete Schedule 4.4 sets forth copies of Enlivex’s of: (i) ------------------------------- the unaudited balance sheet of Seller as of June November 30, 2018 1998 and the related unaudited statements of operationsincome, stockholders' equity and cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years period ended December 31, 2017 and December 311998, 2016(collectively, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, "Seller Financial Statements"). The Seller Financial Statements [have been prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) GAAP] and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly presentpresent fairly, in all material respects, the financial condition, the cash flows and operating results position of Enlivex Seller as of the respective dates set forth in the Seller Financial Statements, and the results of Seller's operations and its cash flows for the respective periods indicated therein (set forth in the Seller Financial Statements; except that the unaudited interim financial statements do not contain footnotes and were or are subject to normal and recurring year-end adjustmentsadjustments and lack footnote disclosures, all of which will adjustments and all of such footnote disclosures are not, individually or in the aggregate, believed by the management of Seller or by the Stockholders to be material)material and adverse to the business or operations of the Seller when taken as a whole. (b) Enlivex maintains adequate disclosure controls The books and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer records of Enlivex by others within EnlivexSeller have been maintained in compliance with applicable legal and accounting requirements and in accordance with generally accepted accounting principles and practices. (c) None of EnlivexExcept as and to the extent reflected, disclosed or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged reserved against in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Seller Financial Statements, there have been no: or as disclosed in Seller ------ Disclosure Schedule 4.4, as of January 31, 1999, Seller had no liabilities or ----------------------- obligations of any kind, whether absolute, accrued, contingent or otherwise (i) changes "Liabilities"). Except as set forth on Seller Disclosure Schedule 4.4, since ------------------------------ January 31, 1999, Seller has not incurred any Liabilities except in the internal control over financial reporting ordinary course of Enlivex that business and consistent with past practice. Further, at the Effective ▇▇▇▇ ▇▇▇▇▇▇ shall have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies no liabilities other than trade payables due and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role owing for periods consistent with Seller's past practices in the preparation ordinary course of financial statements or the internal accounting controls utilized by Enlivexbusiness, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) capitalized leases for those equipment, and other liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30practices (such trade payables, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one handcapitalized leases, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other handliabilities are collectively referred to as "Acceptable Liabilities"), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K..

Financial Statements. (a) Section 4.06(a) of the Enlivex Disclosure Letter includes true Seller has delivered to Purchaser true, correct and complete copies of Enlivex’s the Statutory Financial Statements of the Company for the year ended December 31, 2003 (i) unaudited balance sheet as with the accompanying independent auditors' report of PricewaterhouseCoopers LLP), and for the quarterly periods ended March 31, June 30 and September 30, 2018 2004. Subject, in the case of the quarterly statutory financial statements, to normal recurring year-end adjustments, the Statutory Financial Statements fairly represent in all material respects the financial position and the related unaudited statements results of operations, cash flows and changes in shareholders’ equity operations of the Company as of and for the three respective dates and six for periods indicated therein, in accordance with accounting practices prescribed or permitted by the Arkansas Insurance Department, applied on a consistent basis. All books of account of the Company fully and fairly disclose in all material respects all of the transactions, properties, assets, liabilities and obligations of the Company and are true, correct and complete in all material respects. The information contained in the Statutory Financial Statements was prepared in accordance with accounting practices prescribed or permitted by the Arkansas Insurance Department applied on a consistent basis and is not inaccurate in any material respect. Except as disclosed on such Statutory Financial Statements or in the notes thereto, there has not been any change in the business, financial condition or results of operations of the Company during the last 12 months ended June 30that has had, 2018 or would reasonably be expected to have, a Material Adverse Effect. Seller has heretofore delivered to Purchaser true, correct and (ii) audited balance sheet as complete copies of December 31, 2017 and December 31, 2016, and the related audited statements Statutory Financial Statements of operations, cash flows and changes in shareholder’ equity the Company for each of the years ended December 31, 2017 1999, 2000, 2001 and December 31, 2016, together 2002 (with the notes thereto and the reports and opinions accompanying independent auditors' report of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the financial condition, the cash flows and operating results of Enlivex as of the dates and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be materialPricewaterhouseCoopers LLP). (b) Enlivex maintains adequate disclosure controls Seller has delivered to Purchaser true, correct and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer complete copies of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any balance sheets of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet Company as of December 31, 1999, 2000, 2001, 2002 and 2003 (collectively, the "Year End Balance Sheets") and as of March 31, June 30, 2018 or and September 30, 2004 (collectively, the "Interim Balance Sheets," and the September 30, 2004 balance sheet, the "Latest Balance Sheet"), all prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied throughout the periods involved (except as may be indicated in the notes thereto thereto). The Year End Balance Sheets are as included in the Enlivex Financial Statements, (ii) for liabilities audited financial statements of Parent and obligations incurred fairly present in all material respects the financial position of the Company at the respective dates thereof. The Interim Balance Sheets were prepared in accordance with GAAP consistently applied and in a manner consistent with that employed in the ordinary course of business consistent with past practice since June 30Year End Balance Sheet dated December 31, 2018 2003 and (iii) for liabilities and obligations incurred fairly present in connection with this Agreement, Enlivex does not have any liabilities that, individually or in all material respects the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any financial position of the foregoing, would (if Enlivex were subject to Company at the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.respective dates thereof.

Financial Statements. (a) Section 4.06(a) The Company has furnished to Acquirer complete and accurate copies of the Enlivex Disclosure Letter includes true audited balance sheets as of December 31, 2012, December 31, 2011 and December 31, 2010, and the related audited statements of income and retained earnings and statements of cash flows for the three fiscal years ended December 31, 2012, December 31, 2011 and December 31, 2010, respectively (the “Annual Financial Statements”). In addition, the Company has furnished to Acquirer a complete copies and accurate copy of Enlivex’s (i) the unaudited balance sheet as of June 30, 2018 2013, and the related unaudited statements of operations, income and cash flows and changes in shareholders’ equity as of and for the three and six (6) months then ended June 30(the “Interim Financial Statements” and, 2018 and (ii) together with the Annual Financial Statements, the “Financial Statements”). The Company’s audited balance sheet as of December 31, 2017 2012 (the “Company Balance Sheet Date”) is hereinafter referred to as the “Company Balance Sheet.” The Financial Statements are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016, together accordance with the notes books and records of the Company, (ii) complied as to form with applicable accounting requirements with respect thereto and the reports and opinions as of Enlivex’s independent auditor relating theretotheir respective dates, (iii) have been prepared in accordance with GAAP (such financial statements described in except that the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex unaudited Financial Statements (ido not contain footnotes) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and consistent with each other, (iiiiv) fairly present, in all material respects, and accurately present the consolidated financial condition, condition of the Company and the Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows and operating results of Enlivex as of the dates Company and the Subsidiaries for the periods indicated therein specified, (except that v) are compliant with Regulation S-X to the unaudited extent necessary to enable Acquirer to timely prepare and file a Form 8-K with respect to this Agreement and the Mergers with Company financials in compliance with Form S-K, Item 9.01(a)(1) and the pro forma financial statements do not contain footnotes information required by Form 8-K, Item 9.01(b)(1) and are subject Article 11 of Regulation S-X; and (vi) with respect to normal and recurring year-end adjustmentsthe Interim Financial Statements, have been reviewed by the Company’s independent auditors. (b) Neither the Company nor any Subsidiary has any Liabilities of any nature other than (i) those set forth or adequately provided for in the Company Balance Sheet, (ii) those incurred in the conduct of the Company’s business since the Company Balance Sheet Date in the ordinary course, consistent with past practice, which will notare of the type that ordinarily recur and, individually or in the aggregate, be material). are not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of law, and (biii) Enlivex maintains adequate disclosure controls those incurred by the Company in connection with the execution of this Agreement. Except for Liabilities reflected in the Financial Statements, the Company has no off balance sheet Liability of any nature to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivexare adequate. (c) None The Company has established and maintains a system of Enlivexinternal accounting controls sufficient to provide reasonable assurances (i) that transactions of the Company and its Subsidiaries are being executed and made only in accordance with appropriate authorizations of management and the Board of Directors of Company, and (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP. Neither the Company, any of its Subsidiaries nor Company’s independent auditors, nor to the Company’s knowledge, any current or former employee, consultant or director of Company or any of its Subsidiaries, has identified or been made aware of any fraud, whether or not material, that involves Company’s management or other current or former employees, consultants directors of Company or any of its Subsidiaries, or any claim or allegation regarding any of the foregoing. (d) Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or internal representative of the Company or external auditor any of Enlivex its Subsidiaries has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable each case, regarding deficient accounting or auditing practices. (d) During , procedures, methodologies or methods of the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting Company or any of Enlivex that have materially affected, its subsidiaries or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in their respective internal accounting controls utilized by Enlivex; (iii) instances or any material inaccuracy in the Company’s financial statements. No attorney representing the Company or any of fraudits Subsidiaries, whether or not material, involving employed by the management of Enlivex Company or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of its Subsidiaries, has reported to the foregoingBoard of Directors of the Company or any committee thereof or to any director or officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, its Subsidiaries or any of their respective officers, directors, employees or agents. (e) Except As of the Company Balance Sheet Date, there are no material deficiencies or material weaknesses in the design or operation of the Company’s internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data. As of the Company Balance Sheet Date, there were no material loss contingencies (ias such term is used in Statement of Financial Accounting Standards No. 5, as amended by SFAS No. 11, 113 and 114 (“Statement No. 5”) for those liabilities issued by the Financial Accounting Standards Board in March 1975) that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included not adequately provided for in the Enlivex Company Balance Sheet as required by said Statement No. 5. There has been no change in the Company accounting policies since the Company’s inception, except as described in the Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to Schedule 2.4(f) of the original payment schedule thereof) Company Disclosure Letter accurately lists all principal Company Debt, including, for each item of Company Debt, the Contract governing the Company Debt and the interest payments on account rate, maturity date and any assets or properties securing such Company Debt. All Company Debt may be prepaid at the Closing without penalty under the terms of any of its Indebtednessthe Contracts governing such Company Debt. (g) Enlivex is not a party toSchedule 2.4(g) of the Company Disclosure Letter sets forth the names and locations of all banks, nor does it have any commitment to become a party totrust companies, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on savings and loan associations and other financial institutions at which the one hand, Company and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case its Subsidiaries maintain accounts of any nature and the names of the foregoing, would (if Enlivex were subject all persons authorized to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.draw thereon or make withdrawals therefrom.

Financial Statements. (a) Section 4.06(a) Copies of the Enlivex Disclosure Letter includes true and complete copies Company Group’s audited financial statements consisting of Enlivex’s (i) unaudited the balance sheet of the Company Group as at December 31 in each of June 30the years 2016, 2018 2015, and 2014 and the related unaudited statements of operationsincome and retained earnings, cash flows and changes in shareholdersstockholders’ equity as of and cash flow for the three years then ended (the “Audited Financial Statements”), and six months ended June unaudited financial statements consisting of the balance sheet of the Company Group as at November 30, 2018 2017 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the eleven month period then ended (iithe “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) audited have been made available to Buyer in the Data Room. The balance sheet of the Company Group as of December 31, 2017 and December 31, 2016, 2016 is referred to herein as the “Balance Sheet” and the related audited statements date thereof as the “Balance Sheet Date” and the balance sheet of operations, cash flows and changes in shareholder’ equity for the years ended December 31Company Group as of November 30, 2017 and December 31, 2016, together with is referred to herein as the notes thereto “Interim Balance Sheet” and the reports date thereof as the “Interim Balance Sheet Date”. (b) Except as set forth on Section 3.06(b) of the Disclosure Schedules, the Financial Statements (including the related notes and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses schedules) (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were have been prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly presentperiod involved, subject, in all material respects, the financial condition, the cash flows and operating results of Enlivex as case of the dates and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject Interim Financial Statements, to normal and recurring year-end adjustmentsadjustments and the absence of notes, which will not(ii) fairly present in all material respects the financial condition of the Company Group as of the respective dates they were prepared and the results of the operations of the Company Group for the periods indicated, individually or (iii) contain and reflect reasonable reserves for all reasonably anticipated losses, costs and expenses, in accordance with GAAP, (iv) have been derived from and are in material agreement with the aggregatebooks and accounting records of the Companies and represent only actual, be material). bona fide transactions, and (bv) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to have been prepared in a manner consistent with past practices of the Chief Executive Officer of Enlivex by others within EnlivexCompany Group. (c) None All accounts receivable of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: Company Group (i) changes in the internal control over financial reporting of Enlivex that have materially affected, are bona fide and valid receivables arising from sales actually made or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies services actually ýperformed and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations were incurred in the ordinary course of business consistent business,(ii) are properly reflected on the Company Group’s books and records and balance sheets in accordance with past practice since June 30, 2018 GAAP and (iii) are not subject to any setoffs, counterclaims, credits or other offsets, and are current, subject only to the reserve for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or bad debts set forth on the face of the Interim Balance Sheet (rather than in the aggregatenotes thereto) and adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company Group. No Person has any lien on any accounts receivable or any part thereof, are material and no agreement for deduction, free goods or services, discount or other deferred price or quantity adjustment has been made by the Company Group with respect to Enlivexany accounts receivable other than in the Ordinary Course of Business. (fd) Enlivex has duly paid when due The Company Group’s inventory is comprised exclusively of items of a quality usable or saleable by the Company Group, as applicable, in the Ordinary Course of Business (according to the original payment schedule thereof) all principal and interest payments on account net of any applicable reserves set forth in the Interim Balance Sheet or Closing Date Balance Sheet) and is in quantities that are consistent with the quantities of its Indebtednessinventory held by the Company Group in the Ordinary Course of Business. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Attached hereto as Section 4.06(a) 3.7 of the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s Schedule are the following financial statements (collectively, the "Financial Statements"): (i) unaudited the consolidated audited balance sheet sheets of the Company as of June 30December 31, 2018 2008, December 31, 2009 and December 31, 2010 and the related unaudited consolidated statements of operations, shareholders' equity and cash flows for the fiscal year then ended, including the notes thereto, in each case with a report of the registered independent public accountants for the Company; and (ii) the unaudited balance sheet of the Company as of July 31, 2011 (the "Unaudited Balance Sheet") and the related statements of operations and changes in shareholders’ ' equity for the seven months then ended, in each case prepared in accordance with United States generally accepted accounting principles ("GAAP") (subject, in the case of the unaudited consolidated financial statements of the Company as of and for the three and six seven months ended June 30, 2018 and (ii) audited balance sheet as of December July 31, 2017 and December 312011, 2016, to normal year-end adjustments and the related audited statements absence of operationsfootnotes). Subject to the foregoing, cash flows the Financial Statements are complete and changes correct in shareholder’ equity for the years ended December 31all material respects, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared are in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) books and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations records of the SEC with respect thereto (ii) were prepared Company and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated each of its Subsidiaries and (iii) fairly presentpresent fairly, in all material respects, the consolidated financial condition, the cash flows condition and operating results of Enlivex operations of the Company and its Subsidiaries as of the dates and for the periods indicated therein indicated. The Company has in place systems and processes (except including the maintenance of proper books and records) that are customary for a company at the unaudited same stage of development as the Company designed to (i) provide reasonable assurances regarding the reliability of the Financial Statements and (ii) in a timely manner accumulate and communicate to the Company's principal executive officer and principal financial statements do not contain footnotes and are subject officer the type of information that would be required to normal and recurring year-end adjustments, which will not, individually or be disclosed in the aggregateFinancial Statements (such systems and processes are herein referred to as the "Controls"). Neither the Company nor any of its Subsidiaries, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known nor, to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of EnlivexCompany's Knowledge, the Company's independent auditors has identified or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge been made aware of any complaint, allegation, deficiency, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting regarding the Controls or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there . There have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) no instances of fraud, whether or not material, involving that occurred during any period covered by the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred . The Company has in the ordinary course of business place a revenue recognition policy consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to EnlivexGAAP. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) 3.5.1 of the Enlivex Disclosure Letter includes Schedules sets forth true and complete copies of Enlivex’s the following financial statements (collectively the “Financial Statements”): (i) unaudited balance sheet as of June 30, 2018 and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of and for the fiscal year ended December 31, 2017 2018, for LTCO and December 31, 2016, and the related audited statements of operationscomprehensive income, statement of changes in stockholder’s equity and statements of cash flows of LTCO, together with all related notes thereto, accompanied by the reports thereon of LTCO’s independent auditors (the “Audited Financial Statements”); (ii) unaudited balance sheet and changes in shareholder’ equity unaudited profit and loss statement as of and for the years fiscal year ended December 31, 2017 and December 312018, 2016for LTLLC (the “Unaudited Financial Statements” and, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectivelyAudited Financial Statement, the “Enlivex Annual Financial Statements”); and (iii) unaudited balance sheets and unaudited income statement comparison reports for LTCO and unaudited balance sheets and unaudited monthly profit and loss statements for LTLLC as of and for the six-month period ended June 30, 2019 (the “Interim Financial Statements”). The Enlivex Financial Statements (i) compliedhave been prepared in accordance with the books and records of the Acquired Entities. Except as set forth in Section 3.5 of the Disclosure Schedules, or will comply as to form the Audited Financial Statements present fairly in all material respects prior the financial condition and results of operations of LTCO as of the date thereof and for the period covered thereby, and other than as set forth in Section 3.5 of the Disclosure Schedules, to the Effective Time, with the published rules and regulations knowledge of the SEC with respect thereto (ii) were Sellers, have been prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and covered thereby (iii) other than as noted in such Audited Financial Statements), as in effect at the times relevant for the preparation of such Audited Financial Statements. The Unaudited Financial Statements present fairly present, in all material respects, respects the financial condition, the cash flows condition and operating results of Enlivex operations of LTLLC as of the dates date thereof and for the periods indicated therein (period covered thereby except that the unaudited financial statements such Unaudited Financial Statements are not audited and do not contain footnotes include notes and other disclosures required by GAAP, and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (other than as noted in such Unaudited Financial Statements), as in effect at the times relevant for the preparation of such Unaudited Financial Statements. The Interim Financial Statements present fairly in all material respects the financial condition and results of operations of LTCO and LTLLC as of the date thereof and for the period covered thereby except that such Interim Financial Statements are not audited, are subject to normal and recurring year-end adjustments, which adjustments that will not, individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls material and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex do not include notes and other disclosures required by others within Enlivex. (c) None of EnlivexGAAP, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged and have been prepared in questionable accounting or auditing practices. (d) During accordance with GAAP applied on a consistent basis throughout the periods covered by the Enlivex thereby (other than as noted in such Interim Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing). (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) of the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s The (i) audited consolidated balance sheets of the Company as of December 31, 2015, 2016 and 2017 and the related audited consolidated statements of income and cash flows of the Company for each of the three (3) years ended December 31, 2015, 2016 and 2017 (together with the notes relating thereto) (the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company as of June 30March 31, 2018 and the related unaudited consolidated interim statements of operations, income and cash flows and changes in shareholders’ equity as of and the Company for the three and six months ended June 30March 31, 2018 and (iitogether with the notes relating thereto) audited balance sheet as of December 31, 2017 and December 31, 2016, and (the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016“Interim Financial Statements” and, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectivelyAudited Financial Statements, the “Enlivex Company Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may befairly present, in all material respects and in accordance conformity with GAAP applied on a consistent basis (unless otherwise noted therein) throughout except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods indicated then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements). The Company has delivered to Parent or its Representatives true and complete copies of the Company Financial Statements. (iiib) fairly presentExcept as set forth in ‎‎Section 4.08(b) of the Company Disclosure Schedule, the books of account and other financial records of the Company and its Subsidiaries have been maintained in accordance with sound business practices in all material respects, including the maintenance of a system of internal controls adequate to maintain the integrity of the Company’s books and records in all material respects. Except as set forth in ‎‎Section 4.08(b) of the Company Disclosure Schedule, the minute books of the Company and its Subsidiaries contain complete, correct and accurate records, in all material respects, of all corporate action taken by the financial conditionboard of directors of the Company or its Subsidiaries and the Unitholders. At the Closing, except as set forth in ‎‎Section 4.08(b) of the Company Disclosure Schedule, all of those books and records will be in the possession of the Company. To the extent requested by Parent or its Representatives, the cash flows Company has previously provided or made available all of these books, records and operating results of Enlivex as of the dates and for the periods indicated therein accounts to Parent (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be materialParent’s Representatives). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) of As used herein, the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s term “Company Financials” means the (i) unaudited balance sheet as of June 30, 2018 and the related unaudited consolidated financial statements of operationsthe Company (including, cash flows and changes in shareholders’ equity as each case, any related notes thereto), consisting of and for the three and six months ended June 30, 2018 and (ii) audited consolidated balance sheet sheets of the Company as of December 31, 2017 2019 and December 31, 20162020, and the related audited consolidated unaudited income statements, changes in stockholder or member equity and statements of operations, cash flows and changes in shareholder’ equity for the fiscal years ended December 31then ended, 2017 (ii) the unaudited consolidated financial statements, consisting of the consolidated balance sheet of the Company as of September 30, 2021, and December 31a reconciliation of the consolidated balance sheet of the Company as of September 30, 20162021 (the “Interim Balance Sheet Date”), together with the notes thereto and the reports related unaudited consolidated income statement and opinions statement of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP cash flows for the nine (such financial statements described in the immediately preceding clauses 9) months then ended ((i) and (ii), collectively) together, the “Enlivex Financial StatementsUnaudited Company Financials”), and (iii) audited consolidated financial statements of the Company (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Company as of December 31, 2020 and December 31, 2021, and the related consolidated audited income statements, changes in stockholder or member equity and statements of cash flows for the fiscal years then ended, each audited by a PCAOB qualified auditor in accordance with GAAP and PCAOB standards (the “Audited Company Financials”). True and correct copies of the Unaudited Company Financials have been provided to the Purchaser on or prior to the date of this Agreement. True and correct copies of the Audited Company Financials will be delivered to the Purchaser on March 15, 2022 or as soon as practicable thereafter. The Enlivex Financial Statements Company Financials (i) compliedaccurately reflect, or when delivered will comply accurately reflect, the books and records of the Company as of the times and for the periods referred to form therein, (ii) are prepared, or when delivered will be prepared, in all accordance with GAAP, consistently applied throughout and among the periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments which will not be material respects prior to the Effective Timein amount), (iii) comply, or when delivered will comply, with all applicable accounting requirements under the published Securities Act and the rules and regulations of the SEC with respect thereto (ii) were prepared and will be preparedthereunder, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iiiiv) fairly present, or when delivered will fairly present, in all material respects, respects the consolidated financial condition, position of the cash flows and operating results of Enlivex Company as of the respective dates thereof and the consolidated results of the operations and cash flows of the Company for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex indicated. The Company has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have never been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a Sections 13(a) and 15(d) of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K..

Financial Statements. (a) Section 4.06(aAttached to Schedule 3.6(a) of the Enlivex Disclosure Letter includes true Schedule are accurate and complete copies of Enlivex’s the following consolidated financial statements (collectively, the “Financial Statements”): (i) unaudited the audited consolidated balance sheet as of June 30, 2018 Holdings LLC and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet its consolidated Subsidiaries as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, comprehensive loss, members’ equity and cash flows and changes in shareholder’ equity for the years 12 month period ended December 31, 2017 and the 12 month period ended December 31, 2016, together with including the notes thereto and the reports opinion of Deloitte & Touche LLP; (ii) the unaudited consolidated balance sheet of Holdings LLC and opinions its consolidated Subsidiaries as of Enlivex’s independent auditor relating July 31, 2018 (the “Balance Sheet”) and statements of operations for the seven-month period ended July 31, 2018, including any notes thereto. The Financial Statements: (A) are, and when delivered the Closing Balance Sheet will be, derived from, and are, and when delivered the Closing Balance Sheet will be, prepared in accordance with, the books and records of Holdings LLC and the other applicable Acquired Companies; (B) have been, and when delivered the Closing Balance Sheet will be, prepared in accordance with GAAP (except that such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex unaudited Financial Statements (ido not contain footnotes) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and consistent with each other except, if applicable, as may be indicated in the notes thereto; (iiiC) fairly presentpresent in all material respects, and when delivered the Closing Balance Sheet will fairly present in all material respects, the financial condition, condition of Holdings LLC and the other applicable Acquired Companies at the dates therein indicated and the results of operations and cash flows of Holdings LLC and operating results of Enlivex as of the dates and other applicable Acquired Companies for the periods indicated therein specified (except that subject, in the case of unaudited financial statements do not contain footnotes Financial Statements, to the absence of footnote disclosure and are subject to normal and recurring year-end adjustments, which will of period adjustments that are not, individually or in the aggregate, be material); and (D) are, and when delivered the Closing Balance Sheet will be, true, complete and correct in all material respects. Holdings LLC has, in the Financial Statements, and, when delivered the Company will have in the Closing Balance Sheet, identified all material uncertain Tax positions contained in all Tax Returns filed by any Acquired Company and has, in the Financial Statements established adequate reserves, and has made any appropriate disclosures in the Financial Statements, in each case, in accordance with the requirements of ASC 740-10 (formerly Financial Interpretation No. 48 of FASB Statement No. 109, Accounting for Uncertain Tax Positions). (b) Enlivex maintains adequate disclosure controls Each Acquired Company has in place systems and procedures processes (including the maintenance of proper books and records) that are customary for a company at the same stage of development as such Acquired Company designed to ensure that material information relating to Enlivex is made known to: (i) provide reasonable assurances regarding the reliability of the Financial Statements; and (ii) in a timely manner accumulate and communicate to the Chief Executive Officer Company’s and Holdings LLC’s senior management the type of Enlivex by others within Enlivex. information that would be required to be disclosed in the Financial Statements (c) such systems and processes are herein referred to as the “Controls”). None of Enlivex, the Company or any directorAcquired Company (other than the Company), officerthe officers of any Acquired Company, employeenor, if applicable, to the Knowledge of the Company, Holdings LLC’s independent auditors has identified or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge been made aware of any complaint, allegation, deficiency, assertion or claim, whether written or oral, regarding the Controls or the Financial Statements that Enlivex has engaged in questionable accounting or auditing practices. (d) During not been resolved. To the periods covered by Knowledge of the Enlivex Financial StatementsCompany, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) no instances of fraud, whether or not material, involving that occurred during any period covered by the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any Financial Statements. Each of the foregoingCompany and Holdings LLC has in place a revenue recognition policy consistent with GAAP. (ec) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as All of June 30, 2018 or the notes thereto included in accounts receivable of the Enlivex Financial Statements, (ii) for liabilities and obligations incurred Acquired Companies arose in the ordinary course of business consistent business, are carried on the records of the Acquired Companies at values determined in accordance with past practice since June 30, 2018 GAAP and (iii) are bona fide. No Person has any Lien on any of such accounts receivable and no request or agreement or deduction or discount has been made with respect to any such accounts receivable except as fully and adequately reflected in reserves for liabilities and obligations incurred doubtful accounts set forth in connection with this Agreement, Enlivex does not have any liabilities that, individually the applicable Financial Statements or in the aggregate, are material to EnlivexClosing Balance Sheet. (fd) Enlivex Each of the Company and Holdings was formed solely for the purposes of holding its ownership interests in Holdings and Holdings LLC, respectively. Since its formation, each of the Company and Holdings has duly paid when due (according to never conducted any businesses, operations or other activities other than the original payment schedule thereof) all principal acquisition and interest payments on account of any ownership of its Indebtedness. (ginterest(s) Enlivex is not a party toin Holdings and Holdings LLC, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one handrespectively, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.activities incidental thereto.

Financial Statements. (a) Section 4.06(a) The Combined Balance Sheets of the Enlivex Disclosure Letter includes true Seller and complete copies of Enlivex’s (i) unaudited balance sheet as of June 30, 2018 and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet Seller's Affiliates as of December 31, 2017 2003 and December 31, 20162004, as well as the Combined Statements of Operations, the Combined Statements of Shareholders' Equity, and the related audited statements Combined Statements of operations, cash flows Cash Flows of Seller and changes in shareholder’ equity Seller's Affiliates for the two years ended December 31, 2017 2004, and all related schedules and notes to the foregoing, have been reported on by Ernst & Young LLP, independent public accountants The Combined Balance Sheet of Seller and Seller's Affiliates as of December 31, 2016, together with the notes thereto 2005 and the reports Combined Statement of Operations, the Combined Statement of Shareholders' Equity, and opinions the Combined Statement of Enlivex’s Cash Flows of Seller and Seller's Affiliates for the year ended December 31, 2005, and all related schedules and notes to the foregoing, have been reported on by Povol & ▇▇▇▇▇▇▇ CPA, PC, independent auditor relating thereto, public accountants. All of the foregoing financial statements have been prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii)generally accepted accounting principles, collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) which were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated basis, and (iii) fairly presentpresent fairly, in all material respects, the consolidated financial conditionposition, the cash flows and operating results of Enlivex operations, shareholders' equity, and cash flow of Seller and Seller's Affiliates as of the their respective dates and for the periods indicated therein (indicated. Neither Seller nor any Seller Affiliate has any material liabilities or obligations of a type that would be included in a combined balance sheet prepared in accordance with generally accepted accounting principles, whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except that as and to the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually extent disclosed or reflected in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure Base Balance Sheet or incurred since the date of that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with as contemplated by this Agreement. Notwithstanding anything else contained in this Section 4.1(e), Enlivex does not have any liabilities that, individually or in the aggregateevent that Buyer makes a written claim, are material to Enlivex. (f) Enlivex has duly paid when due (according to within the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party totime frames provided herein, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of that any of the foregoingrepresentations and warranties contained in this Section 4.1(e) are untrue, would (if Enlivex were subject then the December 31, 2005 financial statements shall be audited by Ernst & Young, LLP at the [***] expense of [***] Seller. If Ernst & Young LLP determines that the net income, after add back for officers' compensation, is not less than [***] of the calendar year 2004 net income, after add back for officers' compensation, then it shall be deemed that Buyer has no damage and the inquiry and allegation is deemed to be satisfied. If Ernst & Young LLP determines that the net income, after add back for officers' compensation, is less than [***] of the calendar year 2004 net income, after add back for officers' compensation, Seller shall pay to Buyer an amount equal to the reporting requirements of Section 13a amount of the Exchange Act) percentage decrease below [***] in 2004 net income, after add back for officers' compensation, multiplied by the Base Purchase Price, [***], within 30 days of such [***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. determination being made by Ernst & Young LLP, which shall be required to be disclosed deducted from amounts held pursuant to Item 303(a)(4) of Regulation S-K.the Escrow and Security Agreement described below. [***]

Financial Statements. (a) Section 4.06(a) of the Enlivex Disclosure Letter includes true Schedule 4.4 attached hereto contains true, correct and complete copies of Enlivex’s the following: (i) the unaudited consolidated balance sheet sheets of the Residential Business as of June 30December 31 of each of 2000, 2018 2001 and 2002, and the related unaudited consolidated statements of operations, operations and cash flows and changes in shareholders’ equity as of and the Residential Business for the three and six months fiscal years then ended June 30, 2018 and (except that no statements of cash flows for 2000 are included) (all of the foregoing being hereinafter collectively referred to as the "Unaudited Residential Group Financial Statements"); and (ii) audited to the extent available on the date hereof, the unaudited interim consolidated balance sheet of the Residential Business as of December 31the last day of the calendar month immediately preceding the date hereof (to the extent not available, 2017 and December 31, 2016then as of the last day of the calendar month immediately preceding such month), and the related audited unaudited interim consolidated statements of operations, operations and cash flows and changes in shareholder’ equity of the Residential Business for the years 2-month period ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the financial condition, the cash flows and operating results of Enlivex as of the dates and for date of such delivered month-ending consolidated balance sheet (all of the periods indicated therein (except that foregoing being hereinafter collectively referred to as the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments"Unaudited Interim Financial Statements" and, which will notcollectively with the Unaudited Residential Group Financial Statements, individually or in the aggregate, be material"Financial Statements"). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known Except to the Chief Executive Officer extent that they include (i) Excluded Assets or (ii) results of Enlivex by others within Enlivexoperations for the businesses described on Schedule 1B (which previously comprised a portion of the Company's residential business), the Financial Statements (x) fairly present in all material respects the financial position of the Residential Business on a consolidated basis, as applicable, as of the dates then ending and the consolidated results of operations of the Residential Business for the periods then ended, (y) have been prepared in accordance with GAAP throughout the periods covered thereby except as disclosed on Schedule 4.4 and (z) are in accordance with the books and records of Sellers which have been maintained in a manner consistent with historical practice. The Unaudited Residential Group Financial Statements and Unaudited Interim Financial Statements were prepared in a manner consistent in all material respects with the audited consolidated balance sheets of the Company and the related audited consolidated statements of operations and cash flows of the Company. (c) None Schedule 4.4 also contains (i) the unaudited consolidating balance sheets of Enlivexthe Residential Business as of December 31 of each of 2001 and 2002, or any directorand the related unaudited consolidating statement of operations of the Residential Business for the fiscal years then ended (all of the foregoing being hereinafter collectively referred to as the "Unaudited Consolidating Financial Statements") and (ii) the unaudited interim consolidating balance sheet of the Residential Business as of the last day of the calendar month immediately preceding the date hereof (to the extent not available, officerthen as of the last day of the calendar month immediately preceding such month), employeeand the related unaudited consolidating statement of operations of the of the Residential Business for the 2-month period ended as of the date of such delivered month-ending consolidated balance sheet (collectively, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During together with the periods covered by the Enlivex Unaudited Consolidating Financial Statements, there have been no: the "Consolidating Financial Statements"). The Consolidating Financial Statements (i) changes are in accordance with the internal control over financial reporting books and records of Enlivex that Sellers which have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; been maintained in a manner consistent with historical practice and (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving form the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any basis of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) of the Enlivex Disclosure Letter includes NAI has furnished to UVSG true and complete copies of Enlivex’s the following unaudited (i) unaudited balance sheet as except in the case of June 30TVSM, 2018 and the related unaudited financial statements of operations, cash flows which that are set forth in subparagraph (f) below are audited) financial statements (the "Unaudited Contributed Business Financial Statements"): (a) profit and changes in shareholders’ equity as loss statements of and Publications (excluding TVGEN) for the three and six months fiscal years ended June 30, 2018 1995, 1996 and 1997 and the nine months period ended March 31, 1998; (b) balance sheets of Publications (excluding TVGEN) as of March 31, 1998; (c) statements of cash flows of Publications (excluding TVGEN) for the fiscal year ended June 30, 1997 and the nine month period ended March 31, 1998; (d) profit and loss statements of TVSM for the three months period ended March 31, 1998; (e) balance sheets of TVSM as of March 31, 1998; and (iif) audited financial statements (which include balance sheet as of December 31sheets, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity profit and loss statements) of TVSM for the years twelve month period ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, 1997. The Unaudited Contributed Businesses Financial Statements were prepared in accordance with GAAP generally accepted accounting principles applied on a basis consistent with that of preceding accounting periods (such except as may be indicated therein or in the notes thereto) ("GAAP"), except that the financial statements described of Publications (excluding TVGEN) do not contain any provision for taxes, interest or amortization of goodwill (none of which will represent any actual or contingent liability or commitment of the NAI Contributed Entities at Closing). Each of the financial statements contained in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Unaudited Contributed Businesses Financial Statements (i) compliedwas prepared, or and the audited financial statements of the NAI Contributed Businesses that will comply as to form be included in all material respects prior the proxy statement of UVSG relating to the Effective Time, with the published rules and regulations approval of the SEC with respect thereto Transaction by the UVSG stockholders (iithe "UVSG Proxy Statement") were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout GAAP, and each of the periods indicated and (iii) financial statements contained in the Unaudited Contributed Businesses Financial Statements fairly present, and the audited financial statements of the NAI Contributed Businesses that will be included in all material respectsthe UVSG Proxy Statement will fairly present (except as may be indicated therein or in the notes thereto), the financial condition, position of the cash flows NAI Contributed Businesses and operating results of Enlivex the NAI Contributed Entities as of the dates thereof and the results of operations and changes in financial position of the NAI Contributed Businesses and the NAI Contributed Entities for each of the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material)then ended. (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(aSchedule 4.5(a) of the Enlivex Disclosure Letter includes contains true and complete copies of EnlivexCedar Creek’s (i) unaudited balance sheet as of June 30, 2018 and the related unaudited audited consolidated statements of operationsfinancial condition and related statements of income, cash flows and changes in shareholders’ equity and cash flows, as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 2003 and December 312002, 2016accompanied by the report thereon of McGladrey & P▇▇▇▇▇, together with certified public accountants, dated January 16, 2004 and January 24, 2003 (the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto“Annual Financial Statements”), prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii)) unaudited consolidated statements of financial condition and related statements of income, collectivelychanges in shareholders’ equity and cash flows as of and for the six months ended June 30, 2004 (the “Enlivex Interim Financial Statements”). Cedar Creek has also furnished to FBC true and complete copies of all Consolidated Reports of Condition and Income filed by the Bank with bank regulatory authorities as of and for each period during the three years ended June 30, 2004 (the “Call Reports”). The Enlivex Annual Financial Statements, Interim Financial Statements (i) complied, or will comply and Call Reports are collectively referred to herein as to form in all material respects prior to the Effective Time, with “Cedar Creek Financial Statements.” The Annual Financial Statements fairly present the published rules and regulations consolidated financial position of the SEC with respect thereto (ii) were prepared Cedar Creek Companies and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the financial condition, the cash flows and operating results of Enlivex as of their operations at the dates and for the periods indicated therein in conformity with generally accepted accounting principles (“GAAP”) applied consistently during the periods covered thereby. The Interim Financial Statements fairly present the consolidated financial position of the Cedar Creek Companies and the results of their operations at the dates and for the periods indicated in conformity with GAAP consistently applied during the periods covered thereby, except that (i) the unaudited financial statements do not contain footnotes Interim Financial Statements omit the footnote disclosure required by GAAP, and (ii) the Interim Financial Statements are subject to normal year end adjustments required by GAAP. As of their respective dates, the Call Reports complied with the rules and recurring year-end adjustmentsregulations of applicable federal and state banking authorities and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) As of the dates of the Cedar Creek Financial Statements and as of the date of this Agreement, Cedar Creek did not have any liabilities, fixed or contingent, which will notare material, are a type of liability required by generally accepted accounting principles to be reflected in financial statements, and are not fully reflected or provided for in the Cedar Creek Financial Statements. (c) Since June 30, 2004, (i) the business of the Cedar Creek Companies has been conducted only in the ordinary course, consistent with prior practices, and (ii) no event, condition or circumstance has occurred which, individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are could reasonably likely be expected to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, Material Adverse Effect on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.Cedar Creek Companies.

Financial Statements. (a) Section 4.06(a) The Bank has delivered to the Company copies of the Enlivex Disclosure Letter includes true and complete copies audited Consolidated Balance Sheets of Enlivex’s (i) unaudited balance sheet as of June 30, 2018 and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet Bank as of December 31, 2017 1997 and December 311996; Consolidated Statements of Operations, 2016, Stockholders' Equity and the related audited statements Cash Flows for each of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 1997, 1996 and December 311995, 2016and the related notes and related opinions thereon of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, together certified public accountants, with respect to such financial statements (the "Audited Bank Financial Statements"). The Bank has delivered to the Company copies of the unaudited Consolidated Balance Sheet of the Bank as of September 30, 1998; Consolidated Statement of Operations, Stockholders' Equity and Cash Flows for the nine month period ended September 30, 1998, and the related notes thereon (the "Unaudited Bank Financial Statements). The Bank has furnished the Company with true and correct copies of each management letter or other letter delivered to the Bank by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP in connection with the notes thereto Audited Bank Financial Statements or relating to any review of the internal controls of the Bank by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP since January 1, 1996. The Audited Bank Financial Statements and the reports Unaudited Bank Financial Statements: (i) present fairly the financial condition and opinions results of Enlivex’s independent auditor relating thereto, prepared operations of the Bank as of and for the dates or periods covered thereby in accordance with GAAP (such financial statements described in and RAP consistently applied throughout the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto periods involved; (ii) were prepared are based on the books and will be preparedrecords of the Bank; (iii) contain and reflect reserves for all material accrued liabilities and for all reasonably anticipated losses, as and set forth adequate reserves for loan losses and other contingencies to the case may beextent required by GAAP and RAP; and (iv) none of the Audited Bank Financial Statements or Unaudited Bank Financial Statements contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading under GAAP or RAP. The books and records of the Bank have been, and are being, maintained in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the financial condition, the cash flows RAP and operating results of Enlivex as of the dates other applicable legal and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes accounting requirements and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material)reflect only actual transactions. (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. All of the financial statements referred to in this Section 4.7 are hereinafter collectively referred to as the “TechniScan Financial Statements.” (a) Section 4.06(aThe audited consolidated balance sheet of TechniScan as of December 31, 2008 and 2007, and the related audited consolidated statement of operations, statement of stockholders’ equity, and statement of cash flows of TechniScan for the year ended December 31, 2008 and 2007, including all notes thereto, accompanied by the independent auditor’s report thereon; and (b) The unaudited consolidated balance sheet (the “Balance Sheet”) of the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s (i) unaudited balance sheet TechniScan as of June 30, 2018 2009 (the “Balance Sheet Date”), and the related unaudited statements consolidated statement of operations, statement of stockholders’ equity, and statement of cash flows and changes in shareholders’ equity as of and TechniScan for the three and six months month period ended June 30, 2018 and (ii) audited balance sheet 2009. Except as of December 31otherwise noted therein, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016TechniScan Financial Statements, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, (if any) have been prepared in accordance with GAAP (such financial statements described in GAAP, applied on a consistent basis throughout the immediately preceding clauses (i) and (ii)periods involved, collectively, except that the “Enlivex unaudited TechniScan Financial Statements may not contain all footnotes required by GAAP. The TechniScan Financial Statements”). The Enlivex Financial Statements , together with the notes thereto (iif any) complied, or will comply as to form fairly present in all material respects prior to the Effective Timeconsolidated financial condition, with the published rules results of operations and regulations cash flow of the SEC with respect thereto (ii) were prepared and will be preparedAcquired Entities, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the financial condition, the cash flows and operating results of Enlivex as of the dates and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are therein, subject to normal and recurring year-end audit adjustments, which will notshall not be material, individually or in the aggregatecase of unaudited TechniScan Financial Statements. No event has occurred and nothing has come to the attention of the Acquired Entities to indicate that the TechniScan Financial Statements did not fairly present in any material respect the consolidated financial condition, be material). results of operations and cash flow of the Acquired Entities, as the case may be, as of the dates and for the periods indicated therein. The Acquired Entities do not have any liabilities of any nature, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, other than: (a) debts, liabilities or obligations that are reflected, reserved for or disclosed in the TechniScan Financial Statements; (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivexdebts, liabilities or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice practices since June 30the Balance Sheet Date; (c) debts, 2018 and (iii) for liabilities and or obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or arising in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account ordinary course of business under any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of written contract by which any of the foregoingAcquired Entities is bound, would excluding liabilities based upon any breach or default of such contracts by the Acquired Entities; (if Enlivex were subject to d) liabilities for Transaction Expenses; and (e) debts, liabilities or obligations disclosed in the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.TechniScan Financial Statements.

Financial Statements. (a) Section 4.06(a) of the Enlivex Disclosure Letter includes The Companies have previously furnished to Acquirer true and complete copies of Enlivex’s the following: (ix) unaudited the audited consolidated balance sheet as of June 30, 2018 each of the Companies and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet its Subsidiaries as of December 31, 2017 and December 31, 2016, 2015 and the related audited consolidated statements of operationsincome, stockholders’ equity and cash flows of each of the Companies and its Subsidiaries for the year ended December 31, 2015 (including, in each case, any notes thereto) (collectively, the “Company Audited Financials”), and (y) the unaudited consolidated balance sheets of each of the Companies and its Subsidiaries as of December 31, 2016 and March 31, 2017 and the related unaudited consolidated statements of income, stockholders’ equity and cash flows of each of the Companies and its Subsidiaries for the annual and three-month periods, respectively, then ended (collectively, the “Company Unaudited Financials” and, together with the Company Audited Financials, the “Company Financials”). Each of the Company Financials (i) was prepared in accordance with United States generally accepted accounting principles (“GAAP”), applied on a consistent basis throughout the periods indicated (except, in the case of the Company Unaudited Financials as of March 31, 2017, for the absence of footnotes, statements of comprehensive income, stockholders’ equity and cash flows, and normal year-end adjustments), and (ii) fairly presents in all material respects the consolidated financial position of each of the Companies and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended in conformity with GAAP (except that the Company Unaudited Financials as of March 31, 2017 do not contain footnotes, statements of comprehensive income, stockholders’ equity and cash flows and changes in shareholder’ equity are subject to normal year-end adjustments). (b) The Companies have previously made available to Acquirer true and complete copies of the following: (i) the Annual Statements for each Insurance Company Subsidiary as of and for the years ended December 31, 2017 2015 and 2016; (ii) any material supplemental or separate statutory annual statements for each Insurance Company Subsidiary for any of the periods ended December 31, 20162015 and 2016 that are filed with any insurance Governmental Entity and that differ from the Annual Statements described in clause (i) above; and (iii) the audited Annual Statements of each Insurance Company Subsidiary as of December 31, 2015, together with the notes related thereto and the reports and opinions thereon of Enlivexsuch Insurance Company Subsidiary’s independent auditor relating thereto, prepared in accordance public accountants (collectively with GAAP (such financial statements the items described in the immediately preceding clauses (i) and (ii), collectively) above, the “Enlivex Financial SAP Statements”). The Enlivex Financial Since December 31, 2015, each Insurance Company Subsidiary has filed, or caused to be filed, all SAP Statements required to be filed with or submitted to the appropriate Governmental Entity. Each SAP Statement (and the notes related thereto) referred to in clauses (i) compliedand (iii) above was prepared in accordance with SAP and presents fairly, to the extent required by and in conformity with SAP, except as set forth in the notes, exhibits or will comply as to form schedules thereto, in all material respects prior to respects, the Effective Timestatutory financial position of such Insurance Company Subsidiary as of its date and the related statutory results of operations and cash flows of such Insurance Company Subsidiary for the period covered thereby. (c) The Insurance Reserves of each Insurance Company Subsidiary recorded in its December 31, with the published rules and regulations 2016 Annual Statement, as of the SEC with respect thereto such date: (iii) were prepared and will be prepared, as the case may be, determined in all material respects in accordance with GAAP generally accepted actuarial standards consistently applied on a consistent basis (unless except as otherwise noted therein); (ii) throughout the periods indicated and (iii) were fairly presentstated, in all material respects, the financial condition, the cash flows and operating results of Enlivex as of the dates and for the periods indicated therein in accordance with generally accepted actuarial standards consistently applied (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be materialas otherwise noted therein). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred were computed on the basis of methodologies consistent in connection all material respects with this Agreement, Enlivex does not have any liabilities that, individually or those used in computing the corresponding Insurance Reserves in the aggregate, are material to Enlivexprior annual periods (except as otherwise noted in the SAP Statements and notes thereto and related actuarial opinions for such Insurance Company Subsidiary). (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. The (a) Section 4.06(a) of the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s (i) unaudited audited consolidated balance sheet of Company, as of December 31, 2006 (the “Balance Sheet Date”) and the related audited consolidated statements of operations, redeemable convertible preferred stock and stockholders’ deficit and cash flows for the 12 months then ended, and (b) an unaudited consolidated balance sheet of Company as of June 30, 2018 2007 (the “Interim Balance Sheet Date”), and the related unaudited consolidated statements of operations, redeemable convertible preferred stock and stockholders’ deficit and cash flows and changes in shareholders’ equity as of and for the three and six months then ended June 30(collectively, 2018 and (iithe “Financial Statements”) audited balance sheet as of December 31that have been provided to Parent comply in all material respects with all accounting requirements applicable to Company, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, have been prepared in accordance with GAAP generally accepted accounting principles (such financial statements described “GAAP”) consistently applied (except as may be indicated in the immediately preceding clauses (i) and (iinotes thereto), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the consolidated financial condition, position of Company as at the dates thereof and the results of its operations and cash flows and operating results of Enlivex as of the dates and for the periods indicated therein then ended (except that subject, in the case of unaudited financial statements do not contain footnotes statements, to audit adjustment, including audit adjustments for Financial Accounting Standards Board (“FASB”) Statement No. 123R, “Accounting for Stock-Based Compensation”, FASB Statement No. 109, “Accounting for Income Taxes”, FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes”, FASB Statement No. 157, “Fair Value Measurements” and are subject EITF Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to normal and recurring year-end adjustmentsOther Than Employees for Acquiring, which will not, individually or in Conjunction with Selling, Goods or Services”). There has been no change in Company’s accounting policies or the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer methods of Enlivex by others within Enlivex. (c) None of Enlivex, making accounting estimates or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex estimates that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account Financial Statements. Section 3.1.5 of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one handCompany Disclosure Schedule lists, and any unconsolidated AffiliateCompany has delivered to Parent copies of the documentation creating or governing, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any all securitization transactions and “off-balance sheet arrangement, which, the case of any of the foregoing, would arrangements” (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to as defined in Item 303(a)(4303(c) of Regulation S-K.K promulgated by the SEC) effected by Company since the Balance Sheet Date. Except as disclosed in the Financial Statements, Company is not a guarantor or indemnitor of any indebtedness or other liability of any other Person.

Financial Statements. (a) Section 4.06(a) of The Company has made available to Parent the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s following financial statements (collectively, the “Company Financial Statements”): (i) unaudited the audited consolidated balance sheet sheets of the Company as of June the fiscal years ended March 30, 2018 and April 1, 2017, and the related consolidated statements of operations, consolidated statements of stockholders’ equity and consolidated statements of cash flows of the Company for the fiscal years then ended (collectively, the “Company Audited Financial Statements”); and (ii) an unaudited consolidated balance sheet of the Company as of November 24, 2018, and the related unaudited statements of operations, operations and cash flows and changes in shareholders’ equity of the Company for the eight (8)-month period then ended. November 24, 2018 shall be referred to herein as the “Balance Sheet Date”, the balance sheet of the Company as of and for such date shall be referred to herein as the three and six months ended June 30“Balance Sheet”. (b) Except as set forth in Section 3.5(b) on the Company Disclosure Schedule, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, Company Financial Statements have been prepared in accordance with GAAP (such financial statements described except that, in the immediately preceding clauses (i) and (ii), collectively, case of the “Enlivex unaudited Company Financial Statements”). The Enlivex , such unaudited Company Financial Statements (i) complied, or will comply as may be subject to form in all material respects prior to the Effective Time, with the published rules normal year-end adjustments and regulations of the SEC with respect thereto (ii) were prepared and will may not contain footnotes that may be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly presentrequired by GAAP. The Company Financial Statements present fairly, in all material respects, the consolidated financial condition, the condition and results of operations and cash flows and operating results of Enlivex the Group Companies as of the dates and for the periods indicated therein (except that therein. The Company Financial Statements have been prepared from, and in accordance with, the unaudited financial statements do not contain footnotes books and are subject to normal and recurring year-end adjustments, which will not, individually or in records of the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within EnlivexGroup Companies. (c) None The Accounts Receivable of Enlivexthe Company on the Balance Sheet or that have arisen since the Balance Sheet Date have arisen from bona fide arm’s length transactions in the Ordinary Course of Business. Section 3.5(c)(i) of the Company Disclosure Schedule sets forth all Accounts Receivable that are more than sixty (60) days past due as of the end of the fiscal month immediately preceding the date hereof, and of all such Accounts Receivable classified as doubtful accounts. Except as set forth on Section 3.5(c)(ii) of the Company Disclosure Schedule, the Company has no Accounts Receivable from any Person that is an Affiliate of the Company or from any equity holder, director, officer, employee, officer or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case employee of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a Group Companies or any Affiliate thereof. All Accounts Payable of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4Company have arisen in the Ordinary Course of Business. Since the Balance Sheet Date, the Company has paid its Accounts Payable in the Ordinary Course of Business. Except as set forth on Section 3.5(c)(iii) of Regulation S-K.the Company Disclosure Schedule, the Company has no Accounts Payable due to any Person that is an Affiliate of any Group Company or from any equity holder, director, officer or employee of any Group Company or any Affiliates thereof.

Financial Statements. (a) Section 4.06(a) The 2016 SAFE Financial Statements have been approved on April 27, 2017 by the shareholders’ meeting of SAFE, have been prepared in accordance with applicable Laws and applicable SAFE Accounting Principles applied consistently with past practices and give an accurate, clear, correct, true and fair view of the Enlivex Disclosure Letter includes true economic and complete copies financial condition, assets, liabilities, the result of Enlivex’s (i) unaudited balance sheet as of June 30, 2018 operations and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet SAFE as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the financial condition, the cash flows and operating results of Enlivex as of the dates 2016 and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject period referred to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material)therein. (b) Enlivex maintains adequate disclosure controls The 2016 SAFE SG Financial Statements have been approved on June 30, 2017 by the competent corporate body, have been prepared in accordance with applicable Laws and procedures designed applicable SAFE SG Accounting Principles applied consistently with past practices and give an accurate, clear, correct, true and fair view of the economic and financial condition, assets, liabilities, the result of operations and the cash flows of SAFE SG as of December 31, 2016 and for the period referred to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivextherein. (c) None The SAFE Accounts have been approved on October 30, 2017 by the sole director of EnlivexSAFE, or any directorhave been prepared in accordance with applicable Laws and applicable SAFE Accounting Principles applied consistently with past practices and the 2016 SAFE Financial Statements and give an accurate, officerclear, employeecorrect, or internal or external auditor true and fair view of Enlivex has received or otherwise had or obtained Knowledge the economic and financial condition, assets, liabilities, the result of any complaintoperations and the cash flows of SAFE as of September 30, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices2017 and for the period referred to therein. (d) During the periods covered The SAFE SG Accounts have been approved on October 30, 2017 by the Enlivex Financial Statementssole director of SAFE, there have been no: (i) changes prepared in accordance with applicable Laws and applicable SAFE SG Accounting Principles applied consistently with past practices and the internal control over financial reporting of Enlivex that have materially affected2016 SAFE SG Financial Statements and give an accurate, or are reasonably likely to materially affectclear, Enlivex’s internal control over financial reporting; (ii) significant deficiencies correct, true and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any fair view of the foregoingeconomic and financial condition, assets, liabilities, the result of operations and the cash flows of SAFE SG as of September 30, 2017 and for the period referred to therein. (e) Except (i) for those As at the date hereof, neither SAFE nor SAFE SG had any liabilities that are should have been, in accordance with applicable Laws and the SAFE Accounting Principles and/or the SAFE SG Accounting Principles, and were not reflected or expressly reserved against on Enlivex’s balance sheet as of June 30, 2018 for in the SAFE Financials (or specifically disclosed or provided for in the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivexthereto). (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) Copies of the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s (i) unaudited the audited consolidated balance sheet as of June 30, 2018 PAG and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet its Subsidiaries as of December 31, 2017 2023 and December 31, 2016, 2024 and the related audited consolidated statements of operationsoperations and comprehensive income (loss), changes in stockholders’ equity, and cash flows and changes in shareholder’ equity for the fiscal years then ended December 31(collectively, 2017 the “Audited Financial Statements”) are attached to Section 3.5(a)(i) of the Disclosure Schedule, and December 31(ii) an unaudited consolidated balance sheet (the “Latest Balance Sheet”) of PAG and/or its Subsidiaries as of September 30, 20162025 (the “Latest Balance Sheet Date”) and the related unaudited consolidated income statements for the nine (9) months then ended are attached to Section 3.5(a)(ii) of the Disclosure Schedule (the “Interim Financial Statements” and, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectivelyAudited Financial Statements, the “Enlivex Financial Statements”). . (b) The Enlivex Financial Statements (i) compliedhave been prepared from the books and records of PAG and/or its Subsidiaries, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be preparedfairly present, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly presentGAAP, consistently applied, in all material respects, the consolidated financial conditionposition, the results of operations and cash flows and operating results of Enlivex PAG and/or its Subsidiaries as of the dates and for the periods indicated therein (except that indicated, and, subject, in the unaudited financial statements do not contain footnotes and are subject case of the Interim Financial Statements, to normal and recurring year-end adjustmentsadjustments and the absence of notes (if any), which will notnone of which, if presented, would materially differ from those in the Audited Financial Statements. Neither the Company nor any of its Subsidiaries has received any written or, to Seller’s Knowledge, oral communication from its auditors of (A) any significant deficiency or material weakness in the internal accounting controls utilized by the Company or its Subsidiaries or (B) any fraud that involves management or any other current or former director, officer, employee, consultant, contractor or manager of the Company or any of its Subsidiaries. (c) The accounts receivable (including unbilled accounts receivable) of the Company and its Subsidiaries set forth in the Financial Statements (collectively, the “Accounts Receivable”) are owned by the Company and its Subsidiaries free and clear of any Liens other than Permitted Liens. The Accounts Receivable have arisen in the Ordinary Course of Business and represent bona fide arm’s length claims of the Company and its Subsidiaries against the obligors with respect thereto for goods provided, services rendered or other charges arising on or before the date hereof or the Closing Date, as the case may be. The Accounts Receivable, and reserves and allowances with respect thereto, reflected in the Financial Statements are stated thereon in accordance with GAAP, applied consistently with the historical accounting practices of the Company and its Subsidiaries. Subject to the reserves and allowances with respect thereto in the Financial Statements, the Accounts Receivable are not subject to claims of set-off or other defenses or counterclaims that are material, either individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer Company and its Subsidiaries taken as a whole. The accounts payable and accruals of Enlivex by others within Enlivex. the Company and its Subsidiaries set forth in the Financial Statements (ccollectively, the “Accounts Payables”) None are stated therein in accordance with GAAP, and have arisen from bona fide, arm’s length transactions in the Ordinary Course of EnlivexBusiness, or and the Company and its Subsidiaries have been paying their Accounts Payables as and when due in the Ordinary Course of Business and in a manner consistent with its past practices, and the Company and its Subsidiaries have not materially delayed any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practicessuch payments. (d) During the periods covered by the Enlivex Financial Statements, there The Company and its Subsidiaries have been no: (i) changes in the internal control over financial reporting devised and maintain a system of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances reasonably sufficient to provide reasonable assurances in all material respects regarding the reliability of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that (i) transactions are executed in accordance with management’s general or specific authorization in all material respects, (ii) transactions are recorded as necessary to permit the preparation of financial statements in accordance with GAAP and to maintain asset accountability, and (iii) access to their respective property and assets is permitted only in accordance with management’s general or specific authorization, in each case, in all material respects. Neither the Company nor any of its Subsidiaries has received any written or, to the knowledge of the Company, oral communication of concern from its auditors in respect of the functioning of the internal accounting controls utilized by Enlivex, of the Company or (iv) claims or allegations regarding any of the foregoingits Subsidiaries. (e) Except The Company’s only assets are shares of common stock of GenNx/PAG Acquisitions Inc. (i“GenNx/PAG Acquisitions”) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as and GenNx/PAG Acquisitions’ only asset is shares of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course common stock of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to EnlivexPAG. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Attached as Section 4.06(a4.8(a) of the Enlivex Company Disclosure Letter includes are true and complete copies of Enlivex’s (i) unaudited the audited consolidated balance sheet as of June 30, 2018 and the related unaudited statements of operationsoperations and comprehensive loss, stockholders’ (deficit) earnings and cash flows of the Company and changes in shareholders’ equity its Subsidiaries as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 2019 and December 31, 2016, together with 2020 (the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i“Audited Financial Statements”) and (ii)) the unaudited consolidated balance sheet and statements of operations and comprehensive loss, collectivelystockholders’ (deficit) earnings and cash flows of the Company and its Subsidiaries as of and for the three-month period ended March 31, 2021 (the “Unaudited Financial Statements,” and together with the Audited Financial Statements, the “Enlivex Financial Statements”). . (b) The Enlivex Financial Statements (i) complied, or will comply as to form fairly present in all material respects prior to the Effective Time, with the published rules and regulations consolidated financial position of the SEC with respect thereto Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in stockholders’ earnings and their consolidated cash flows for the respective periods then ended (subject, in the case of the Unaudited Financial Statements, to normal year-end adjustments and the absence of footnotes), (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance conformity with GAAP applied on a consistent basis (unless otherwise noted therein) throughout during the periods involved (except as may be indicated in the notes thereto and except that the Unaudited Financial Statements do not contain notes thereto or account for normal year-end audit adjustments), (iii) fairly presentwere prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries, (iv) in the case of the Audited Financial Statements, were audited in accordance with the standards of the PCAOB and as of the Closing contain an unqualified report of the Company’s auditors and (v) when delivered by the Company for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 6.3, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the financial conditionCompany and its Subsidiaries’ assets. The Company maintains and, for all periods covered by the cash flows Financial Statements, has maintained books and operating results of Enlivex as records of the dates Company and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or its Subsidiaries in the aggregateordinary course of business that are accurate and complete and reflect the revenues, be material). (b) Enlivex maintains adequate disclosure controls expenses, assets and procedures designed to ensure that liabilities of the Company and its Subsidiaries in all material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practicesrespects. (d) During Neither the periods covered by Company (including, to the Enlivex Financial Statementsknowledge of the Company, there have any employee thereof) nor, to the knowledge of the Company, any independent auditor of the Company has identified or been no: made aware of (i) changes any significant deficiency or material weakness in the internal control over financial reporting system of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; the Company, (iiiii) instances of any fraud, whether or not material, involving that involves the Company’s management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, the Company or (iviii) claims any claim or allegations allegation regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) Complete copies of the Enlivex Disclosure Letter includes true Parent’s audited consolidated financial statements consisting of the consolidated balance sheets of the Parent, Seller, the Company and complete copies the Company Subsidiaries (collectively, the “Parent Group”) at December 31, 2011, 2010 and 2009 and the related consolidated statements of Enlivex’s operations, changes in stockholders’ equity and comprehensive loss and cash flows for the years then ended (i) the “Audited Financial Statements”), and unaudited consolidated financial statements consisting of the consolidated balance sheet as sheets of June the Parent Group for the period ended April 30, 2018 2012, and the related unaudited consolidated statements of operations, changes in stockholders’ equity and comprehensive loss and cash flows and changes in shareholders’ equity as of and for the three four-month period then ended (the “Interim Financial Statements” and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectivelyAudited Financial Statements, the “Enlivex Financial Statements”)) have been delivered to Buyer. The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were have been prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly presentinvolved, subject, in all material respects, the financial condition, the cash flows and operating results of Enlivex as case of the dates and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject Interim Financial Statements, to normal and recurring year-end adjustments, adjustments (the effect of which will notnot be materially adverse) and the absence of notes (that, individually or if presented, would not differ materially from those presented in the aggregateAudited Financial Statements). The Financial Statements are based on the books and records of the Parent Group, be material)and fairly present the consolidated financial position of the Parent Group as of the respective dates above and the consolidated results of the operations and cash flows of the Parent Group for the periods indicated above. The consolidated balance sheet of the Parent Group as of April 30, 2012 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Parent, Seller, the Company and the Company Subsidiaries maintain a standard system of accounting established and administered in accordance with GAAP. (b) Enlivex maintains adequate disclosure controls Since January 1, 2009, except as set forth in Section 3.06(b) of the Disclosure Schedule, Parent has not (i) owned any tangible or intangible assets other than all of the issued and procedures designed to ensure that material information relating to Enlivex is made known to outstanding capital stock of Seller, or (ii) operated any business other than the Chief Executive Officer business of Enlivex by others within Enlivexholding the outstanding capital stock of Seller. (c) None Since January 1, 2009, except as set forth in Section 3.06(c) of Enlivexthe Disclosure Schedule, or any director, officer, employee, or internal or external auditor of Enlivex Seller has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: not (i) changes in owned any tangible or intangible assets other than all of the internal control over financial reporting Shares of Enlivex that have materially affectedthe Company, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances operated any business other than the business of fraud, whether or not material, involving holding the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any Shares of the foregoingCompany. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) of the Enlivex Disclosure Letter includes 4.10.1 The Company has previously delivered to Buyer true and correct and complete copies of Enlivex’s the following consolidated financial statements: (iA) the audited balance sheet of the Company and the Subsidiaries as of December 25, 1994 and the related audited statements of income, retained earnings and cash flows for the year then ended; (B) the unaudited balance sheet of the Company and the Subsidiaries as of June 30December 31, 2018 1995 and the related unaudited statements of operationsincome, retained earnings and cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and year then ended. The documents set forth in (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (iA) and (ii), collectively, B) of this paragraph are referred to collectively herein as the “Enlivex "Financial Statements”). ." The Enlivex December 25, 1994 balance sheet included in the Financial Statements (i) compliedis referred to herein as the "Base Balance Sheet." 4.10.2 Except as set forth in the Disclosure Letter, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the financial condition, the cash flows and operating results of Enlivex as of the dates and only to Financial Statements which are unaudited except for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or the Financial Statements: (A) are in accordance with the aggregate, be material). books and records of the Company and the Subsidiaries; (bB) Enlivex maintains adequate disclosure controls are complete and procedures designed to ensure that material information relating to Enlivex is made known to correct and present fairly the Chief Executive Officer consolidated financial position of Enlivex by others within Enlivex. (c) None the Company and the Subsidiaries as of Enlivex, or any director, officer, employee, or internal or external auditor the dates thereof and the consolidated results of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During operations and cash flow for the periods covered by thereby; (C) have been prepared in accordance with generally accepted accounting principles consistently applied throughout the Enlivex periods covered thereby; and (D) reflect adequate reserves for all known liabilities and reasonably anticipated losses. 4.10.3 Except as set forth in the Disclosure Letter, during the periods reflected in the Financial Statements and on a consolidated basis, the Company and the Subsidiaries did not have any extraordinary items of income or profits, except as fairly and accurately disclosed on the Financial Statements. 4.10.4 The Company has previously delivered to Buyer true and correct and complete copies of, there have been nowith respect to the Company and each Subsidiary: (iA) changes in all accountants' reports for the internal control over financial reporting of Enlivex that have materially affectedlast three years (including without limitation, or are reasonably likely to materially affect, Enlivex’s internal control over financial reportingall "management letters" and "management reports"); (iiB) significant deficiencies and material weaknesses in all auditor's letters regarding internal accounting controls utilized by Enlivexfor the last three years; (iiiC) instances all attorneys responses to audit letters for the last three years; (D) the most recently prepared projections prepared for the current fiscal year ending December 31, 1995 and all budgets and projections prepared for the fiscal year ending December 29, 1996 (provided, however, that no representation is made as to the achievability of fraud, whether any budgets or not material, involving projections); (E) the management most recent reviews or comparisons of Enlivex actual versus projected or other employees of Enlivex who have a role in budgeted results for the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 current fiscal year; and (iiiF) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract documents relating to any transaction, arrangement extraordinary write-downs or relationship between Enlivex, on write-offs during the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.past three years.

Financial Statements. (a) Section 4.06(a) of The Borrowers have heretofore delivered to the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s Lenders the following financial statements: (i) unaudited the consolidated balance sheet as of June 30, 2018 sheets and the related unaudited statements of operations, shareholders' equity and cash flows of the Borrowers and changes in shareholders’ equity their Subsidiaries, as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years fiscal year ended December 31, 2017 2001, audited and December 31accompanied by an opinion of the Borrowers' independent public accountants; (ii) the unaudited consolidated balance sheet and statement of operations of the Borrowers and their Subsidiaries, 2016as of and for the Fiscal Months ended January 25, together with 2002 and February 22, 2002, certified by the notes thereto and the reports and opinions chief financial officer of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (CTG that such financial statements described in fairly present the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations financial condition of the SEC with respect Borrowers and their Subsidiaries as at such dates and the results of the operations of the Borrowers and their Subsidiaries for the period ended on such dates and that all such financial statements, including the related schedules and notes thereto (ii) were have been prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) consistently throughout the periods indicated and involved; and (iii) fairly presentconsolidated quarterly profit and loss statements, balance sheets and cash flow projections for the Borrowers and their Subsidiaries (including all Foreign Subsidiaries), prepared in accordance with GAAP, for the 2002 Fiscal Year, and on an annual basis for Fiscal Years 2003 and 2004, together with the written assumptions on which such projections are based. Except as disclosed on SCHEDULE 5.05, such financial statements (except for the projections) present fairly, in all material respects, the respective consolidated financial condition, the position and results of operations and cash flows and operating results of Enlivex the respective entities as of the such respective dates and for the such periods indicated therein (except that the unaudited financial statements do not contain footnotes and are in accordance with GAAP, subject to normal and recurring year-end adjustments, which will not, individually or audit adjustments and the absence of footnotes in the aggregate, be material)case of such unaudited or pro forma statements. The projections were prepared by the Borrowers in good faith and were based on assumptions that were reasonable when made. (b) Enlivex maintains adequate disclosure controls and procedures designed Except as disclosed on SCHEDULE 5.05, since December 31, 2001, there has been no material adverse change in the business, assets, operations or condition, financial or otherwise, of the Borrowers or any of their Subsidiaries (other than Inactive Subsidiaries) from that set forth in the December 31, 2001 financial statements referred to ensure that material information relating to Enlivex is made known to the Chief Executive Officer in clause (i) of Enlivex by others within Enlivexparagraph (a) above. (c) None of Enlivexthe Borrowers or any of their Subsidiaries has on the date hereof any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are material, except as referred to or reflected or provided for in the balance sheets as at the end of their respective fiscal years ended in 2001, referred to above, as provided for in SCHEDULE 5.05 annexed hereto, or any director, officer, employee, or internal or external auditor of Enlivex has received or as otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely permitted pursuant to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or as referred to or reflected or provided for in the aggregate, are material to Enlivexfinancial statements described in this Section 5.05. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(aAttached hereto as Schedule 5.03(a) of the Enlivex Disclosure Letter includes true and complete are copies of Enlivex’s (i) the unaudited consolidated balance sheet sheet, as of June 3027, 2018 2025 (the “Latest Balance Sheet Date”), of OmniMax International, LLC and its Subsidiaries, and the related unaudited statements consolidated statement of operationsoperations of OmniMax International, cash flows LLC and changes in shareholders’ equity as of and its Subsidiaries for the three and six months six-month period then ended June 30(such statements, 2018 the “Latest Financial Statements”), and (ii) the audited consolidated balance sheet sheet, as of December 31, 2017 2024, of OmniMax International, LLC and December 31, 2016, its Subsidiaries and the related audited consolidated statements of operations and comprehensive operations, changes in equity and cash flows of OmniMax International, LLC and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016its Subsidiaries, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP for the fiscal year ended December 31, 2024 (such financial statements described in the immediately preceding clauses (i) and (ii), collectivelynotes, the “Enlivex Audited Financial Statements,” and together with the Latest Financial Statements, the “Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to have been prepared from the Effective Time, with the published rules books and regulations records of the SEC with respect thereto (ii) were prepared Company and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) its consolidated Subsidiaries. The Financial Statements fairly present, in all material respects, the consolidated financial condition, the cash flows position and operating results of Enlivex operations of OmniMax International, LLC and its Subsidiaries, as of the dates date thereof, and the consolidated statements of operations and comprehensive loss, changes in members’ equity and cash flows of OmniMax International, LLC and its Subsidiaries, for the periods indicated set forth therein (in accordance with GAAP as in effect on the date thereof, except that as otherwise noted therein and, in the unaudited financial statements do not contain footnotes and are case of the Latest Financial Statements, subject to normal and recurring year-end adjustments, adjustments (which will notare not expected to be material, individually or in the aggregate, be material)) and the absence of footnote disclosures. (b) Enlivex The Company has established and maintains adequate disclosure systems of internal accounting controls reasonable for a privately held company of its size and procedures designed maturity to ensure provide reasonable assurances that material information relating to Enlivex is made known transactions are executed in accordance with management’s general or specific authorizations. Since the Lookback Date, neither the Company, any of its Subsidiaries nor to the Chief Executive Officer knowledge of Enlivex by others within Enlivex. the Company, any of their respective directors, officers, auditors or independent accountants have received written notice of (ci) None any material weakness regarding the accounting or auditing practices, procedures or methods of Enlivexthe Company or any of its Subsidiaries or their internal accounting controls (including allegations, or claims that the Company or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has its Subsidiaries have engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the any fraud that involves management of Enlivex or other employees of Enlivex who have a significant role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any over financial reporting of the foregoingCompany and its Subsidiaries. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(aThe unaudited consolidated financial statements (including, in each case, any notes thereto) of the Enlivex Disclosure Letter includes true Company and complete copies of Enlivex’s (i) unaudited balance sheet as of June 30, 2018 and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity its Subsidiaries for the years ended December 31, 2017 2012 and 2011 and the audited consolidated financial statements (including, in each case, any notes thereto) of the Company and its Subsidiaries for the year ended December 31, 20162013 and for the six months ended June 30, together with the notes thereto and the reports and opinions 2014, complete copies of Enlivex’s independent auditor relating theretowhich have been delivered to Parent, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated covered thereby, (ii) were prepared in accordance with the books of account and other financial records of the Company, and (iii) each fairly presentpresents, in all material respects, the consolidated financial conditionposition, the results of operations, changes in shareholders’ equity and cash flows and operating results of Enlivex as of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material)therein. (b) Enlivex maintains adequate disclosure controls Except as and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer extent set forth on the audited consolidated balance sheet of Enlivex the Company and its Subsidiaries as of June 30, 2014, including the notes thereto, neither the Company nor any Subsidiary thereof has any liability or obligation of any nature (whether known or unknown, accrued, absolute, contingent, liquidated or unliquidated, due or to become due, determined, determinable or otherwise, and whether or not required by others within EnlivexGAAP to be set forth on a consolidated balance sheet of the Company), except for (i) current liabilities and obligations (including purchasing obligations) incurred in the Ordinary Course of Business since June 30, 2014 which are of the same character and nature as the liabilities set forth on the audited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2014, including the notes thereto, and (ii) liabilities and obligations to the extent disclosed on Section 4.07(b) of the Company Disclosure Schedule. (c) None Except as set forth in Section 4.07(c) of Enlivexthe Company Disclosure Schedule, or any director, officer, employee, or the Company maintains a system of internal or external auditor accounting controls for itself and its Subsidiaries that provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of Enlivex has received or otherwise had or obtained Knowledge the financial statements of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged the Company and its Subsidiaries in questionable accounting or auditing practicesaccordance with GAAP and to maintain accountability for their respective assets; and (iii) access to the assets of the Company and its Subsidiaries is permitted only in accordance with management’s authorization. (d) During Except as set forth in Section 4.07(d) of the periods covered by the Enlivex Financial StatementsCompany Disclosure Schedule, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s is no “off-balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any sheet” transaction, arrangement or relationship between Enlivex, on the one hand, Company or any Subsidiary thereof and any unconsolidated AffiliatePerson, including any structured finance, special purpose purpose, or limited purpose entity Person. (e) To the Company’s Knowledge, except as set forth in Section 4.07(e) of the Company Disclosure Schedule, there are no significant deficiencies or Person, on material weaknesses in either the other hand), design or operation of internal controls of the Company or any off-balance sheet arrangementSubsidiary thereof that are reasonably likely to adversely affect the ability of the Company or any Subsidiary thereof to record, whichprocess, the case summarize and report financial information in a materially accurate manner. The Company has no Knowledge of any fraud or suspected fraud involving any current or former employee of the foregoing, would (if Enlivex were subject Company or any Subsidiary who has or had a role in the internal controls related to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.financial reporting.

Financial Statements. (aAnnexed hereto as Exhibit 4.01(d)(1) Section 4.06(a) of the Enlivex Disclosure Letter includes true and complete are -------------------- ------------------ copies of Enlivex’s (i) the unaudited financial statements for the last three fiscal years of the Company ended December 31, 1999, 1998 and 1997, respectively, (ii) the unaudited monthly financial statements of the Company for the period from January 1, 2000 through the last day of the calendar month ending immediately prior to the Closing Date, (iii) the unaudited consolidated balance sheet of the Company and the Other Company (the "Companies") as of June 30, 2018 and 2000, (iv) the related --------- unaudited combined financial statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity Companies for the years ended December 31, 2017 1998 and 1999 and January 31, 1999 and 2000, respectively, and (v) the unaudited financial statements of the Company for the six months ended June 30, 2000 (such financial statements, together the "Financial Statements"). The -------------------- unaudited Financial Statements provided for in Sections 4.01(d)(iii) and (v) have been reviewed by the Company's independent accountants, whose comments thereon are included therewith. The financial statements of the Companies for the fiscal year ended December 31, 2016, together with the notes thereto 1999 and the reports six-month period ended June 30, 2000, reflect the assets, liabilities, net worth, profit and opinions of Enlivex’s independent auditor relating theretoloss and, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii)if included therein, collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations cash flow of the SEC with respect thereto (ii) were prepared Company as at the respective dates of such statements and will be preparedfor the respective periods then ended, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated are complete and (iii) fairly present, correct in all material respects, and present fairly the financial condition, the cash flows condition and operating results of Enlivex as operations of the Company as at the dates of such statements, and, except with respect to the failure to record depreciation and accumulated depreciation, have been prepared in accordance with GAAP, applied on a consistent basis. The books of account and records of the Company have been maintained in accordance with good business practice and reflect fairly all properties, assets, liabilities and transactions of the Company. The Company has no liabilities or obligations of any kind (whether known or unknown, accrued or unaccrued, absolute or contingent, asserted or unasserted, direct or indirect, liquidated or unliquidated, due or to become due, or otherwise) which are not fully accrued or reserved against in the Company's Consolidated Financial Statements as at June 30, 2000 and for the periods indicated therein period ending June 30, 2000 (except changes in the ordinary course of business since June 30, 2000 and liabilities and obligations that the unaudited financial statements do are not contain footnotes required to be disclosed in accordance with GAAP and liabilities and obligations which are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer Company or the Business). Except as set forth on Exhibit 4.01(d)(2), the Company has no accounts ------------------ receivable or other debts that the Company believes to be incapable of Enlivex by others within Enlivex. collection on a basis consistent with past practice and experience as of the Closing Date. Except as set forth on Exhibit 4.01(d)(2) and except in connection ------------------ with the leases with respect to automobiles (c) None "Automobile Leases"), since June ----------------- 30, 2000, the Company has conducted the Business only in the ordinary and usual course consistent with past practice and has not experienced any material adverse change in the Business or the financial condition of Enlivexthe Company. Except as set forth on Exhibit 4.01(d)(2), or any directorin connection with the Automobile Leases ------------------ since December 31, officer1999 the Company has had no declaration, employeesetting aside, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge payment of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex dividend or other employees of Enlivex who have a role distribution (whether in the preparation of financial statements cash, securities, property or the internal accounting controls utilized by Enlivex, or (ivotherwise) claims or allegations regarding any in respect of the foregoing. (e) Company's capital stock. Except (i) for those liabilities that are reflected as set forth on Exhibit 4.01(d)(1), between December 31, 1999 and the Closing Date, ----------------- neither the Company nor the Shareholders have withdrawn, expended or reserved against on Enlivex’s balance sheet as applied any cash or other assets of June 30the Company, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred except in the ordinary course of business consistent operations of the Business in accordance with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in practices of the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one handCompany, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other handexcept as contemplated in Section 4.01(c)(v), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K..

Financial Statements. (a) Section 4.06(aAttached hereto as Schedule 4.8(a) of are the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s following financial statements (collectively, the “Scheduled Financial Statements”): (i) unaudited the balance sheet sheets of Seller as of June 30January 31 for each of the fiscal years ended 2012, 2018 2013 and the related unaudited 2014, and statements of operationsincome, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016equity, and cash flow for each of the related audited statements of operationsfiscal years then ended, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016all prepared on a review basis, together with the notes thereto and the reports and opinions thereon of EnlivexSeller’s independent auditor external accountant; and (ii) the unaudited balance sheet of Seller as of May 31, 2014 (the “Latest Balance Sheet”), and statements of income, changes in shareholders’ equity, and cash flow for the four-month period then ended. With the exception of bonus entitlements relating theretoto Seller’s purchases of tires, tire parts, tire accessories and related equipment from tire vendors, which have not been accrued in the Latest Balance Sheet and the statement of income for the four-month period ended May 31, 2014, the Scheduled Financial Statements have been prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii)GAAP, collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated covered thereby, and (iii) present fairly present, in all material respects, the financial condition, the results of operations and cash flows and operating results of Enlivex Seller as of the dates thereof and for the periods indicated therein (except therein; provided, however, that the unaudited financial statements do not contain footnotes and described in clause (ii) above are subject to normal and normal, recurring year-end adjustments, adjustments (which will notnot be, individually or in the aggregate, be materialmaterially adverse to Seller) and lack notes (which, if presented, would not differ materially from the notes accompanying the financial statements of Seller as of January 31, 2014). (b) Enlivex maintains adequate disclosure controls The Audited Financial Statements: (i) have been prepared in accordance with GAAP with a reconciliation to U.S. GAAP, applied on a consistent basis throughout the periods covered thereby; (ii) have been audited in accordance with Generally Accepted Auditing Standards of the United States of America; and procedures designed to ensure that material information relating to Enlivex is made known to (iii) fairly present the Chief Executive Officer financial condition, results of Enlivex by others within Enlivexoperations and cash flows of Seller as of the dates thereof and for the periods indicated therein. The results contained in the Audited Financial Statements are consistent with those in the Scheduled Financial Statements (other than changes resulting from the application of GAAP in the Scheduled Financial Statements and U.S. GAAP in the Audited Financial Statements). (c) None The Adjusted EBITDA for the Business for the fiscal year ended January 31, 2014 is C$9,822,642, as calculated in accordance with Exhibit F. Exhibit F does not contain any untrue or misleading statement or information and fairly represents the results of Enlivexoperations of the Business, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practicessubject to the adjustments set out therein. (d) During the periods covered by the Enlivex Financial Statements, there have been noThe Books and Records: (i) changes are complete and correct in the internal control over financial reporting of Enlivex that have materially affected, all material respects and all transactions to which Seller is or has been a party are reasonably likely to materially affect, Enlivex’s internal control over financial reportingaccurately reflected therein in all material respects on an accrual basis; (ii) significant deficiencies reflect all discounts, returns, allowances, credits and material weaknesses in internal accounting controls utilized volume bonuses granted or received by EnlivexSeller with respect to the periods covered thereby; (iii) instances have been maintained in accordance with customary and sound business practices in Seller’s industry; (iv) form the basis for the Scheduled Financial Statements and the Audited Financial Statements; and (v) reflect in all material respects the assets, Liabilities, financial position, results of fraudoperations and cash flows of the Business on an accrual basis. Seller’s management information systems are adequate for the preservation of relevant information and the preparation of accurate reports. (e) Seller maintains a system of internal accounting controls adequate to ensure that Seller does not maintain off-the-books accounts and that the assets of Seller used in the Business are used only in accordance with the directives of Seller’s management. There are no events of Fraud, whether or not material, involving the that involve management of Enlivex or other employees of Enlivex Seller who have a significant role in the preparation of Seller’s financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities reporting and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according relate to the original payment schedule thereof) all principal and interest payments on account of any of its IndebtednessBusiness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) of the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s Heat-N-Glo has heretofore delivered to Heatilator (i) unaudited balance sheet as the audited Balance Sheet of June 30, 2018 and Heat-N-Glo (the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii"Balance Sheet") audited balance sheet as of December 31, 2017 1995 (the "Balance Sheet Date"), the audited Balance Sheets of Heat-N-Glo as of December 31, 1994 and December 31, 20161993, and the related audited statements Statements of operationsIncome, cash flows Statements of Stockholders' Equity and changes in shareholder’ equity Statements of Cash Flows of Heat-N-Glo for the years twelve months ended December 31, 2017 1995, December 31, 1994 and December 31, 20161993, together with each as certified by ▇▇▇▇▇▇▇▇▇ Dokken Kanter ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Ltd. (collectively, the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i"Audited Financial Statements") and (ii) the unaudited Balance Sheet of Heat-N-Glo as of August 31, 1996 and the unaudited Statement of Income of Heat-N-Glo for the eight months ended August 31, 1996 (the "Interim Financial Statements" and, collectively with the Audited Financial Statements, the "Financial Statements"). Each of the Financial Statements is true, complete and correct, was prepared from the books and records kept by Heat-N-Glo, and fairly presents the financial position of Heat-N-Glo as of such dates, and the results of operations of Heat-N-Glo and Heat-N-Glo's cash flows for the periods then ended in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied and in accordance with the related internal accounting practices and policies of Heat-N-Glo disclosed in the Financial Statements or in Schedule 4.1(i), collectively, except that the “Enlivex Financial Statements”). The Enlivex Interim Financial Statements (ix) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the financial condition, the cash flows and operating results of Enlivex as of the dates and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex adjustments required by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 GAAP and (iiiy) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivexomit footnote disclosures required by GAAP. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) of Attached to the Enlivex Disclosure Letter includes true Statement as Schedule -------------------- -------- 6.h are true, correct and complete copies of Enlivex’s (i) unaudited SCC's and the --- Subsidiaries' audited financial statements (including balance sheet as sheet, statement of June operations and statement of cash flows) for the periods ending September 30, 2018 1996 and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June September 30, 2018 1995; and (ii) SCC's and the Subsidiaries' unaudited financial statements for the twelve (12) month period ending September 30, 1997 and the three (3) month period ending December 28, 1997 (hereinafter, such audited balance sheet financial statements are referred to, collectively, as the "Financial Statements", the unaudited financial statement for September 30, 1997 is hereinafter referred to as the "1997 Unaudited Statement" and the Financial Statements dated as of December 3128, 2017 and December 31, 2016, and 1997 are referred to as the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, "Current Financial Statements"). The Financial Statements have been prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated books and (iii) fairly present, records of SCC and the Subsidiaries; the Financial Statements are complete and correct in all material respects; and, the Financial Statements accurately set out and describe the financial condition, the cash flows condition and operating results of Enlivex SCC and the Subsidiaries as of the dates dates, and for during the periods periods, indicated therein (therein. Since December 28, 1997, there has not been any material change in the Corporate Assets, liabilities, financial condition or operations of SCC or any Subsidiary from that reflected in its Financial Statements, except changes in the ordinary course of business that the unaudited financial statements do have not contain footnotes and are subject to normal and recurring year-end adjustments, which will notbeen, individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known materially adverse. Except to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are extent reflected or reserved against or noted in the Current Financial Statements or otherwise disclosed on Enlivex’s balance sheet Schedule 6.h, neither SCC nor any Subsidiary had, ------------ as of June 30such date, 2018 any material liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, including without limitation tax liabilities, whether incurred in respect to or measured by SCC's or a Subsidiary's income for any period prior to the notes thereto included in the Enlivex date of such Current Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course or arising out of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand)transactions entered into, or any off-balance sheet arrangementset of facts existing prior thereto. Except as described on Schedule 6.h, whichthere exists no basis for the assertion against SCC, any ------------ Subsidiary, any Corporate Assets, the case Businesses, the Cafes or the Systems, as of the date hereof or as of the date of the Current Financial Statements, of any material liability of a nature requiring financial statement disclosure that is not fully reflected or reserved against or noted in the Current Financial Statements. SCC shall provide to AFC upon receipt by SCC, but in all events prior to Closing, the audited Financial Statement for the period ending September 30, 1997. Such audited Financial Statement shall be consistent, in all material respects, with the 1997 Unaudited Statement, subject only to normal year end adjustments. SCC shall provide to AFC upon receipt by SCC interim financial statements for the periods ending in December, 1997 and January, 1998. The quantity and quality of the foregoingassets owned by SCC and the Subsidiaries, would (if Enlivex were subject to the reporting requirements of Section 13a nature of the Exchange Act) liabilities owed by SCC and the Subsidiaries and SCC's and the Subsidiaries' working capital as of the Closing Date will be required comparable to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.or more favorable than such items as reflected on SCC's unaudited internal financial statement as at the period ending December 28, 1997.

Financial Statements. (a) Section 4.06(a) of The Company has made available to Parent in the Enlivex Disclosure Letter includes Virtual Data Room true and complete copies of Enlivex’s the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2021 and the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2020, and the related consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for each of the years then ended (collectively, the “Annual Financial Statements”), which are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Annual Financial Statements (including the notes thereto) (i) was prepared in all material respects 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 and except for the financial statements for the year ended December 31, 2021, the omission of footnotes) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of and at the date thereof and for the period indicated therein, except (A) as otherwise noted therein or (B) for any changes made in connection with the preparation of financial statements of the Company audited in accordance with the auditing standards of the PCAOB. (b) The Company has made available to Parent in the Virtual Data Room true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of June 30, 2018 2022 (the “Interim Financial Statements Date”), and the related unaudited consolidated statements of operations, operations and cash flows of the Company and changes in shareholders’ equity as of and the Company Subsidiaries for the three and six months six-month period then ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Interim Financial Statements”), which are attached as Section 4.07(b) of the Company Disclosure Schedule. The Enlivex Interim Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated (except for the omission of footnotes and subject to year-end adjustments) and (iiiii) fairly present, in all material respects, the financial conditionposition, the results of operations and cash flows of the Company and operating results of Enlivex the Company Subsidiaries as of and at the dates date thereof and for the periods period indicated therein, except as otherwise noted therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments. (c) Except as and to the extent set forth on the Annual Financial Statements or the Interim Financial Statements, neither the Company nor any Company Subsidiary has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for: (i) liabilities that were incurred in the ordinary course of business or in connection with the consummation of the Transactions since the Interim Financial Statements Date, (ii) obligations for future performance under any Contract to which will the Company or any Company Subsidiary is a party or (iii) such other liabilities and obligations which are not, individually or in the aggregate, be material)expected to result in a Company Material Adverse Effect. (bd) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known In the past two (2) years, (i) neither the Company nor any Company Subsidiary nor, to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of EnlivexCompany’s knowledge, or any director, officer, employee, auditor, accountant or internal Representative of the Company or external auditor of Enlivex any Company Subsidiary, has received or otherwise had or obtained Knowledge knowledge of any complaint, allegation, assertion or claim, whether written or or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that Enlivex the Company or any Company Subsidiary has engaged in questionable accounting or auditing practicespractices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer or general counsel of the Company, the Company Board or any committee thereof. (de) During To the periods covered by knowledge of the Enlivex Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a). (f) All accounts receivable of the Company and the Company Subsidiaries reflected on the Interim Financial Statements or arising thereafter have arisen from bona fide transactions in the ordinary course of business consistent with past practices and in accordance with GAAP and are collectible, subject to bad debts reserved in the Interim Financial Statements. To the knowledge of the Company, there such accounts receivables are not subject to valid defenses, setoffs or counterclaims, other than routine credits granted for errors in ordering, shipping, pricing, discounts, rebates, returns in the ordinary course of business and other similar matters. The Company’s reserve for contractual allowances and doubtful accounts is adequate in all material respects and has been calculated in a manner consistent with past practices. Since December 31, 2021, neither the Company nor any of the Company Subsidiaries has modified or changed in any material respect its sales practices or methods including, without limitation, such practices or methods in accordance with which the Company or any of the Company Subsidiaries sell goods, fill orders or record sales. (g) All accounts payable of the Company and the Company Subsidiaries reflected on the Interim Financial Statements or arising thereafter are the result of bona fide transactions in the ordinary course of business and have been no: paid or are not yet due or payable. Since December 31, 2021, the Company and the Company Subsidiaries have not altered in any material respects their practices for the payment of such accounts payable, including the timing of such payment. (h) The Company has established and maintains a system of internal accounting controls designed to provide reasonable assurance that (i) changes all transactions are executed in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivexaccordance with management’s internal control over financial reportingspecific authorization; (ii) the preparation of the Company’s financial statements for external purposes are in conformity with GAAP and maintain asset accountability; (iii) access to assets is only permitted in accordance with management’s specific authorization and (iv) the Company’s records accurately reflect the transaction and disposition of assets, in all material respects. (i) Neither the Company (including any employee thereof) nor the Company’s independent auditors has identified or been made aware of (i) any significant deficiencies and deficiency or material weaknesses weakness in the system of internal accounting controls utilized by Enlivex; the Company, (iiiii) instances of any fraud, whether or not material, involving that involves the Company’s management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, the Company or (iviii) claims any claim or allegations allegation regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) of The Company has delivered to Parent the Enlivex Disclosure Letter includes true following financial statements and complete copies of Enlivex’s notes (collectively, the "Financial Statements"): (i) unaudited The audited consolidated balance sheet as sheets of June 30, 2018 and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet Company as of December 31, 2017 1999 and December 31, 20161998, and the related audited consolidated income statements, statements of operations, shareholders' equity and statements of cash flows of the Company and changes in shareholder’ equity its Subsidiaries for the years ended December 31, 2017 and December 31, 2016then ended, together with the notes thereto and the reports unqualified report and opinions opinion of Enlivex’s independent auditor PricewaterhouseCoopers LLP relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto ; (ii) were prepared the unaudited consolidated balance sheet of the Company and will be preparedits Subsidiaries as of December 31, as 2000, and the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout related unaudited consolidated income statement and statements of cash flows of the periods indicated Company and its Subsidiaries for the year then ended; and (iii) fairly presentthe unaudited consolidated balance sheet of the Company and its Subsidiaries (the "Unaudited Interim Balance Sheet") as of March 31, in all material respects2001 (the "Unaudited Interim Balance Sheet Date"), and the related unaudited consolidated income statement and statements of cash flows of the Company and its Subsidiaries for the three (3) months then ended (this subsection (iii) together with subsection (ii) above, the financial condition, the cash flows and operating results of Enlivex as of the dates and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material"Unaudited Financial Statements"). (b) Enlivex maintains adequate disclosure controls The Financial Statements are accurate and procedures designed to ensure that complete in all material information relating to Enlivex is made known to respects and present fairly the Chief Executive Officer financial position of Enlivex by others within Enlivex. (c) None the Company and its Subsidiaries as of Enlivex, or any director, officer, employee, or internal or external auditor the respective dates thereof and the results of Enlivex has received or otherwise had or obtained Knowledge operations and cash flows of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the Company for the periods covered by the Enlivex thereby. The Financial Statements, there Statements have been no: (i) changes prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the internal control over financial reporting periods covered, except that the Unaudited Financial Statements do not contain a statement of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies shareholders' equity and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoingfootnotes. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a3.06(a) of the Enlivex Disclosure Letter includes Schedule sets forth true and complete copies of Enlivex’s (ia) unaudited the audited consolidated balance sheet as for the fiscal years ended 2010 and 2011, (b) the consolidated statement of June 30, 2018 operations and the related unaudited statements consolidated statement of operations, cash flows of the Company and changes in shareholders’ equity as of its Subsidiaries for fiscal years 2010 and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, 2011 and the related audited consolidated statements of operationsincome, statements of changes in redeemable Preferred Stock and Stockholder’s deficit and cash flows and changes in shareholder’ equity for the years fiscal year then ended December 31, 2017 and December 31, 2016, together with (the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements items described in the immediately preceding clauses (ia) and (iib), collectively, the “Enlivex Audited Financial Statements”) and (c) an unaudited consolidated income statement and balance sheet of the Company as of November 30, 2012 (the “Balance Sheet” and such date, the “Balance Sheet Date”) and the related unaudited consolidated statements of income and cash flows for the eleven (11) months then ended (the items described in clause (c), collectively, the “Unaudited Financial Statements” and the items described in clauses (a) – (c), collectively, the “Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form fairly present in all material respects prior to the Effective Timeconsolidated assets, with liabilities, financial condition and the published rules results of operations and regulations cash flows of the SEC with respect thereto (ii) were Company and its Subsidiaries as of the date and for the period indicated thereby. The Audited Financial Statements have been prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied GAAP. The Unaudited Financial Statements have been prepared in accordance with Applicable Accounting Principles. All necessary accruals are accounted for on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the financial condition, the cash flows and operating results of Enlivex as of the dates and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes Balance Sheet and are subject to normal adequate and recurring year-end adjustmentsproperly reflect the expenses associated therewith in accordance with Applicable Accounting Principles, which will notincluding accruals for vacation expenses, individually or in the aggregate, be material)severance payments and Taxes. (b) Enlivex The Company maintains adequate disclosure controls a standard system of accounting established and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivexadministered in accordance with GAAP, including complete books and records in written or electronic form. (c) None Neither the Company nor any of Enlivex, or its Subsidiaries are party to any director, officer, employee, or internal or external auditor securitization transactions and “off-balance sheet arrangements” (as defined in Item 303 (a)(4) of Enlivex has received or otherwise had or obtained Knowledge Regulation S-K of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practicesthe SEC). (d) During Neither the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of Company nor any of its Indebtedness. (g) Enlivex is not Subsidiaries, with or without the consent of the Board of such Company or Subsidiary, has extended or maintained credit, arranged for the extension of credit, modified or renewed an extension of credit, in the form of a party topersonal loan or otherwise, nor does it have to or for any commitment to become a party to, any joint venture, partnership agreement director or executive officer of the Company or any similar Contract (including any Contract relating to any transactionSubsidiary, arrangement or relationship between Enlivex, on other than in travel and other business expense advancements made in the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case Ordinary Course of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.Business.

Financial Statements. (a) Attached as Section 4.06(a) 4.8 of the Enlivex Company Disclosure Letter includes are true and complete copies of Enlivex’s (i) unaudited the audited consolidated balance sheet as of June 30, 2018 sheets and the related unaudited statements of operationsincome, cash flows flow and changes in shareholdersstockholders’ equity of the Company and its Subsidiaries as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 2015, December 31, 2014 and December 31, 20162013, together with the notes thereto auditor’s reports thereon (the “Audited Financial Statements” and, collectively with the Audited 2015 Segmented Financial Statements and the reports Q1 Financial Statements (each as defined in, and opinions of Enlivex’s independent auditor relating thereto, prepared to be delivered in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (iiwith, Section 6.8), collectively, the “Enlivex Financial Statements”). The Enlivex . (b) Except as set forth on Section 4.8 of the Company Disclosure Letter, the Audited Financial Statements and, when delivered pursuant to Section 6.8, the Audited 2015 Segmented Financial Statements and the Q1 Financial Statements (i) complied, or will comply as to form fairly present in all material respects prior the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in stockholders’ equity (with respect to the Effective TimeAudited Financial Statements only) and their consolidated cash flows for the respective periods then ended (subject, in the case of the Q1 Financial Statements, to normal year-end adjustments), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) were prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries and (iv) when the Audited 2015 Segmented Financial Statements are delivered by the Company for inclusion in the Registration Statement for filing with the published SEC following the date of this Agreement in accordance with Section 6.8, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC with respect thereto SEC, the Securities Exchange Act of 1934 (iithe “Exchange Act”) were prepared and will be preparedthe Securities Act in effect as of the respective dates thereof. The books and records of the Company and its Subsidiaries have been, as the case may beand are being, maintained in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the financial condition, the cash flows any other applicable legal and operating results of Enlivex as of the dates and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivexaccounting requirements. (c) None of EnlivexWhen delivered in accordance with Section 6.8(a), or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. the Audited 2015 Segmented Financial Statements will contain no material difference from the Audited Financial Statements for the year ended 2015 (d) During the periods covered by the Enlivex “Audited 2015 Financial Statements”), there have been no: (i) changes other than the division of such information in the internal control over financial Audited 2015 Financial Statements and use of footnotes as required to properly display segment reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Audited 2015 Segmented Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(aTilion Disclosure Schedule 3.4(a) sets forth copies of the Enlivex Disclosure Letter includes true following (collectively, together with the related notes and complete copies of Enlivex’s any additional financial statements set forth on such Schedule, the “Tilion Financial Statements”): (i) unaudited the audited consolidated balance sheet of Tilion as of October 31, 2001 and 2000 and the audited consolidated statements of operations, shareholders’ equity and cash flows for the fiscal years ended October 31, 2001, 2000 and 1999, together with the audit reports thereon of A▇▇▇▇▇ A▇▇▇▇▇▇▇ LLP, the prior independent certified public accountants of Tilion, and (ii) the unaudited consolidated financial statements of Tilion (balance sheet and income statement) as of June 30, 2018 and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of 2002 and for the three and six months nine month period ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”)2002. The Enlivex Tilion Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be preparedform, as the case may beof their respective dates, in all material respects with applicable accounting requirements of the Financial Accounting Standards Board with respect thereto, taken as a whole, (ii) have been prepared in accordance with GAAP applied on a consistent basis generally accepted accounting principles and practices as in force in the United States from time to time (unless otherwise noted therein“GAAP”) throughout the periods indicated and (iii) fairly presentpresent fairly, in all material respects, the consolidated financial condition, the cash flows and operating results position of Enlivex Tilion as of the respective dates set forth in the Tilion Financial Statements, and the consolidated results of Tilion’s operations and its cash flows for the respective periods indicated therein (set forth in the Tilion Financial Statements; except that the unaudited financial statements do not contain footnotes and Tilion Financial Statements were or are subject to normal and recurring year-end adjustmentsadjustments and lack footnote disclosures, all of which adjustments and footnote disclosures will not, individually or in the aggregate, cause the information presented in the unaudited Tilion Financial Statements to be material)revised or supplemented in a manner that is material and adverse to the business or operations of Tilion taken as a whole. (b) Enlivex maintains adequate disclosure controls Except as and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivexextent reflected, disclosed or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged reserved against in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Tilion Financial Statements, there have been no: (i) changes or as disclosed in the internal control over financial reporting of Enlivex that have materially affectedTilion Disclosure Schedule 3.4(b), or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 2002 (the “Tilion Balance Sheet Date”), Tilion and the Tilion Subsidiaries, taken as a whole, do not have any liabilities or the notes thereto included obligations of any nature, whether absolute, accrued, direct, indirect, contingent, determined, determinable or otherwise (“Liabilities”) required by GAAP to be disclosed in the Enlivex Tilion Financial Statements. Except as set forth on Tilion Disclosure Schedule 3.4(b), (ii) since the Tilion Balance Sheet Date, Tilion has not incurred, created, assumed or guaranteed any Liabilities which, in the aggregate, exceed $100,000, other than trade payables due and owing for liabilities periods consistent with Tilion’s past practices in the ordinary course of business, capitalized leases for equipment, and obligations other Liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2018 practices and (iii) for liabilities and obligations Liabilities incurred in connection with this Agreement. Further, Enlivex does not have any liabilities thatat the Effective Time, individually except as set forth on Tilion Disclosure Schedule 3.4(b) or reflected, disclosed or reserved against in the aggregateTilion Financial Statements, are material to Enlivex. (f) Enlivex has duly paid when due (according to Tilion shall have no Liabilities other than trade payables, capitalized leases for equipment and other Liabilities, in each case incurred in the original payment schedule thereof) all principal and interest payments on account ordinary course of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one handbusiness consistent with past practices, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.Liabilities incurred in connection with this Agreement.

Financial Statements. (a) Section 4.06(a) CFB has made available, or with respect to financial statements at dates or for periods after the date of the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s this Agreement, will promptly make available, to BYFC (i) unaudited the consolidated balance sheets (including related notes and schedules, if any) of CFB and its Subsidiaries as of December 31, 2020, 2019, 2018 and 2017 and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows (including related notes and schedules, if any) for each of the fiscal years ended December 31, 2019, 2018 and 2017, which have been audited, (ii) the consolidated balance sheet (including related notes and schedules, if any) of CFB and its Subsidiaries as of June 30, 2018 2020, and the related unaudited statements of operationsincome (including related notes and schedules, cash flows and changes in shareholders’ equity as of and if any) for the three and six months ended June 30, 2018 2020, which have not been audited, and (iiiii) audited the consolidated balance sheet as of December 31CFB (including related notes and schedules, 2017 if any) and December 31, 2016, and the related audited statements of operationsincome (including related notes and schedules, cash flows and changes in shareholder’ equity for if any) with respect to quarterly periods ended after the years ended December 31most recent quarter end, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP which need not have been audited (such financial statements described referred to in the immediately preceding clauses (i), (ii) and (ii), collectively, iii) being collectively referred to herein as the “Enlivex CFB Financial Statements”). The Enlivex CFB Financial Statements (iA) compliedare true, or will comply as to form accurate and complete in all material respects, and have been prepared from, and are in accordance with, the books and records of CFB and its Subsidiaries, (B) fairly present in all material respects prior to the Effective Timeconsolidated results of operations, with cash flows, changes in shareholders’ equity and consolidated financial position of CFB and its Subsidiaries for the published rules and regulations respective fiscal periods or as of the SEC with respect thereto respective dates therein set forth (ii) were prepared and will be prepared, as subject in the case may beof unaudited statements to year-end audit adjustments normal in nature and amount), in all material respects and (iii) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. Since January 1, 2017, no independent public accounting firm of CFB has resigned (or informed CFB that it intends to resign) or been dismissed as independent public accountants of CFB as a result of or in connection with any disagreements with CFB on a consistent basis matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (unless otherwise noted thereinb) throughout The financial statements contained in the Consolidated Reports of Condition and Income (FFIEC Form 041 or Form 051, as applicable) or any successor form of the Federal Financial Institutions Examination Council (“Call Reports”) of CFB Bank for all of the periods ending on or after December 31, 2017 (i) are true, accurate and complete in all material respects, (ii) have been prepared in accordance with GAAP and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (iii) fairly present, present in all material respects, respects the financial condition, the cash flows and operating results condition of Enlivex CFB Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity for the respective periods indicated therein (except that the unaudited financial statements do not contain footnotes and are set forth therein, subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None Neither CFB nor any of Enlivexits Subsidiaries has any liability of any nature whatsoever (whether absolute, or any directoraccrued, officer, employee, or internal or external auditor of Enlivex has received contingent or otherwise had and whether due or obtained Knowledge of any complaintto become due), allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) except for those liabilities that are reflected or reserved against on Enlivex’s the consolidated balance sheet of CFB as of June 30, 2018 or the notes thereto 2020 included in the Enlivex CFB Financial Statements, (ii) Statements and for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred 2020, or in connection with this AgreementAgreement and the transactions contemplated hereby. (d) Each of CFB and CFB Bank has in place sufficient systems and processes that are customary for financial institutions the size of CFB and CFB Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the CFB Financial Statements and CFB Bank’s financial statements, Enlivex does including the Call Reports, (ii) in a timely manner accumulate and communicate to CFB and CFB Bank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in CFB Financial Statements and CFB Bank’s financial statements, including the Call Reports, or any report or filing to be filed or provided to any Regulatory Authority, (iii) ensure access to CFB and CFB Bank’s assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such assets is compared with existing assets at regular intervals. (e) Since January 1, 2017, (i) neither CFB nor any of its Subsidiaries, nor, to the Knowledge of CFB, any Representative of CFB or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of the systems and processes or the accuracy or integrity of CFB Financial Statements, CFB Bank’s financial statements, including the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of CFB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that CFB or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing CFB or any of its Subsidiaries, whether or not have employed by CFB or any liabilities thatof its Subsidiaries, individually has reported evidence of a material violation of securities laws, breach of fiduciary duty or in similar violation by CFB or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the aggregateBoard of Directors of CFB or any committee thereof or the Board of Directors or similar governing body of any CFB Subsidiary or any committee thereof, are material or to Enlivexthe Knowledge of CFB, to any director or officer of CFB or any CFB Subsidiary. There has been no instance of fraud by CFB or any of its Subsidiaries, whether or not material, that occurred during any period covered by CFB Financial Statements. (f) Enlivex has duly paid when due (according The independent registered public accounting firm engaged to express its opinion with respect to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one handCFB Financial Statements is, and any unconsolidated Affiliatehas been throughout the periods covered thereby, including any structured finance, special purpose or limited purpose entity or Person, on “independent” within the other hand), or any offmeaning of Rule 2-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) 01 of Regulation S-K.X.

Financial Statements. (a) Section 4.06(a) The balance sheet of the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s (i) unaudited balance sheet Borrower as of June at September 30, 2018 1996, and the related unaudited income statement and statements of operations, cash flows and changes in shareholders’ stockholders' equity as of and the Borrower for the three nine-month period then ended, and six months ended June 30the accompanying footnote, 2018 together with the opinion thereon as to the statements, of Ernst & Young LLP, independent certified public accountants, and (ii) audited the unaudited balance sheet of the Borrower as of at December 31, 2017 and December 31, 20161995, and the related audited income statement and statements of operations, cash flows and changes in shareholder’ stockholders' equity for the years ended December 31fiscal year then ended, 2017 copies of which have been furnished to the Bank, are complete and December 31, 2016, together with correct and fairly present the notes thereto financial condition of the Borrower as at such dates and the reports and opinions results of Enlivex’s independent auditor relating theretothe operations of the Borrower for the periods covered by such statements, prepared all in accordance with GAAP consistently applied (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the financial condition, the cash flows and operating results of Enlivex as of the dates and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustmentsadjustments in the case of the interim financial statements). There are no liabilities of the Borrower, fixed or contingent, which will not, individually are material but are not reflected in the financial statements or in the aggregateNote thereto, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those than liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred arising in the ordinary course of business consistent with past practice since June September 30, 2018 and (iii) for liabilities and obligations incurred 1996. No information, exhibit or report furnished by the Borrower to the Bank in connection with the negotiation of this AgreementAgreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statement contained therein not materially misleading. Since September 30, Enlivex does 1996, there has been no material adverse change in the condition (financial or otherwise), business, operations or prospects of the Borrower. (b) The consolidated balance sheet of FAvS and its Consolidated Subsidiaries as at January 31, 1997, and the related consolidated income statement and statements of cash flows and changes in stockholders' equity of FAvS and its Consolidated Subsidiaries for the fiscal year then ended, and the accompanying footnote, together with the opinion thereon as to the consolidated statements, of Ernst & Young LLP, independent certified public accountants, and the unaudited consolidated balance sheet of FAvS and its Consolidated Subsidiaries as at October 31, 1997, and the related consolidated income statement and statements of cash flows and changes in stockholders' equity for the fiscal year then ended, copies of which have been furnished to the Bank, are complete and correct and fairly present the financial condition of FAvS and its Consolidated Subsidiaries as at such dates and the results of the operations of FAvS and its Consolidated Subsidiaries for the periods covered by such statements, all in accordance with GAAP consistently applied (subject to year-end adjustments in the case of the interim financial statements). There are no liabilities of the FAvS or its Consolidated Subsidiaries, fixed or contingent, which are material but are not have any liabilities that, individually reflected in the financial statements or in the aggregateNote thereto, are material to Enlivex. (f) Enlivex has duly paid when due (according other than liabilities arising in the ordinary course of business since October 31, 1997. No information, exhibit or report furnished by FAvS to the original payment schedule thereof) all principal and interest payments on account Bank in connection with the negotiation of this Agreement contained any material misstatement of its Indebtedness. (g) Enlivex is not fact or omitted to state a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement material fact or any similar Contract fact necessary to make the statement contained therein not materially misleading. Except as otherwise set forth on Schedule 5.5(b) attached hereto, since October 31, 1997, there has been no material adverse change in the condition (including any Contract relating to any transaction, arrangement financial or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other handotherwise), business, operations or any off-balance sheet arrangement, which, the case prospects of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.FAvS and its Consolidated Subsidiaries on a consolidated basis.

Financial Statements. (a) Section 4.06(aAttached as Schedule 2.7(a) of the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s hereto are (i) unaudited an audited consolidated year-end balance sheet of the Corporations as of June 30, 2018 2006 and the related unaudited consolidated statements of operationsincome, shareholders equity and cash flows flow of the Corporations for the fiscal year then ended, (ii) the unaudited consolidated year-end balance sheets of the Corporations as of June 30, 2005 and changes in 2004 and consolidated statements of income, shareholders’ equity and cash flow of the Corporations for each of the fiscal years then ended and (iii) an unaudited consolidated balance sheet of the Corporations as of February 28, 2007 and unaudited consolidated statements of income, shareholders’ equity and cash flow for the three eight-month period then ended. Such balance sheets and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016, together with the notes thereto and fairly present in all material respects the reports and opinions consolidated financial position of Enlivex’s independent auditor relating thereto, prepared the Corporations at the respective dates thereof in accordance with GAAP (and such financial statements described in of income, shareholders’ equity and cash flow and the immediately preceding clauses (i) and (ii)notes thereto fairly present the consolidated results of operations for the periods referred to therein, collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly presentGAAP, in all material respects, the financial condition, the cash flows and operating results of Enlivex as of the dates and for the periods indicated therein (except that the unaudited financial statements have no notes attached thereto and do not contain footnotes and are subject to normal and recurring have year-end adjustmentsaudit adjustments (none of which would be material or recurring). All of the foregoing financial statements were prepared from the books and records of the Corporations. The Corporations do not utilize any percentage of completion or similar method of accounting for revenue, which will not, individually income or cost recognition purposes. The Corporations have not in the aggregatepast five (5) fiscal years written off any software development costs, be material)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 the Corporations. All properties used in the Corporations’ 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, shareholders’ equity and cash flows and the notes thereto are herein collectively referred to as the “Financial Statements” and June 30, 2006 is herein referred to as the “Financial Statement Date.” (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made Except as set forth in Schedule 2.7(b) hereto, the Corporations do not have any Indebtedness, obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, known or unknown to the Chief Executive Officer Corporations, whether due or to become due) arising out of Enlivex by others within Enlivex. (c) None of Enlivextransactions entered into at or prior to the Closing Date, or any directorstate of facts existing at or prior to the Closing Date, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been noother than: (i) changes liabilities set forth in the internal control over financial reporting February 28, 2007 consolidated balance sheet of Enlivex that have materially affectedthe Corporations, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred that have arisen after February 28, 2007 in the ordinary course of business consistent with past practice since June 30(none of which is a liability resulting from breach of a Contract, 2018 and (iii) Regulation, Order or warranty, tort, infringement or Claim). There is no Person that has Guaranteed, or provided any financial accommodation of, any Indebtedness, obligation or liability of the Corporations or for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or the benefit of the Corporations for the periods covered by the Financial Statements other than as set forth in the aggregateFinancial Statements. As of the Closing Date, are material to Enlivex. (f) Enlivex has duly there will be at least 412,383 British Pounds of UK license fees that have not been paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party toor billed by, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangementCorporations, which, the case of any of the foregoingwhen billed, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) will be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.collectible.

Financial Statements. (a) Section 4.06(a) 2.7 of the Enlivex Company Disclosure Letter includes Schedule sets forth true and complete correct copies of Enlivex’s (i) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2000 and the related consolidated statements of income, changes in owners' equity and cash flows for the fiscal year ended March 31, 2000 (the statements referred to in this sentence, the "Unaudited Company Financial Statements") and (ii) the audited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2001 and the related consolidated statements of income, changes in owners' equity and cash flows for the fiscal year ended March 31, 2001, accompanied by the audit report of Deloitte & Touche LLP, independent public accountants with respect to the Company (the statements referred to in this sentence (including the balance sheets), the "Audited Company Financial Statements" and the balance sheet as of June 30, 2018 and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of December March 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively2001, the “Enlivex Financial Statements”"Audited Company Balance Sheet"). The Enlivex Financial Statements Audited Company Balance Sheet (iincluding the related notes thereto, where applicable) complied, or will comply as to form presents fairly in all material respects prior to the Effective Time, with the published rules and regulations consolidated financial position of the SEC Company and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 2.7 (including the related notes thereto, where applicable) present fairly in all material respects the results of the Company's consolidated operations and cash flows for the fiscal periods therein set forth; each of the Audited Company Financial Statements (including the related notes thereto) and the Unaudited Company Financial Statements comply in all material respects with GAAP with respect thereto (ii) were prepared and will be preparedexcept, in the case of the Audited Financial Statements, as indicated in the related notes thereto, and except, in the case may beof the Unaudited Financial Statements, that there are no notes thereto); and each of the Audited Financial Statements and the Unaudited Company Financial Statements has been prepared in all material respects in accordance with GAAP consistently applied on a consistent basis (unless otherwise noted therein) throughout during the periods indicated involved and consistent with the books and records of the Company and its Subsidiaries (iii) fairly presentexcept, in all material respects, the financial condition, the cash flows and operating results of Enlivex as case of the dates and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Audited Financial Statements, as indicated in the related notes thereto, and except, in the case of the Unaudited Financial Statements, that there have been no: are no notes thereto). Except for (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are fully reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 the Audited Company Balance Sheet or disclosed in the notes related thereto included in the Enlivex Financial Statements, or (ii) for those liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 the date of the Audited Company Balance Sheet and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does which are not have any liabilities thatmaterial, individually or in the aggregate, are the Company does not have any material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account liabilities or obligations of any of its Indebtedness. (g) Enlivex is not a party tonature, nor does it have any commitment whether absolute, accrued, contingent or other and whether due or to become due, which are of a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, type that would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed shown on an audited balance sheet (or described in the notes thereto) prepared in accordance with GAAP. Notwithstanding anything to the contrary in this Agreement, no representation is made as to the amount of the accrual for liabilities under the EAP or the Amended and Restated EAP (which obligations shall have been assumed by the Members immediately prior to the Closing) on any of the financial statements of the Company, including any financial statements delivered pursuant to Item 303(a)(4) of Regulation S-K.Section 5.22.

Financial Statements. (a) Section 4.06(a) of the Enlivex Disclosure Letter includes true True, correct and complete copies of Enlivex’s (i) unaudited the audited consolidated balance sheet of STX Midstream as of December 31 in each of the years 2020, 2021 and 2022, together with the related audited statements of income and retained earnings, members’ equity and cash flows for the periods then ended, and the related notes thereto, accompanied by the report thereon of Deloitte (collectively, the “Audited NET Midstream Parent Financial Statements”), and (ii) the unaudited consolidated balance sheet of NET Midstream as of June 30, 2018 2023, together with the related statements of income and retained earnings, members’ equity, and cash flows for the six (6) month period then ended (collectively, the “Unaudited NET Midstream Parent Financial Statements”) have been provided to Buyer. The Audited NET Midstream Parent Financial Statements and the related unaudited statements of operationsUnaudited NET Midstream Parent Financial Statements (collectively, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016“NET Midstream Parent Financial Statements”), together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, (A) have been prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and covered thereby (iiiexcept as otherwise set forth in the notes thereto), (B) fairly present, present in all material respectsrespects the consolidated financial position, the financial condition, the members’ equity and cash flows of the NET Midstream Company Group and operating the consolidated results of Enlivex the operations of the NET Midstream Company Group as of the dates thereof and for the respective periods indicated set forth therein (except that the unaudited financial statements Unaudited NET Midstream Parent Financial Statements do not contain footnotes all notes required by GAAP and are subject to normal and recurring year-end audit adjustments, which will notnone of which, individually or in as of the aggregateSigning Date, are expected to be material), and (C) have been prepared from, and are in accordance with, the Books and Records of the NET Midstream Company Group in all material respects. (b) Enlivex maintains adequate disclosure controls and procedures designed There are no debts, obligations or Liabilities of the NET Midstream Company Group of a nature required to ensure be reflected on a balance sheet included in the NET Midstream Parent Financial Statements prepared in accordance with GAAP, other than any such debts, obligations, or Liabilities (i) reflected or reserved against on the NET Midstream Parent Financial Statements (or the notes thereto), (ii) incurred by the NET Midstream Company Group since the Balance Sheet Date in the ordinary course of business, or (iii) that material information relating would not have or reasonably be expected to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivexhave a Material Adverse Effect. (c) The NET Midstream Company Group, either itself or on its behalf through Seller or its Affiliates, has implemented and maintained effective written policies, procedures, and internal controls, including an internal accounting controls system, that are reasonably designed to prevent, deter, and detect violations in the NET Midstream Company Group’s financial reporting practices, as appropriate for purposes of consolidated financial reporting of NextEra Energy Partners, LP, a Delaware limited partnership (the indirect owner of all outstanding equity interests of Seller). None of EnlivexSeller, its Affiliates nor any NET Midstream Company Group Member has received written notice from any Governmental Authority concerning noncompliance with, or any directordeficiencies in, officerthe NET Midstream Company Group’s financial reporting practices. There are no significant deficiencies, employeeincluding material weaknesses, in the design or operation of internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practicescontrols over the NET Midstream Company Group’s financial reporting as required under applicable Law. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (iExcept as set forth in Section 3.04(d) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing.Disclosure Schedule, the NET Midstream Company Group does not have any outstanding Indebtedness as of the Signing Date. \\4141-5696-8778 v37 (e) Except (iSet forth on Section 3.04(e) for those liabilities that are reflected of the Disclosure Schedule is a true, complete and accurate list of all bonds, letters of credit, guarantees and similar instruments posted or reserved against on Enlivex’s balance sheet as of June 30, 2018 entered into by any NET Midstream Company Group Member or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred by Seller in connection with this Agreementthe NET Midstream Company Group. True, Enlivex does not correct and complete copies of all such bonds, letter of credit, guarantees and other instruments have any liabilities that, individually or in the aggregate, are material been provided to EnlivexBuyer. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) of The Seller has delivered to the Enlivex Disclosure Letter includes Buyer true and complete copies of Enlivex’s (i) the unaudited combined balance sheet as sheets of June 30the Companies, 2018 Ravenswood VIE and KeySpan Energy Supply, LLC for each of the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the fiscal years ended December 31, 2017 2005, December 31, 2006 and December 31, 2016, together with the notes thereto 2007 and the reports related unaudited combined statements of income and opinions unaudited statements of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP cash flows for the fiscal years then ended (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex "Unaudited Financial Statements”"). The Enlivex Unaudited Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared in good faith and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the combined financial conditionposition and the combined results of operations and cash flows of the Companies, Ravenswood VIE and KeySpan Energy Supply, LLC for the periods indicated. Prior to the Closing, the Seller will deliver to the Buyer true and complete copies of the final audited combined balance sheets of the Companies, Ravenswood VIE and KeySpan Energy Supply, LLC for the fiscal years ended December 31, 2005, December 31, 2006 and December 31, 2007 and the related audited combined statements of income and audited statements of cash flows for the fiscal years then ended (collectively, the "Audited Financial Statements"). The Audited Financial Statements will (i) have been prepared in accordance with GAAP, applied on a consistent basis during the period involved (except as may be stated in the notes thereto) and operating (ii) will fairly present, in all material respects, the combined financial position and the combined results of Enlivex operations and cash flows, as the case may be, of the Companies, Ravenswood VIE and KeySpan Energy Supply, LLC as of the dates times and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject referred to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material)therein. (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within EnlivexThe Target Working Capital Amount was prepared in accordance with GAAP. (c) None For each of Enlivexthe fiscal years ended December 31, or any director2005, officerDecember 31, employee2006 and December 31, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint2007, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes Ravenswood VIE had no assets or operations other than assets and operations in its role as the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; equity participant under the Unit 10/20/30 Facility Lease and (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraudKeySpan Energy Supply, whether LLC had no assets or not material, involving operations other than those directly related to the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any conduct of the foregoing. Business's energy trading activities and the retail energy services business of its Affiliate, KeySpan Energy Services Inc., during such periods. After giving effect to the Restructuring, Ravenswood VIE will not own or lease any asset, property or right used in or related to the Business as conducted as of the date of this Agreement. KeySpan Energy Supply, LLC does not own or lease any asset, property or right used in or related to the Business as conducted as of the date of this Agreement. None of the liabilities of Ravenswood VIE and KeySpan Energy Supply, LLC existing as of the date of this Agreement or arising hereafter (e) Except (i) for those liabilities including any such liablities that are reflected on the Unaudited Financial Statements) have been, or, after giving effect to the Restructuring, will be, transferred to or reserved against on Enlivex’s balance sheet as assumed by either of June 30, 2018 the Companies or prevent or materially impair or delay the ability of the Seller or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with Energy to perform its obligation under this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) of the Enlivex Disclosure Letter includes The Company has made available to DSAC true and complete copies of Enlivex’s (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2020 and December 31, 2019, and the audited consolidated statements of operations and comprehensive loss of the Company and its Subsidiaries for the twelve months ended December 31, 2020 and December 31, 2019 (the “Annual Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2018 2021, and the related unaudited statements consolidated statement of operations, cash flows operations and changes in shareholders’ equity as comprehensive loss of the Company and its Subsidiaries for the three and six months ended June 30, 2018 and 2021 (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016“Interim Financial Statements” and, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectivelyAnnual Financial Statements, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) compliedpresent and, or when delivered pursuant to Section 9.04(c), the Audited Financial Statements will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly presentpresent fairly, in all material respects, the consolidated financial conditionposition, the cash flows and operating results of Enlivex operations, and changes in members’ equity and cash flow of the Company and its Subsidiaries as of the dates and for the periods indicated therein in such Financial Statements or Audited Financial Statements, as applicable, in conformity with GAAP consistently applied throughout the period indicated (except that except, in the unaudited financial statements do not contain case of the Interim Financial Statements, for the absence of footnotes and are subject to other presentation items required by GAAP and for normal and recurring year-end adjustments, which will not, individually or in the aggregate, be adjustments that are not material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure The Audited Financial Statements, when issued, will have been audited in accordance with PCAOB auditing standards by a PCAOB-qualified auditor that material information relating to Enlivex is made known to was independent under Rule 2-01 of Regulation S-X under the Chief Executive Officer of Enlivex by others within EnlivexSecurities Act. (c) None To the knowledge of Enlivexthe Company, the systems of internal accounting controls maintained by the Company and its Subsidiaries are sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or any director, officer, employee, or internal or external auditor specific authorization; (ii) transactions are recorded as necessary to permit preparation of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged financial statements in questionable accounting or auditing practicesconformity with GAAP and to maintain accountability for assets; and (iii) material information is communicated to management as appropriate. (d) During Neither the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of Company nor any of its Indebtedness. (g) Enlivex Subsidiaries is not a party to, nor does it have or is subject to any commitment to become a party to, any joint venture, off-balance sheet partnership agreement or any similar Contract (including any Contract or arrangement relating to any transaction, arrangement transaction or relationship between Enlivexor among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangement, which, the case of any of the foregoing, would arrangements” (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to as defined in Item 303(a)(4303(a) of Regulation S-K.K under the Securities Act), in each case, where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Financial Statements. (e) Neither the Company nor any of its Subsidiaries has received from any employee of the Company or its Subsidiaries any written or, to the knowledge of the Company, oral complaint, allegation, assertion or claim with respect to unlawful or potentially unlawful activity regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries, and the Company and its Subsidiaries have not independently identified or received any written notice from their independent accountants regarding any of the foregoing. (f) Section 5.07(f) sets forth (i) a schedule of all of the outstanding Indebtedness of the Company and its Subsidiaries as of the date hereof, whether or not contingent, and (ii) as of the date hereof, (A) the approximate percentage of the Company Convertible Notes and (B) the approximate percentage of aggregate amount owing pursuant to the Company Convertible Notes, in each case that are not required to convert at or before Closing pursuant to their respective terms or applicable amendment, supplement or acknowledgment (the "Potentially Continuing Convertible Notes").

Financial Statements. (a) Set forth on Section 4.06(a4.08(a) of the Enlivex Company Disclosure Letter includes are true correct and complete copies of Enlivex’s (i) unaudited balance sheet as of June 30, 2018 and the related unaudited audited consolidated financial statements of operationsthe Company and its Subsidiaries, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 2020 and December 312021 (the “Audited Financial Statements”), 2016consisting of (A) audited consolidated balance sheets, (B) audited consolidated statements of operations, (C) audited consolidated statements of changes in shareholder equity, and (D) related notes, together with the notes thereto and report of the reports and opinions of EnlivexCompany’s independent auditor relating theretocertified public accountants (the “Company Auditor”) thereon, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii) the unaudited consolidated financial statements of the Company and its Subsidiaries as of September 30, 2022 and for the nine-months then ended, consisting of (A) an unaudited consolidated balance sheet (the “Interim Balance Sheet”), collectively(B) an unaudited consolidated statement of operations, (C) an unaudited consolidated statement of changes in shareholder equity, and (D) related notes (the “Interim Financial Statements,” and together with the Audited Financial Statements, the “Enlivex Financial Statements”). . (b) The Enlivex Company Auditors audit of the Audited Financial Statements has been conducted in accordance with the requirements of the PCAOB and the SEC, including all applicable Securities Laws. (c) The Financial Statements (i) compliedare materially correct, or will comply as to form complete and fairly present in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance conformity with GAAP applied on a consistent basis (unless otherwise noted therein) throughout basis, the financial position of the Company and its Subsidiaries as of the dates thereof and the results of operations for the periods indicated in such Financial Statements (except in the case of the Interim Financial Statements, normal year-end adjustments) and, (ii) to the extent required to be included, comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant. (d) The Financial Statements (i) were prepared from the Books and Records of the Company and the Subsidiaries; (ii) were prepared in accordance with GAAP consistently applied; and (iii) fairly present, present in all material respects, the financial conditionposition, the results of operations and cash flows and operating results of Enlivex as of the dates Company and the Subsidiaries as at the date thereof and for the periods indicated therein (therein, except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material)as otherwise noted therein. (be) Enlivex maintains adequate disclosure controls The Company and procedures its Subsidiaries have established and maintain systems of internal accounting controls. Such systems are designed to ensure provide, in all material respects, reasonable assurance that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes all transactions are executed in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivexaccordance with management’s internal control over financial reporting; authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Company’s and its Subsidiaries’ assets. None of the Company or its Subsidiaries nor an independent auditor of the Company or its Subsidiaries has identified or been made aware of (i) any significant deficiencies and deficiency or material weaknesses weakness in the system of internal accounting controls utilized by Enlivex; the Company and its Subsidiaries, (iiiii) instances of any fraud, whether or not material, involving that involves the Company or its Subsidiaries’ management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivexthe Company or its Subsidiaries, or (iviii) claims any claim or allegations allegation regarding any of the foregoing. (ef) Except Since September 30, 2022, (the “Interim Balance Sheet Date”) through and including the date of this Agreement, no Material Adverse Effect has occurred. (g) Since the Interim Balance Sheet Date through and including the date of this Agreement, except as expressly contemplated by this Agreement, the other Transaction Agreements or in connection with the Transactions contemplated hereby and thereby, or as required by applicable Law (including COVID-19 Measures), the Company and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business. (h) Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its incorporation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other Transactions contemplated by this Agreement and such Transaction Agreements, as applicable. (i) The Company maintains and, for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as all periods, has maintained, the Books and Records of June 30, 2018 or the notes thereto included Company in the Enlivex ordinary course of business, and the Books and Records are accurate and complete in all material respects and reflect, in reasonable detail, the revenues, expenses, assets and liabilities of the Company. (j) Except as set forth in Section 4.08(j) of the Company Disclosure Letter, all accounts receivable reflected in the Financial Statements, represent arm’s length sales in the ordinary course of business, constitute valid claims of the Company, as applicable, free and clear of all Liens, and are not subject to any dispute, claim, set-off or other defense or counterclaims other than returns in the ordinary course of business. Except as set forth in Section 4.08(j) of the Company Disclosure Letter, since the Interim Balance Sheet Date, (iii) there have not been any write-offs as uncollectible of such accounts receivable, except for liabilities and obligations incurred write-offs in the ordinary course of business consistent with past practice since June 30practice, 2018 and (iiiii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does there has not have any liabilities that, individually or been a material change in the aggregate, are material aggregate amount of such accounts receivable and amounts owing to Enlivexthe Company or any of its subsidiaries or the aging thereof. (fk) Enlivex has duly paid when due (according to Neither the original payment schedule thereof) all principal and interest payments on account of Company nor any of its Indebtedness. (g) Enlivex the Subsidiaries is not a party to, nor does it have or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-“off balance sheet arrangement, which, the case of any of the foregoing, arrangements” that would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to under Item 303(a)(4303(a) of Regulation S-K.K promulgated by the SEC or any “variable interest entities” (within the meaning Accounting Standards Codification 810).

Financial Statements. The Company has furnished to the -------------------- Purchasers the audited consolidated balance sheet of Telor Ophthalmic Pharmaceuticals, Inc., Occupational Health + Rehabilitation Inc and their subsidiaries (acollectively, the "Predecessor Companies") Section 4.06(a) as of December 31, 1995 and the related audited consolidated statements of income, stockholders' equity and cash flows of the Enlivex Disclosure Letter includes true Predecessor Companies for the year ended December 31, 1995, the Unaudited Pro Forma Combined Financial Information as of December 31, 1995 as disclosed in the Offering Memorandum and complete copies of Enlivex’s Proxy Statement dated May 15, 1996 (i) the "Proxy Statement"), the unaudited consolidated balance sheet of the Company and its subsidiaries as of June 30, 2018 1996 (the "Balance Sheet") and the related unaudited consolidated statements of operationsincome, stockholders' equity and cash flows of the Company and changes in shareholders’ equity as of and its subsidiaries for the three and six 6 months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited 1996. All such financial statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, have been prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the financial condition, the cash flows and operating results of Enlivex as of the dates and for the periods indicated therein (except that the such unaudited financial statements do not contain all of the required footnotes and are subject to normal and recurring interim statements do not contain year-end adjustments), or where different from generally accepted accounting principles, SEC requirements, and fairly present the consolidated financial position of the Predecessor Companies, the Company and its subsidiaries as of December 31, 1995 and June 30, 1996, respectively, and the consolidated results of their operations and cash flows of the Predecessor Companies, the Company and its subsidiaries for the year ended December 31, 1995 and the 6 months ended June 30, 1996, respectively. Since the date of the Balance Sheet, (i) there has been no change in the assets, liabilities or financial condition of the Company and its subsidiaries (on a consolidated basis) from that reflected in the Balance Sheet except for changes in the ordinary course of business which will notin the aggregate have not been materially adverse and (ii) none of the business, prospects, financial condition, operations, property or affairs of the Company and its subsidiaries (on a consolidated basis) has been materially adversely affected by any occurrence or development, individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoinginsured against. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) of The Company has delivered to the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s Investor the (i) unaudited audited consolidated balance sheet of the Company for the fiscal years ended December 31, 2018, December 31, 2019 and December 31, 2020, and the related audited consolidated statements of operations, of stockholders’ equity (deficit) and of cash flows of the Company for the fiscal years ended December 31, 2018, December 31, 2019 and December 31, 2020 (the “Balance Sheet Date”) and (ii) unaudited consolidated balance sheet of the Company as of June 30, 2018 2021, and the related unaudited consolidated statements of operations, of stockholders’ equity (deficit) and of cash flows and changes in shareholders’ equity as of and the Company for the three and six months six-month period then ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to have been prepared from the Effective Time, with the published rules books and regulations records of the SEC with respect thereto (ii) were prepared Group Companies and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and indicated, except that the unaudited Financial Statements may not contain all footnotes required by GAAP (iii) the absence of which would not reasonably be expected to be material to the Company, taken as a whole). The Financial Statements fairly present, present in all material respects, respects the financial condition, the cash flows condition and operating results of Enlivex the Group Companies as of the dates dates, and for the periods periods, indicated therein (except that therein, subject in the case of the unaudited financial statements do not contain footnotes and are subject Financial Statements to normal and recurring year-end adjustmentsaudit adjustments that would not reasonably be expected to be material to the Company, which will not, individually or in the aggregate, be material)taken as a whole. (b) Enlivex maintains adequate disclosure controls Since January 1, 2019, each Insurance Subsidiary has timely filed all annual statements (including the audited statutory financial statements) and procedures designed quarterly statements, each together with all exhibits, amendments, interrogatories, schedules and notes thereto and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith (the “Company Statutory Filings”), required to ensure that material information relating to Enlivex is made known be filed with or submitted to the Chief Executive Officer appropriate Governmental Authority of Enlivex each jurisdiction in which such Insurance Subsidiary is licensed, authorized, domiciled, commercially domiciled or eligible on forms prescribed or permitted by others within Enlivexsuch Governmental Authority, including any such Insurance Regulator. The Company has made available to the Investor true and complete copies of all Company Statutory Filings filed with any such Insurance Regulator. The Company Statutory Filings and the respective statements of assets, liabilities, surplus and other funds, reserves and expenses and cash flows included or incorporated by reference therein (i) were prepared in all material respects from the books and records of the applicable Insurance Subsidiary, (ii) present fairly in all material respects the statutory financial condition and results of operations, cash flows and changes in capital and surplus (or stockholders’ equity as applicable) of the applicable Insurance Subsidiary as of the date and for the periods then ended, and (iii) were prepared in accordance with SAP applied on a consistent basis throughout the periods covered thereby. The Company Statutory Filings complied in all material respects with all applicable Laws when filed or submitted, and no material deficiency or material violation has been asserted by any Governmental Authority with respect to the Company Statutory Filings that has not been cured or otherwise resolved to the satisfaction of such Governmental Authority. Except as set forth on Section 3.7(b) of the Company Disclosure Schedule, (i) none of the Company Statutory Filings were prepared on the basis of any permitted accounting practice that is not disclosed in such Company Statutory Filings, (ii) there is no restriction or limitation, imposed by any Governmental Authority (other than as set forth in the applicable Insurance Law), on the ability of any Subsidiary of the Company to declare, make or pay any dividends, directly or indirectly, to the Company or any of such Subsidiaries’ direct or indirect equity owners, and (iii) each Group Company is entitled under applicable Law to take full credit in its Company Statutory Filings for all material amounts reflected in the Company Statutory Filings as being recoverable by it pursuant to any Reinsurance Agreement, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Company Statutory Filings. (c) None The loss reserves and other actuarial amounts of Enlivexthe Insurance Subsidiaries and the Warranty Subsidiaries as of December 31, 2020 and as of June 30, 2021, in each case, recorded in the Company Statutory Filings or Financial Statements, as applicable: (i) were derived from the books and records of the applicable Insurance Subsidiary or Warranty Subsidiary, (ii) were determined in all material respects in accordance with ASOPs in effect on that date (except as may be indicated in the notes thereto), (iii) were computed on the basis of methodologies consistent in all material respects with those used in computing the corresponding reserves in the prior fiscal years (except as may be indicated in the notes thereto), (iv) include provisions for all actuarial reserves that are required to be established in accordance with applicable Laws, (v) meet the requirements of applicable Laws and (vi) make reasonable provision for all unpaid loss and loss adjustment expense obligations under the terms of the Group Companies’ contracts and agreements. Notwithstanding anything to the contrary contained herein, neither the Company nor any of its Affiliates makes any representation or warranty with respect to, and nothing contained in this Agreement is intended or shall be construed to be a representation or warranty (express or implied) of the Company or any of its Affiliates with respect to (i) the adequacy or sufficiency of any of such loss reserves or other actuarial amounts, (ii) the collectability of reinsurance recoverables, or any director, officer, employee, (iii) the effect of the adequacy or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge sufficiency of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practicessuch loss reserves on any “line item.” (d) During the periods covered by the Enlivex Financial Statements, there The Group Companies have been noimplemented and maintained a system of internal accounting controls sufficient to provide reasonable assurance that: (i) changes transactions are executed in the internal control over financial reporting of Enlivex that have materially affected, accordance with management’s general or are reasonably likely to materially affect, Enlivex’s internal control over financial reportingspecific authorizations; and (ii) significant deficiencies transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP or SAP, as applicable, and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances to maintain asset accountability. No Group Company has identified or been made aware of fraud, whether or not material, involving the any fraud that involves management of Enlivex or other employees of Enlivex the Company who have a role in the preparation of financial statements or the internal accounting controls utilized used by Enlivex, any Group Company or (iv) claims any claim or allegations allegation regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. Attached hereto as Exhibit A are the following financial statements (a) Section 4.06(a) of collectively the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s "Financial Statements"): (i) unaudited audited consolidated balance sheet as of June 30, 2018 sheets and the related unaudited statements of operationsincome, cash flows and changes in shareholders’ equity stockholders' equity, and cash flow as of and for the three fiscal year ended December 31, 1994, for the Company and six months ended June 30, 2018 its consolidated Subsidiaries; and (ii) audited consolidated balance sheet sheets and statements of income, changes in stockholders' equity, and cash flow as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 1995 and December 31, 2016, together with 1996 for the notes thereto Company and its consolidated Subsidiaries (the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii"Most Recent Financial Statements"), collectively(iii) unaudited consolidated balance sheets and statements of income, changes in stockholder's equity, and cashflow and as of and for the “Enlivex Financial Statements”)seven months ended July 31, 1997 (the "Most Recent Period End") for the Company and its consolidated Subsidiaries. The Enlivex Financial Statements (iincluding the notes thereto) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were have been prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated covered thereby and (iii) present fairly present, in all material respects, the financial condition, condition of the cash flows Company and operating its consolidated Subsidiaries as of such dates and the results of Enlivex as operations of the dates Company and its consolidated Subsidiaries for such periods, and are consistent with the periods indicated therein (except books and records of the Company and its consolidated Subsidiaries; provided, however, that the unaudited financial statements do not contain footnotes and Most Recent Period End Financial Statements are subject to normal and recurring year-end adjustmentsadjustments and lack footnotes and other presentation items. To Seller's Knowledge, the Company, the Subsidiaries and the Operated Entities do not have any liabilities that are required to be reflected in a balance sheet which is prepared in accordance with GAAP, which will not, individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivexwould have a Material Adverse Effect, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: except for (i) changes liabilities reflected or reserved against in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reportingMost Recent Period End Financial Statements; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred have arisen in the ordinary course of business consistent with past practice since June 30after July 31, 2018 and 1997; or (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or described in the aggregate, are material to EnlivexDisclosure Schedule. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(aThe Company has provided to Purchaser a correct and complete copy of an audited consolidated balance sheet (including any related notes thereto) of the Enlivex Disclosure Letter includes true Company and complete copies its Subsidiaries for each of Enlivex’s (i) unaudited balance sheet as of June 30, 2018 and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 2012, 2013 and 2014 together with the audited consolidated statement of income and cash flows for each of the years ended December 31, 20162012, together with the notes thereto 2013 and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP 2014 (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Audited Financial Statements”). The Enlivex Audited Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods involved (except as may be indicated in the notes thereto), are consistent with and (iii) were prepared from the books and records of the Company and its Subsidiaries, and fairly present, present in all material respects, respects the financial condition, the results of its operations and income and cash flows of the Company and operating results of Enlivex its Subsidiaries as of the respective dates thereof and for the respective periods indicated therein (indicated, except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or as otherwise set forth in the aggregatenotes thereto. For purposes of this Agreement, be materialthe “Balance Sheet Date” refers to the latest date covered by the Audited Financial Statements (i.e., December 31, 2014). (b) Enlivex maintains adequate disclosure controls The Company has provided to Purchaser a correct and procedures designed complete copy of the unaudited consolidated balance sheet of the Company and its Subsidiaries for the three (3) month period ended March 31, 2015, together with the unaudited consolidated statement of income and cash flows for the three (3) month period ended on March 31, 2015 (the “Unaudited Financial Statements” and, collectively with the Audited Financial Statements, the “Financial Statements”). The Unaudited Financial Statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in any notes thereto), are consistent with and were prepared from the books and records of the Company and its Subsidiaries, and fairly present in all material respects the financial condition, results of its operations and income and cash flows of Company and its Subsidiaries as of the respective dates thereof and for the respective periods indicated, except that the Unaudited Financial Statements do not contain notes and are subject to ensure that material information relating to Enlivex is made known to the Chief Executive Officer normal year-end adjustments (none of Enlivex by others within Enlivexwhich would be materially adverse). (c) None The Company and its Subsidiaries maintain books and records accurately reflecting their material assets and material liabilities and a system of Enlivexinternal controls that management reasonably believes is sufficient to ensure that transactions are recorded as necessary to permit preparation of financial statements of the Company and its Subsidiaries in conformity with GAAP and to maintain asset accountability, and to provide adequate assurance that material transactions and access to assets are authorized only by management. Company and its Subsidiaries do not maintain any off-the-book accounts. The Company has disclosed to Purchaser any known or, to the knowledge of the Company, alleged fraud, respecting the Company and its Subsidiaries within the past three (3) years that involves management or any director, officer, employee, other employees who have had a significant role in the Company’s or its Subsidiaries’ internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practicescontrol over financial reporting. (d) During The accounts receivable reflected on the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred Statements derive from bona fide sales transactions entered into in the ordinary course of business and are payable on the terms and conditions set forth in the applicable Contract to which they relate, subject to appropriate reserves for doubtful accounts. The amount carried for doubtful accounts and allowances disclosed in the Financial Statements was calculated in accordance with GAAP and in a manner consistent with past practice since June 30, 2018 prior periods. All accounts payable of the Company and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually its Subsidiaries reflected on the Financial Statements or arising thereafter derive from bona fide transactions entered into in the aggregate, ordinary course of business and have been paid or are material to Enlivexnot yet due or payable. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) of the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s Sellers: (i) unaudited balance sheet as have heretofore furnished to Buyer and Parent audited consolidated financial statements of June 30, 2018 the Company and the related unaudited statements Company Subsidiaries consisting of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (iiI) audited consolidated balance sheet as of sheets at December 31, 2017 2004 and December 312005, 2016, (II) consolidated profit and the related audited loss statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 2004 and 2005, and (III) consolidated statements of cash flows for the years ended December 31, 20162004 and 2005, together with the notes thereto report of the Company’s auditors thereon and the reports and opinions of Enlivex’s independent auditor relating notes thereto, prepared in accordance with GAAP and the Russian Company Balance Sheet; (such ii) will deliver to Buyer and Parent prior to the Closing Date, and promptly upon preparation thereof: (1) the 2006 Audited Financial Statements; and (2) the 2007 Interim Financial Statements (if required under Section 8.5). The financial statements described in the immediately preceding clauses (i) and (ii), collectively, ) are collectively referred to as the “Enlivex "Financial Statements”). The Enlivex . (b) As of the Closing Date, the 2006 Audited Financial Statements and the 2007 Interim Financial Statements (iA) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were have been prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated US GAAP, and SEC Regulation S-X and audited in accordance with PCAOB requirements and (iiiB) present fairly present, in all material respects, and accurately the consolidated financial condition, position of the Company and the Company Subsidiaries at the dates thereof and the consolidated results of operations and cash flows and operating results of Enlivex as of the dates Company and the Company Subsidiaries for the periods indicated therein (then ended, except that the unaudited financial statements do not contain footnotes Financial Statements were prepared on an interim basis and are subject to normal and recurring year-end audit adjustments. Except as and to the extent reflected or reserved against in the Russian Company Balance Sheet, which will notat the date of the Russian Company Balance Sheet, individually neither the Company nor any of the Company Subsidiaries had any material liability or obligation whether absolute or contingent, or accrued or unaccrued, required to be disclosed in the Russian Company Balance Sheet, or in the aggregatenotes thereto, be material). (b) Enlivex maintains adequate disclosure controls in accordance with Russian Accounting Standards. Except as and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer extent reflected or reserved against in the 2006 Audited Financial Statements and the 2007 Interim Financial Statements, at the Closing Date, neither the Company nor any of Enlivex by others within Enlivex.the Company Subsidiaries had any material liability or obligation whether absolute or contingent, or accrued or unaccrued, required to be disclosed in the 2006 Audited Financial Statements or the 2007 Interim Financial Statements, or in the notes thereto, in accordance with US GAAP and SEC Regulation S-X. (c) None The books of Enlivex, or any director, officer, employee, or internal or external auditor account and financial records of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by Company and the Enlivex Financial Statements, there Company Subsidiaries have been no: prepared and are maintained in accordance with good accounting practice and applicable Laws. Notwithstanding the generality of the foregoing, the Company and each Company Subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) changes transactions are executed in the internal control over financial reporting of Enlivex that have materially affected, accordance with management’s general or are reasonably likely to materially affect, Enlivex’s internal control over financial reportingspecific authorizations; (ii) significant deficiencies transactions are recorded as necessary to permit preparation of the 2006 Audited Financial Statements and material weaknesses the 2007 Interim Financial Statements in internal accounting controls utilized by Enlivexconformity with US GAAP and to maintain asset accountability; (iii) instances of fraud, whether access to assets is permitted only in accordance with management’s general or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or specific authorization; (iv) claims or allegations regarding the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any of differences; (v) all receivables from the foregoing. (e) Except (i) for those liabilities that customers are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 accounted for; and (iiivi) for liabilities all transactions, including, without limitation, the disposition of assets, the incurrence of Liabilities, the recordation of expenses and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregatedocumentation of contractual arrangements, are material to Enlivex. (f) Enlivex has duly paid when due (according to recorded in compliance with applicable Law and fairly reflect the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract transactions (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, purpose of each transaction and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other handparty with whom it was concluded), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K..

Financial Statements. (a) Section 4.06(a) of AiXin BVI has made available to the Enlivex Disclosure Letter includes true Company correct and complete copies of Enlivex’s (i) unaudited the audited balance sheet sheets of AiXin Zhonghong as of June December 31, 2016 and 2015 (the “AiXin Zhonghong Balance Sheets”) and the related audited statements of operations and comprehensive loss, stockholders’ equity (deficit) and cash flows for the fiscal years ended December 31, 2016 and December 31,2015, together with the notes to such statements and the report of its independent certified public accountants with respect thereto, and the unaudited interim balance sheets of AiXin Zhonghong as of September 30, 2018 2017 and 2016 and the related unaudited statements of operations, operations and comprehensive loss and cash flows and changes in shareholders’ equity as of and for the three and six nine months ended June September 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31September 30, 2016, together with the notes thereto and to such statements (collectively, the reports and opinions of Enlivex’s independent auditor relating “AiXin Zhonghong Financial Statements”). (b) The AiXin Zhonghong Financial Statements (including any related notes thereto, ) were prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with U.S. GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods involved (except as may be indicated in the notes thereto) and (iii) each fairly present, presents in all material respects, respects the financial condition, positions of AiXin Zhonghong at the respective dates thereof and the results of its operations and cash flows and operating results of Enlivex as of the dates and for the periods indicated therein (indicated, except that the unaudited interim financial statements do not contain footnotes and were or are subject to normal and recurring year-end adjustmentsadjustments which were not or are not expected to have a material adverse effect upon the business, which will notprospects, individually management, properties, operations, condition (financial or otherwise) or results of operations of AiXin Zhonghong (“Material Adverse Effect”). The balance sheets of AiXin Zhonghong included in the aggregateAiXin Zhonghong Financial Statements are true and accurate and present fairly as of their respective dates the financial condition of AiXin Zhonghong. As of the date of such balance sheets, be material). (b) Enlivex maintains adequate disclosure controls except as and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer extent reflected or reserved against therein, AiXin Zhonghong had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets of Enlivex AiXin Zhonghong or the notes thereto prepared in accordance with U.S. GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of AiXin Zhonghong, in accordance with U.S. GAAP. The statements of operations, stockholders’ equity and cash flows of AiXin Zhonghong reflect fairly the information required to be set forth therein by others within EnlivexU.S. GAAP. All of AiXin Zhonghong’s assets are reflected in the AiXin Zhonghong Financial Statements, and, except as set forth in the AiXin BVI Schedules or the AiXin Zhonghong Financial Statements or the notes thereto, AiXin Zhonghong has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (c) None AiXin BVI and each of Enlivex, the Subsidiaries has duly and punctually paid all governmental fees and taxes which it has become liable to pay and has duly allowed for all taxes reasonably foreseeable and is under no liability to pay any penalty or interest in connection with any director, officer, employee, claim for governmental fees or internal taxation and AiXin BVI and each of the Subsidiaries has made any and all proper declarations and returns for taxation purposes and all information contained in such declarations and returns is true and complete and full provision or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged reserves have been made in questionable accounting or auditing practicesits financial statements for all governmental fees and taxation. (d) During The books and records, financial and otherwise, of AiXin BVI and each of the Subsidiaries are in all material aspects complete and correct and have been maintained in accordance with generally accepted accounting principles consistently applied throughout the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoinginvolved. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet AiXin BVI and AiXin HK have not conducted any business operations and as of June 30, 2018 or the notes thereto included date hereof the liabilities and commitments of AiXin BVI and AiXin HK in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred aggregate are not in the ordinary course excess of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex$10,000. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(aThe audited consolidated special purpose financial statements (including the audited consolidated balance sheet and related statements of income, cash flows and changes in equity) for the year ended March 31, 2019 and containing the financial information for the years ended March 31, 2019, 2018 and 2017 (the “Company Audited Financial Statements”) of the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s Company, the audited consolidated financial statements (i) unaudited including the audited consolidated balance sheet and related statements of income, cash flows and changes in equity) as of June and for the year ended March 31, 2017 (the “Predecessor Audited Financial Statements”) of Global Blue Investment & Co S.C.A. (the “Predecessor”) and the reviewed consolidated interim financial statements as of and for the six months ended September 30, 2018 2019 (the “Unaudited Financial Statements”) of the Company, together with related notes, have been prepared in accordance with IFRS on a consistent basis throughout the periods involved, except as disclosed therein, and present fairly, in all material respects, the related unaudited statements financial position, results of operations, cash flows and changes in shareholders’ shareholder equity of the Company and the Predecessor, as of applicable, and their respective consolidated Subsidiaries, on the basis stated therein at the respective dates or for the three respective periods to which they apply and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016were derived from, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form accurately reflect in all material respects prior to respects, the Effective Time, with the published rules books and regulations records of the SEC with respect thereto (ii) were prepared Company and will be preparedthe Predecessor, as applicable, and their respective consolidated Subsidiaries (in the case may beof operating data). True, correct and complete copies of the Company Audited Financial Statements, the Predecessor Audited Financial Statements and the Unaudited Financial Statements are contained in Folder 2.2 of the Data Room. (b) The books of account and other financial records of the Group have been kept accurately in all material respects in accordance with GAAP applied on the ordinary course operation of the business of the Group, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Group have been properly recorded therein in all material respects. The Group has established and maintains a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly presentsystem of internal accounting controls which is intended to provide, in all material respects, the financial condition, the cash flows and operating results of Enlivex as of the dates and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been noreasonable assurance: (i) changes that transactions, receipts and expenditures of the Group are being executed and made only in accordance with appropriate authorizations of management of the Company, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Group, (iv) that the amount recorded for assets on the books and records of the Group is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference and (v) that accounts, notes and other receivables and inventory are recorded accurately. Since March 31, 2019, no member of the Group has received from its independent auditors any written notification of any (x) “significant deficiency” in the internal control controls over financial reporting of Enlivex that have materially affectedthe Group, or are reasonably likely to materially affect, Enlivex’s (y) “material weakness” in the internal control controls over financial reporting; reporting of the Group or (iiz) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the that involves management of Enlivex or other employees of Enlivex the Group who have a significant role in the preparation of internal controls over financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any reporting of the foregoingGroup. (ec) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as set forth in Folder 2.1 of June 30the Data Room, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have no Group member is party to any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating material amendments or modifications thereof) with respect to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.material Indebtedness.

Financial Statements. (a) Section 4.06(aSchedule 3.7(a) contains copies of the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s following financial statements (collectively, the “Financial Statements”): (i) unaudited The audited consolidated balance sheet as of June 30, 2018 and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet Acquired Companies as of December 31, 2017 2024 and December 31, 20162023, and the related audited consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows and changes in shareholder’ equity for the years each year then ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Audited Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto ; and (ii) were prepared The unaudited consolidated balance sheet of the Acquired Companies as of December 31, 2025 (the “Most Recent Balance Sheet”) and will be preparedthe related consolidated statements of operations, as comprehensive income, stockholders’ equity and cash flows for the case may be, in all material respects in accordance with GAAP applied on a consistent basis twelve-month period then ended. (unless otherwise noted thereinb) throughout Each of the periods indicated and (iii) fairly presentFinancial Statements presents fairly, in all material respects, the consolidated financial conditionposition of the Acquired Companies at the dates thereof and related consolidated statements of operations, the comprehensive income, stockholders’ equity and cash flows and operating results of Enlivex as of the dates and Acquired Companies for the periods indicated therein then ended, as applicable, in accordance with GAAP, except (except i) as may be stated in the notes thereto, (ii) that the unaudited financial statements do not contain footnotes and Financial Statements are subject to normal and recurring year-end adjustments, which will not, individually or in adjustments and lack the aggregate, be materialfootnote disclosures otherwise required by GAAP and (iii) as set forth on Schedule 3.7(b). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None Except as set forth on Schedule 3.7(c), the Acquired Companies have no material debts, liabilities or obligations of Enlivexany kind, whether accrued or fixed, absolute or contingent, or any directormatured or unmatured, officerrequired to be disclosed on a balance sheet prepared in accordance with GAAP, employeeconsistently applied, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been noexcept for: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, liabilities or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are obligations reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial StatementsMost Recent Balance Sheet (including all notes thereto), (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice of the Acquired Companies since June 30the date of the Most Recent Balance Sheet (none of which relates to a breach of Contract, 2018 and breach of warranty, tort, infringement or violation of Law); (iii) for liabilities arising under Contracts, letters of credit, purchase orders, licenses, governmental permits, and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or other business arrangements and commitments listed in the aggregate, are material to Enlivex. Disclosure Schedules; (fiv) Enlivex has duly paid when due Permitted Liens; and (according to v) liabilities included in the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any calculation of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.final Closing Merger Consideration.

Financial Statements. (a) Section 4.06(a4.6(a) of the Enlivex Company Disclosure Letter includes true Schedules sets forth true, correct, and complete copies of Enlivex’s of: (i) unaudited the audited consolidated balance sheet as of June 30, 2018 and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet Acquired Companies reflected therein as of December 31, 2017 2023, December 31, 2022, and December 31, 20162021, and the related audited consolidated statements of operationsincome and comprehensive income, stockholder’s equity and cash flows and changes in shareholder’ equity flow of the Acquired Companies for the years ended December 31, 2017 and December 31, 2016fiscal year then ended, together with the related notes thereto and thereof (the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) “Audited Financial Statements”); and (ii)) the unaudited consolidated balance sheet of the Acquired Companies (the “Company Balance Sheet”) as of September 30, collectively2024 (the “Company Balance Sheet Date”) and the related condensed consolidated statements of income and comprehensive income, stockholder’s equity and cash flows of the Acquired Companies for the nine-month period then ended (the “Interim Financial Statements” and, collectively with the Audited Financial Statements, the “Enlivex Financial Statements”). The Enlivex Except as set forth in the notes to the Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, and with the published rules and regulations exception of the SEC absence of normal year-end audit adjustments and footnotes in the Interim Financial Statements, each of the Financial Statements has been prepared in conformity with respect thereto United States generally accepted accounting principles (ii“GAAP”) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted thereinexcept as may be indicated in the notes thereto) throughout the periods indicated and (iii) fairly presentpresents, in all material respects, the consolidated financial conditionposition, the results of operations and cash flows and operating results of Enlivex the Acquired Companies as of the dates and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material)therein. (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex.The Acquired Companies (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes maintain a standard system of accounting established and administered in the accordance with GAAP and (ii) have established and maintain a system of internal control controls over financial reporting designed to provide reasonable assurance regarding the reliability of Enlivex that have materially affectedthe financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP. Except as disclosed on Section 4.6(b) of the Company Disclosure Schedules, or there (x) are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) no significant deficiencies and material or weaknesses in any system of internal accounting controls utilized used by Enlivex; each of the Acquired Companies, (iiiy) instances has not been since the Lookback Date any fraud or other unlawful wrongdoing on the part of fraud, whether or not material, involving the any of management of Enlivex or other employees of Enlivex the Acquired Companies who have a significant role in the preparation of financial statements Financial Statements or the internal accounting controls utilized used by Enlivexthe Company and each of its Subsidiaries relating to such preparation or controls, or (ivz) claims has not been since the Lookback Date any claim or allegations allegation regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) of the Enlivex Disclosure Letter includes true and complete copies of EnlivexValley’s (ia) unaudited balance sheet as of June 30, 2018 and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and Annual Report on Form 10-K for the three and six months year ended June 30December 31, 2018 and 2020 filed with the SEC under the Securities Exchange Act of 1934, as amended (ii) audited the “Exchange Act”), sets forth the consolidated balance sheet sheets of Valley as of December 31, 2017 2020 and December 31, 20162019, and the related audited consolidated statements of operationsincome, stockholders’ equity and cash flows for the periods ended December 31 in each of the three (3) years 2018 through 2020, accompanied by the audit report of Valley’s independent public accountants, and changes in shareholder(b) Quarterly Report on Form 10-Q for the period ended March 31, 2021 filed with the SEC under the Exchange Act sets forth the unaudited consolidated balance sheets of Valley as of March 31, 2021 and 2020 and the related unaudited consolidated statements of income, stockholders’ equity for and cash flows of the years three (3) months ended December March 31, 2017 2021 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP 2020 (such financial statements described in the immediately preceding clauses (ia) and (ii), b) collectively, the “Enlivex Valley Financial Statements”). The Enlivex Valley Financial Statements (i) compliedincluding the related notes), or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were have been prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP GAAP, regulatory accounting principles and the applicable accounting requirements, in each case, consistently applied on a consistent basis (unless otherwise noted therein) throughout during the periods indicated involved, and (iii) fairly present, in all material respects, present the consolidated financial condition, the cash flows and operating results position of Enlivex Valley as of the respective dates set forth therein, and the related consolidated statements of income, changes in stockholders’ equity and of cash flows (including the related notes, where applicable) fairly present the consolidated results of operations and changes in stockholders’ equity and of cash flows of Valley for the respective fiscal periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material)set forth therein. (b) Enlivex maintains adequate disclosure controls The books and procedures designed to ensure that records of Valley and its Significant Subsidiaries have been and are being maintained in material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivexcompliance with applicable legal and accounting requirements. (c) None Except as and to the extent reflected, disclosed or reserved against in the Valley Financial Statements (including the notes thereto), as of EnlivexDecember 31, 2020, neither Valley nor any of its Subsidiaries had any obligations or liabilities, whether absolute, accrued, contingent or otherwise material to the business, operations, assets or financial condition of Valley or any directorof its Significant Subsidiaries and which are required by GAAP to be disclosed in the Valley Financial Statements. Since December 31, officer2020, employeeneither Valley nor any of its Subsidiaries have incurred any liabilities, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged except in questionable accounting or auditing practicesthe Ordinary Course. (d) During the periods covered Valley has made available to Westchester a copy of Valley’s Consolidated Financial Statements for Bank Holding Companies (on Form FRY 9C) as of December 31, 2020, which includes information regarding “off-balance sheet arrangements” effected by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoingValley. (e) Except KPMG LLP, which has expressed its opinion with respect to the financial statements of Valley and its subsidiaries (iincluding the related notes), is and has been throughout the periods covered by such financial statements (x) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet a registered public accounting firm (as defined in Section 2(a)(12) of June 30the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iiiy) for liabilities and obligations incurred in connection “independent” with this Agreement, Enlivex does not have any liabilities that, individually or in respect to Valley within the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any meaning of the foregoing, would (if Enlivex were subject to rules of applicable bank regulatory authorities and the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.Public Company Accounting Oversight Board.

Financial Statements. (a) Section 4.06(aSeller has furnished with the Securities Exchange Commission (the “SEC”) of the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s (i) unaudited balance sheet as of June 30, 2018 and the related unaudited audited consolidated financial statements of operations, cash flows and changes in shareholders’ equity as of and for the three fiscal years ended December 31, 2012 (the “2012 Financial Statements”) and December 31, 2011 and has furnished with the SEC unaudited consolidated financial statements for the six months ended June 30, 2018 and 2013 (ii) audited balance sheet as the “June 30 Financial Statements”), each of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity which include segment reporting for the years ended December 31, 2017 and December 31, 2016, Devices & Services business segment (together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively2012 Financial Statements, the “Enlivex SEC Financial Statements”). The Enlivex June 30 Financial Statements do not include all of the information and notes required for complete financial statements. All adjustments, consisting of normal recurring items, necessary to state fairly the results of the interim periods have been included in the June 30 Financial Statements. Attached as Section 3.7 of the Seller Disclosure Letter are the unaudited pro forma carve-out balance sheet and statement of income for the Devices & Services Business as at June 30, 2013 after giving effect to the transactions contemplated by this Agreement (i) compliedthe “Pro Forma Financial Statements”). The SEC Financial Statements, or will comply solely as they relate to form the Devices & Services business segment, present fairly in all material respects prior to the Effective Time, with the published rules financial position and regulations results of operations of the SEC with respect thereto (ii) were Devices & Services business segment, and have been prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP IFRS applied on a consistent basis (unless otherwise noted other than customary exclusions for the June 30 Financial Statements as described therein) throughout the periods indicated and (iii) ). The Pro Forma Financial Statements present fairly present, in all material respects, respects the financial condition, the cash flows position and operating results of Enlivex as operations of the dates Transferred Subsidiaries, Purchased Assets and for Assumed Liabilities, and have been prepared on a consistent basis with and in accordance with the periods indicated therein (except that the unaudited financial statements do Accounting Principles. The Devices & Services Business is not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered liabilities required by the Enlivex Accounting Principles to be set forth on the Pro Forma Financial Statements, there have been no: except for liabilities (i) changes disclosed in the internal control over financial reporting of Enlivex that have materially affected, Pro Forma Financial Statements or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statementshereto, (ii) for liabilities and obligations disclosed in the Seller Disclosure Letter, (iii) incurred in connection with or contemplated by this Agreement or the transactions contemplated hereby, (iv) incurred after the date of the Pro Forma Financial Statements in the ordinary course of business consistent with past practice since June 30business, 2018 and or (iiiv) for liabilities and obligations incurred in connection with this Agreement, Enlivex does that would not have any liabilities that, individually or in the aggregate, are be material to Enlivexthe Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole. (i) Seller has established and maintains disclosure controls and procedures over financial reporting (as such terms are defined in paragraphs (e) and (f) Enlivex has duly paid when due (according to ), respectively, of Rule 13a-15 promulgated under the original payment schedule thereof) all principal and interest payments on account Securities Exchange Act of any of its Indebtedness. (g) Enlivex is not a party to1934, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliateas amended, including any structured finance, special purpose or limited purpose entity or Person, on the other handrules and regulations promulgated thereunder (the “Exchange Act”), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of ) as required by Rule 13a-15 promulgated under the Exchange ActAct and (ii) be the Seller’s disclosure controls and procedures are designed to ensure that information required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.in the Seller’s periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the required time periods.

Financial Statements. (a) Section 4.06(aWithin sixty (60) days of the Enlivex Disclosure Letter includes true end of the fiscal year ended December 31, 2023, the Company will deliver to Acquiror true, complete and complete correct copies of Enlivex’s (i) unaudited the audited consolidated balance sheet as sheets of June 30, 2018 the Company and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet its Subsidiaries as of December 31, 2017 and December 31, 2016, 2023 and the related audited consolidated statements of operations, comprehensive income (loss), changes in shareholders’ equity, and cash flows and changes in shareholder’ equity for the years then ended December 31(collectively, 2017 and December 31, 2016the “2023 Audited Financial Statements”), together with the notes thereto accompanying independent auditors’ reports. (b) Within forty-five (45) days of the end of each fiscal quarter beginning with the fiscal quarter ended March 31, 2023, the Company will deliver to Acquiror true, complete and correct copies of the unaudited consolidated balance sheets of the Company and its Subsidiaries as of such fiscal quarter and the reports related prior period and opinions the related unaudited consolidated statements of Enlivex’s independent auditor relating theretooperations, prepared in accordance with GAAP comprehensive income (such financial statements described in the immediately preceding clauses (i) and (iiloss), collectivelychanges in shareholders’ equity, and cash flows for the periods then ended (the “Enlivex Future Unaudited Financial Statements”). . (c) The Enlivex 2023 Audited Financial Statements and Future Unaudited Financial Statements, when delivered (i) complied, or will comply as to form in all material respects prior to be derived from the Effective Time, with the published rules books and regulations records of the SEC with respect thereto Company and its Subsidiaries, (ii) were prepared and will be prepared, as the case may be, in all material respects prepared in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated (except (x) as otherwise noted therein to the extent permitted by Regulation S-X of the SEC) and, with respect to the 2023 Audited Financial Statements, the standards of the Public Company Accounting Oversight Board and (iiiy) fairly presentin the case of Future Unaudited Financial Statements, in all material respects, the financial condition, the cash flows and operating results of Enlivex as of the dates and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustmentsadjustments and the absence of notes thereto, none of which will not, would be material individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) will fairly present in all material respects the consolidated assets, liabilities, cash flow and financial condition and results of operations of the Company and its Subsidiaries as of the times and for liabilities the periods referred to therein. The 2023 Audited Financial Statements and obligations incurred in connection with this AgreementFuture Unaudited Financial Statements, Enlivex does not have any liabilities that, individually or when delivered by the Company for inclusion in the aggregateRegistration Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.02, are will comply in all material to Enlivex. (f) Enlivex has duly paid when due (according to respects with the original payment schedule thereof) all principal applicable accounting requirements and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on with the one hand, rules and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any regulations of the foregoing, would (if Enlivex were subject to SEC and the reporting requirements Securities Act in effect as of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.such date.

Financial Statements. (a) Section 4.06(a) of the Enlivex Disclosure Letter includes true and complete scruz-net has delivered to NCI copies of Enlivex’s (i) its unaudited balance sheet as of June August 30, 2018 1996, and the related unaudited statements of operations, stockholders' equity and cash flows and changes in shareholders’ equity as of and flow for the three eight (8) month period then-ended and six months ended June 30, 2018 and (ii) audited the unaudited balance sheet as of December 31, 2017 and December 31, 20161995, and the related audited statements of operations, stockholder's equity and cash flows and changes in shareholder’ equity flow for the years twelve (12) month period then ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex "scruz-net Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the financial condition, the cash flows and operating results of Enlivex as of the dates and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material"). (b) Enlivex maintains adequate disclosure controls The scruz-net Financial Statements are complete and procedures designed to ensure that material information relating to Enlivex is made known in accordance with the books and records of scruz-net and present fairly the financial position of scruz-net as of their historical dates. The scruz-net Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") (except for the absence of footnotes) applied on a basis consistent with prior periods. Except and to the Chief Executive Officer extent reflected or reserved against in such balance sheets (including the notes thereto), scruz-net does not have, as of Enlivex by others within Enlivexthe dates of such balance sheets, any liabilities or obligations (absolute or contingent) of a nature required or customarily reflected in a balance sheet (or the notes thereto) prepared in accordance with GAAP. The reserves, if any, reflected on the scruz-net Financial Statements are adequate in light of the contingencies with respect to which they are made. (c) None of Enlivexscruz-net has no debt, liability, or obligation of any directornature, officerwhether accrued, employeeabsolute, contingent, or internal otherwise, and whether due or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oralto become due, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or is not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s in the scruz-net Financial Statements, except for those (i) that may have been incurred after the date of the scruz-net Financial Statements or (ii) that are not required by GAAP to be included in a balance sheet as of June 30, 2018 or the notes thereto included in thereto, except that scruz-net has not established any reserves with respect to the Enlivex Financial Statementscosts and fees associated with this Agreement, (ii) for liabilities the other Transaction Documents, and the transactions contemplated hereby and thereby. All material debts, liabilities, and obligations incurred after the date of the scruz-net Financial Statements were incurred in the ordinary course of business consistent with past practice since June 30business, 2018 and (iii) for liabilities are usual and obligations incurred normal in connection with this Agreement, Enlivex does not have any liabilities that, amount both individually or and in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) of the Enlivex Disclosure Letter includes true Comanche has furnished and made available to Spirit true, correct and complete copies of EnlivexComanche’s (i) unaudited audited consolidated balance sheet as of June 30, 2018 and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet sheets as of December 31, 2017 and December 31, 2016, and the related audited consolidated statements of operationsincome, changes in shareholders’ equity and cash flows and changes in shareholder’ equity for the years ended December 31, 2017 2017, 2016 and December 312015, 2016accompanied by the report thereon of Comanche’s independent auditors, together with the notes thereto and true, correct and complete copies of Comanche’s unaudited consolidated balance sheets as of June 30, 2018, and the reports related consolidated statements of income, changes in shareholders’ equity and opinions of Enlivex’s independent auditor relating theretocash flows for the quarter ended June 30, prepared in accordance with GAAP 2018 (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Comanche Annual and Quarterly Financial Statements”). Comanche has also furnished or made available to Spirit a true, correct and complete copy of the Consolidated Reports of Condition and Income (the “Call Reports”) filed by Comanche Bank as of and for each period during the three years ended December 31, 2017 and for the quarter ended June 30, 2018. The Enlivex Comanche Annual and Quarterly Financial Statements (i) complied, or will comply as and the Call Reports are collectively referred to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, this Agreement as the case may be, in all material respects in accordance with GAAP applied on a consistent basis “Comanche Financial Statements.” (unless otherwise noted thereinb) throughout The Comanche Annual and Quarterly Financial Statements have been prepared from the periods indicated books and (iii) records of Comanche and its Subsidiaries and fairly present, in all material respects, the consolidated financial conditionposition, the results of operations, shareholders’ equity and cash flows and operating results of Enlivex as of Comanche at the dates and for the periods indicated therein in conformity with generally accepted accounting principles (except that “GAAP”) applied on a consistent basis throughout the unaudited periods indicated. The Call Reports fairly present the financial statements do not contain footnotes position of Comanche Bank and are subject to normal the results of its operations at the dates and recurring year-end adjustments, which will not, individually or for the periods indicated in compliance with the aggregate, be material). (b) Enlivex maintains adequate disclosure controls rules and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer regulations of Enlivex by others within Enlivexapplicable federal banking authorities. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any As of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet dates of Comanche Financial Statements and as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course date of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of neither Comanche nor any of its IndebtednessSubsidiaries had any material Liabilities (whether accrued, absolute, contingent or otherwise) except as fully set forth or provided for in such Comanche Financial Statements. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) Section 4.06(a) Attached as the Financial Statement Schedule is a copy of the Enlivex Disclosure Letter includes true and complete copies of Enlivex’s ---------------------------- (i) the unaudited consolidated balance sheet with respect to the Company and the Subsidiaries as of June 30, 2018 2004 (the "Latest Balance Sheet"), and the -------------------- related unaudited statement of income for the year-to-date then ended and (ii) audited consolidated balance sheet, statements of operations, income and statement of cash flows with respect to the Company and changes in shareholders’ equity the Subsidiaries as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016, and the related audited statements of operations, cash flows and changes in shareholder’ equity for the fiscal years ended December 31, 2017 2003 and December 31, 20162002 (collectively the "Financial Statements"). Except as set forth on the attached Financial -------------------- --------- Statements Schedule, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, such financial statements have been prepared in ------------------- accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the financial condition, the cash flows condition and operating results of Enlivex operations of the Company and the Subsidiaries (taken as a whole) as of the dates times and for the periods indicated referred to therein (except that subject, in the case of the unaudited interim financial statements do not contain footnotes and are subject statements, to normal and recurring year-end adjustments, which will not, individually or in audit adjustments and the aggregate, be materialabsence of footnotes). (b) Enlivex maintains adequate disclosure controls Since December 31, 2003, the Company and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex each Subsidiary has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies collected their accounts receivable and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred paid their accounts payable in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or there has been no acceleration in the aggregaterate of such collections or deceleration in the rate of such payments outside the ordinary course of business. The accounts receivable acquired by Buyer at Closing will be bona fide accounts receivable that arose in the ordinary course of business for goods delivered or services rendered or to be rendered. The reserves for doubtful accounts set forth in the Financial Statements as at December 31, 2003 are material to Enlivexconsistent with those used in the ordinary course of business of the Company and each Subsidiary. (fc) Enlivex Neither the Company nor any Subsidiary has duly paid when due (according received any communication or notification from any auditor, regulator or other third party claiming that its system of internal accounting controls has material weaknesses or deficiencies and to the original payment schedule thereof) Company's knowledge no such weaknesses or deficiencies exist. The Company has delivered to Buyer copies of, all principal written descriptions of, and interest payments on account all policies, manuals and other documents promulgating, the system of internal accounting controls of the Company and its Subsidiaries. There has been no, and there does not currently exist any, fraud, whether or not material, that involves management of any part of its Indebtedness. (g) Enlivex is not a party tothe Business, nor does it have any commitment to become a party to, any joint venture, partnership agreement the Company or any similar Contract (including any Contract of the Subsidiaries or the Sellers or other employees who have a significant role in the internal controls relating to any transaction, arrangement or relationship between Enlivex, on the one handBusiness. The attached Financial Statements Schedule contains a ----------------------------- description of all non-audit services performed by the Company's auditors for the Company and the Subsidiaries since the beginning of the immediately preceding fiscal year of the Company and the fees paid for such services. The attached Financial Statements Schedule lists, and any unconsolidated Affiliatethe Company has ----------------------------- delivered to Buyer copies of, including any structured financethe documents creating or governing, special purpose or limited purpose entity or Person, on all of the other hand), or any Company's off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.arrangements.

Financial Statements. (a) Section 4.06(a) The unaudited consolidated and consolidating balance sheets of the Enlivex Disclosure Letter includes true Company and complete copies each of Enlivex’s (i) unaudited balance sheet the Subsidiaries as of June 30, 2018 1997, and the related unaudited consolidated and consolidating statements of operationsincome and expense of the Company and each of the Subsidiaries for the twelve month period ended on June 30, cash flows 1997, which are attached hereto as Exhibit 2.7 (collectively the "Financial Statements"), present fairly in all material respects the financial condition and changes in shareholders’ equity results of operations of the Company and the Subsidiaries as of the dates thereof and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 and December 31, 2016periods then ended. Such Financial Statements have been, and the related audited all interim monthly financial statements of operations, cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating theretoperiods which have been or are to be delivered to Purchaser will be, prepared in accordance with GAAP (such financial statements described in GAAP, consistently applied, except as noted on Schedule 2.7. As to the immediately preceding clauses foregoing, the parties acknowledge and agree that YSI and the Company shall incur no liability by reason of the fact that no reserve for IBNR has been created on the Financial Statements. Except as set forth on Schedule 2.7 hereto, since July 1, 1997: (i) and There has not been any material adverse change in the working capital, financial condition, assets, liabilities (iiwhether absolute, accrued, contingent or otherwise), collectivelyreserves, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, business or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations operations of the SEC with respect thereto Company and the Subsidiaries (taken as a whole); (ii) were prepared and will be prepared, as Neither the case may be, in all material respects in accordance with GAAP applied on a consistent basis Company nor any of the Subsidiaries has suffered any casualty loss (unless otherwise noted thereinwhether or not such loss or damage shall have been covered by insurance) throughout that materially affects the periods indicated and ability of the Company or any of the Subsidiaries to conduct its business; (iii) fairly present, in all material respects, Neither the financial condition, the cash flows and operating results of Enlivex as Company nor any of the dates Subsidiaries has incurred any liability or obligation of any material nature (whether absolute, accrued, contingent or otherwise) except in the ordinary and regular course of business; (iv) Neither the Company nor any of the Subsidiaries has paid, discharged or satisfied any liability or obligation (whether absolute, accrued, contingent or otherwise) other than by payment, discharge or satisfaction in the ordinary and regular course of business and the settlement of any intercompany amounts; (v) Neither the Company nor any of the Subsidiaries has made (A) capital expenditures for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject additions to normal and recurring year-end adjustmentsproperty, which will notplant or equipment exceeding, individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex$500,000.00, or (ivB) claims commitments for addition to property, plant or allegations regarding equipment exceeding, in the aggregate, $100,000.00; (vi) Neither the Company nor any of the foregoing.Subsidiaries has paid any material amount to any federal, state or local government or authority or any other third party for any claim, obligation, liability, loss, damage or expenses, of whatever kind or nature, incurred or imposed or based upon any provision of federal, state or local law or regulations or common law pertaining to environmental protection; (evii) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included There has not been any increase in the Enlivex Financial Statementscompensation or benefits to any employee of the Company or any of the Subsidiaries, (ii) for liabilities and obligations incurred except pursuant to written employment agreements which have been disclosed to the Purchaser or except in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex.business; and (fviii) Enlivex There has duly paid when due (according to not been any transaction by the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, whichSeller, the case of Company or any of the foregoing, would (if Enlivex were subject Subsidiaries relating to the reporting requirements of Section 13a Company or any of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) Subsidiaries outside the ordinary course of Regulation S-K.business.

Financial Statements. (a) Section 4.06(a5.7(a) of the Enlivex Company Disclosure Letter includes true and complete copies of Enlivex’s Schedule includes: (i) unaudited the audited consolidated balance sheet as sheets of June 30JELD-WEN, 2018 inc. and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet its Subsidiaries as of December 31, 2017 and December 312010 (including the notes thereto, 2016if any), and the related audited consolidated statements of operationsincome, shareholders’ equity and cash flows and changes in shareholder’ equity for the years ended December 31, 2017 and December 31, 2016fiscal year then ended, together with the report thereon of PriceWaterhouseCoopers LLP (the “JELD-WEN, inc. Audited Financial Statements”); (ii) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2010 (including the notes thereto thereto, if any), and the reports related audited consolidated statements of income, shareholders’ equity and opinions cash flows for the fiscal year then ended, together with the unqualified report thereon of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP PriceWaterhouseCoopers LLP (such the “Company Audited Financial Statements”); (iii) the unaudited financial statements described in of JELD-WEN, inc. and its Subsidiaries reviewed by PriceWaterhouseCoopers LLP for the immediately preceding clauses three month period ending March 31, 2011 (ithe “JELD-WEN, inc. Q1 Unaudited Financial Statements”); (iv) the unaudited financial statements of the Company and its Subsidiaries (not reviewed by PriceWaterhouseCoopers LLP) for the three month period ending March 31, 2011 (the “Unreviewed Company Q1 Unaudited Financial Statements”); and (ii)v) monthly financial statements of the Company and its Subsidiaries as prepared by the Company’s management for its internal purposes for April 2011 through June 2011 (the “Monthly Financial Statements,” and together with the JELD-WEN, collectivelyinc. Audited Financial Statements, the Company Audited Financial Statements, the JELD-WEN, inc. Q1 Unaudited Financial Statements and the Unreviewed Company Q1 Unaudited Financial Statements, the “Enlivex Financial Statements”). The Enlivex Financial Statements (iincluding the notes thereto, if any) compliedfairly present the consolidated financial condition, cash flows and results of operations of JELD-WEN, inc. and its Subsidiaries, or will comply as to form in all material respects prior to the Effective Time, with the published rules Company and regulations of the SEC with respect thereto (ii) were prepared and will be preparedits Subsidiaries, as applicable, as at the case may bedate thereof and for the period therein referred to, in all material respects present the Non-Core Subsidiaries as discontinued operations and have been prepared in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly presentGAAP, consistently applied, subject in all material respects, the financial condition, the cash flows and operating results of Enlivex as of the dates and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to Enlivex. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject Monthly Financial Statements to the reporting requirements absence of Section 13a footnote disclosure and statements of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation Scash flow, and presentation in a non-K.GAAP format.

Financial Statements. (a) Section 4.06(a) The Company has delivered to Buyer or otherwise made available to Buyer in the electronic data room of the Enlivex Disclosure Letter includes Company true and complete copies of Enlivex’s the following (collectively, the “Financial Statements”): (i) unaudited the audited balance sheet as sheets of the Company dated June 30, 2019, June 30, 2018 and June 30, 2017, and the related unaudited audited statements of operationsincome, stockholders’ equity and cash flows and changes in shareholders’ equity as of and the Company for the three and six months fiscal years ended June 30, 2019, June 30, 2018 and June 30, 2017 (including notes thereto), accompanied by the report thereon of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, CPA, CGMA of Schinogl ▇▇▇▇▇▇ & Partner an independent accounting firm (collectively, the “Audited Financial Statements”); and (ii) audited the unaudited interim balance sheet as of December the Company dated May 31, 2017 and December 31, 20162020 (the “Unaudited Balance Sheet”), and the related audited unaudited interim statements of operationsincome, stockholders’ equity and cash flows and changes in shareholder’ equity of the Company for the years 11-month period ended December May 31, 2017 2020 (collectively, the “Unaudited Financial Statements”). (b) Except as set forth on Company Disclosure Schedule 4.4(b), the Audited Financial Statements (in each case including the notes thereto) were prepared from the Books and December 31, 2016, together Records of the Company in accordance with Accounting Standards consistent in all material respects with the notes thereto and past practices of the reports and opinions of Enlivex’s independent auditor relating theretoCompany throughout the periods covered thereby. Except as set forth on Company Disclosure Schedule 4.4(b), the Unaudited Financial Statements were prepared in accordance with GAAP Accounting Standards (except that such financial statements described in the immediately preceding clauses (iUnaudited Financial Statements do not contain all footnotes required under Accounting Standards and are subject to normal year-end adjustments) and (ii)on a basis and using principles consistent with the preparation of the Audited Financial Statements for the fiscal year ended June 30, collectively, the “Enlivex Financial Statements”)2019. The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly present, in all material respects, the Assets and Liabilities and results of operations, financial condition, the condition and position and cash flows and operating results of Enlivex the Company as of the respective dates thereof and for the periods indicated therein (except that the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments, which will not, individually or in the aggregate, be material). (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivexthen ended. (c) None of EnlivexExcept as set forth on Company Disclosure Schedule 4.3(c) or Company Disclosure Schedule 4.4(c), the Company does not have any Liability or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge obligation of any complaint, allegation, assertion or claimkind, whether written absolute, accrued, asserted or oralunasserted, contingent or otherwise, including, without limitation, any Liabilities or obligations resulting from the Company’s prior ownership of Serv Food, except Liabilities, obligations or contingencies that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations been incurred in the ordinary course of business consistent with past practice since June 30practice, 2018 and (iiiii) for liabilities and obligations have been incurred in connection with the transactions contemplated by this Agreement and which have been or will have been discharged or paid in full prior to the Closing pursuant to the terms of this Agreement, Enlivex (iii) are accrued or reserved against in the Unaudited Balance Sheet, or (iv) are immaterial. Except as set forth on Company Disclosure Schedule 4.4(c), the Company does not have any liabilities thatDebt. Company Disclosure Schedule 4.4(c) sets forth the complete and correct list of each item of Debt as of the date of this Agreement, individually or in identifying the aggregatecounterparty to which such Debt is owed, are material to Enlivexthe title of the instrument under which such Debt is owed and the amount of such Debt as of the dates indicated on such schedule. (fd) Enlivex has duly Company Disclosure Schedule 4.4(d) sets forth the duties and tariffs paid when due (according to by the original payment schedule thereof) Company in 2019 and through August 2020. Except as set forth on Company Disclosure Schedule 4.4(d), the Company is responsible for all principal duties and interest payments tariffs on account international shipments. For all material purchased from any U.S. vendor, whether material is of any of its Indebtedness. (g) Enlivex U.S. or other origin, the Company is not a party to, nor does it have responsible for any commitment to become a party to, any joint venture, partnership agreement duty or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.tariff payments.

Financial Statements. (a) Section 4.06(a) of The Seller has made available to the Enlivex Disclosure Letter includes true Buyer true, correct and complete copies of Enlivex’s (a) (i) the unaudited consolidated balance sheet of the Company Entities, taken as of June 30a whole, 2018 and the related unaudited statements of operations, cash flows and changes in shareholders’ equity as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of December 31, 2017 2018 and December 31, 20162017, and (ii) the related audited consolidated statements of operations, cash flows and changes in shareholder’ equity income for the years ended December 31, 2017 2018 and December 31, 20162017 (collectively, the “Annual Financial Statements”) and (b) (i) the unaudited consolidated balance sheet of the Company Entities, taken as a whole, as of January 31, 2019 (the “Interim Balance Sheet Date”) and (ii) the related unaudited consolidated statements of income for the one-month period ending on the Interim Balance Sheet Date (the “Interim Financial Statements” and, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP (such financial statements described in the immediately preceding clauses (i) and (ii), collectivelyAnnual Financial Statements, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i1) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated and (iii) fairly presentpresent fairly, in all material respects, the consolidated financial condition, the cash flows condition and operating results of Enlivex operations of the Company Entities, taken as a whole, as of the indicated dates and for the periods indicated therein periods, (except that 2) make adequate provision for all established, deferred or contingent liabilities of the unaudited Company Entities, (3) have been prepared in accordance with GAAP, consistently applied and (4) have been prepared in a manner consistent with the preparation of the audited consolidated financial statements do not contain footnotes of the Seller and are subject its Subsidiaries as filed with the Form 10-K of the Seller for the fiscal year ended December 31, 2017 and, to normal and recurring yearthe extent on file with the SEC, December 31, 2018. There is no material off-end adjustmentsbalance sheet transaction, which will notarrangement, individually obligation or in the aggregate, be material)relationship attributable to any Company Entity. (b) Enlivex maintains adequate disclosure controls and procedures designed to ensure that material information relating to Enlivex is made known Except to the Chief Executive Officer extent (and not in excess of Enlivex by others within Enlivex. (cthe amounts) None reflected in the Financial Statements or as disclosed on Section 3.7(b) of Enlivexthe Disclosure Schedule, the Company Entities do not have any material liabilities or obligations of any nature, whether absolute, accrued, unmatured, contingent or otherwise, or any director, officer, employee, unsatisfied judgments or internal any unusual or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting of Enlivex that have materially affected, or are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) significant deficiencies extraordinary commitments other than trade payables and material weaknesses in internal accounting controls utilized by Enlivex; (iii) instances of fraud, whether or not material, involving the management of Enlivex or other employees of Enlivex who have a role in the preparation of financial statements or the internal accounting controls utilized by Enlivex, or (iv) claims or allegations regarding any of the foregoing. (e) Except (i) for those liabilities that are reflected or reserved against on Enlivex’s balance sheet as of June 30, 2018 or the notes thereto included in the Enlivex Financial Statements, (ii) for liabilities and obligations accrued expenses incurred in the ordinary course of business consistent with past practice since June 30, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities that, individually or in the aggregate, are material to EnlivexInterim Balance Sheet Date. (f) Enlivex has duly paid when due (according to the original payment schedule thereof) all principal and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any off-balance sheet arrangement, which, the case of any of the foregoing, would (if Enlivex were subject to the reporting requirements of Section 13a of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Financial Statements. (ai) Section 4.06(a(A) The audited consolidated financial statements of SmartKem as of and for the fiscal years ended December 31, 2020 and December 31, 2019 and the unaudited pro forma consolidated financial statements of the Enlivex Disclosure Letter includes Company (after taking into effect the Share Exchange) (including, in each case, the notes thereto) included in the Delivered Super 8-K comply in all material respects with GAAP and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and (B) true and complete copies of Enlivex’s (i) unaudited balance sheet as of June 30, 2018 and the related unaudited consolidated audited financial statements of operations, cash flows SmartKem and changes in shareholders’ equity its Subsidiaries consisting of the balance sheets of the Company and its Subsidiaries as of and for the three and six months ended June 30, 2018 and (ii) audited balance sheet as of at December 31, 2017 2020 and December 31, 2016, 2019 and the related audited statements of operationsincome and retained earnings, cash flows and changes in shareholderowners’ equity and cash flow for the years then ended December 31including, 2017 and December 31in each case, 2016, together with the notes thereto and the reports and opinions of Enlivex’s independent auditor relating thereto, prepared in accordance with GAAP have been made available to the Purchaser (such the financial statements described referenced in the immediately preceding foregoing clauses (i) and (ii), collectively, the “Enlivex Financial Statements”). The Enlivex Financial Statements (i) complied, or will comply as to form in all material respects prior to the Effective Time, with the published rules and regulations of the SEC with respect thereto (ii) were have been prepared and will be prepared, as the case may be, in all material respects in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout during the periods indicated involved and include all adjustments (iiiconsisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the entities or business to which they relate as of the date thereof, and fairly present, present in all material respects, respects the financial conditionposition of SmartKem and its Subsidiaries taken as a whole, or the cash flows Company and operating results of Enlivex its consolidated Subsidiaries taken as a whole, as applicable, as of the dates and for the dates thereof and the results of operations and cash flows for the periods indicated therein (except that then ended. The pro forma financial information and the unaudited financial statements do not contain footnotes and are subject to normal and recurring year-end adjustmentsrelated notes, which will notif any, individually or included in the aggregateDelivered Super 8-K have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and fairly present in all material respects the information shown therein, be material)and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. (bii) Enlivex The Company (A) maintains adequate disclosure a standard system of accounting established and administered in accordance with GAAP and (B) has established and maintains a system of internal controls and procedures designed to ensure that material information relating to Enlivex is made known to the Chief Executive Officer of Enlivex by others within Enlivex. (c) None of Enlivex, or any director, officer, employee, or internal or external auditor of Enlivex has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Enlivex has engaged in questionable accounting or auditing practices. (d) During the periods covered by the Enlivex Financial Statements, there have been no: (i) changes in the internal control over financial reporting designed to provide reasonable assurance regarding the reliability of Enlivex that have materially affected, or the financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP. There (x) are reasonably likely to materially affect, Enlivex’s internal control over financial reporting; (ii) no significant deficiencies and material or weaknesses in any system of internal accounting controls utilized used by Enlivex; each of the Company’s Subsidiaries, (iiiy) instances has not since the Lookback Date been any fraud or other unlawful act on the part of fraud, whether or not material, involving the any of management of Enlivex or other employees of Enlivex the Company and each of its Subsidiaries who have a role in the preparation of financial statements Financial Statements or the internal accounting controls utilized used by Enlivex, the Company and each of its Subsidiaries related to such preparation or controls and (ivz) claims has not since the Lookback Date been any claim or allegations allegation regarding any of the foregoing. (eiii) Except Neither the Company nor any of its Subsidiaries has any liabilities (iwhether accrued, absolute, contingent or otherwise) for those other than (A) liabilities disclosed on the audited balance sheet (including the notes thereto) or the interim balance sheet (including the notes thereto) and (B) liabilities that are reflected or reserved against on Enlivex’s have been incurred since the date of the latest balance sheet as of June 30, 2018 or the notes thereto Company and the latest balance sheet of SmartKem included in the Enlivex Financial Statements, (ii) for liabilities and obligations incurred Statements in the ordinary course of business consistent with past practice since June 30business, 2018 and (iii) for liabilities and obligations incurred in connection with this Agreement, Enlivex does not have any liabilities thatwhich liabilities, individually or in the aggregate, are not material to Enlivexthe business of the Company and its Subsidiaries (taken as a whole). (fiv) Enlivex has duly paid when due To the knowledge of the Company, BDO LLP (according the “Auditor”), whose report will be filed with the SEC and included in the Super 8-K, is an independent registered public accounting firm with respect to the original payment schedule thereof) all principal Company as required by the Exchange Act and interest payments on account of any of its Indebtedness. (g) Enlivex is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between Enlivex, on the one hand, rules and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on regulations promulgated thereunder and the other hand), or any off-balance sheet arrangement, which, the case of any rules and regulations of the foregoingPublic Company Accounting Oversight Board. The Auditor has not, would (if Enlivex were subject during the periods covered by the Financial Statements provided to the reporting requirements of Company any non-audit services, as such term is used in Section 13a 10A(g) of the Exchange Act) be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K..