Common use of Financial Statements Clause in Contracts

Financial Statements. (a) Section 3.11(a) of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the future.

Financial Statements. (a) Section 3.11(a) of the Seller Disclosure Schedule sets forth copies of the Audited Historical CarveCRA has filed an Annual Report on Form 10-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture K for the fiscal years endedyear ended February 3, respectively1996 and a Quarterly Report on Form 10-Q for the fiscal quarters ended May 4, 20101996, 2011 August 3, 1996 and 2012 November 2, 1996 (together the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”"PUBLIC REPORTS"). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to financial statements included in or incorporated by reference into the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) Public Reports have been prepared in accordance with GAAP, consistently GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and thereby, present in all material respects fairly the financial condition of CRA and its Subsidiaries as of the indicated dates and the results of operations of CRA and its subsidiaries for the Business indicated periods, are consistent with the books and records of CRA and its Subsidiaries, and comply with the material provisions of Regulations S-K and S-X of the Securities Act. Attached as Schedule 3(f) are the unaudited consolidated balance sheet, income statement and cash-flow statement of CRA and its Subsidiaries as of and for the fiscal quarter and fiscal year ended February 1, 1997 (together with the Public Reports and including the related notes and schedules, the "FINANCIAL STATEMENTS") which have been prepared in accordance with GAAP on a basis consistent with the Public Reports, except for footnote disclosures, applied on a consistent basis throughout the periods covered thereby thereby, present fairly the financial condition of CRA and its Subsidiaries as of the indicated dates and the results of operations of CRA and its Subsidiaries for the indicated periods, and are consistent with the books and records of CRA and its Subsidiaries. The financial statements to be delivered pursuant to ss.5(f)(viii) will be derived from the accounting books and records of CRA, will provide adequate disclosure of material changes to the accounts or business of CRA and its Subsidiaries and will be prepared in accordance with GAAP and otherwise on the same basis as the Financial Statements, except for (ithat the monthly financial statements delivered pursuant to ss. 5(f)(viii) pro forma adjustments as identified in Section 3.11(c), (ii) may be subject to normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureadjustments.

Financial Statements. (a) Section 3.11(a) The audited consolidated balance sheet of the Seller Disclosure Schedule sets forth copies of Borrower and its Subsidiaries for the Audited Historical Carve-Out Financial Statements most recently ended Fiscal Year for which financial statements have been delivered pursuant to Section 7.1(b), and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements notes thereto (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been were prepared in accordance with GAAP, GAAP consistently applied throughout the periods period covered thereby (thereby, except as may be indicated in the notes thereto). otherwise expressly noted therein, (eii) The Financial Statements are materially accurate and fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Business Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the periods covered thereby except most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter (i) pro forma adjustments were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as identified in Section 3.11(c)otherwise expressly noted therein, (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) show all material indebtedness and other liabilities, direct or contingent, of the absence Borrower and its Subsidiaries as of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP date of such financial statements, including material liabilities for taxes, material commitments and Indebtedness. (ivc) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity The consolidated forecasted balance sheet and may not be indicative statements of what the Business results of operations, financial position income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 7.1(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable by the Borrower at the time made and at the time so furnished (it being understood and agreed that forecasts are not to be viewed as facts and that actual results during the period or periods covered thereby may differ from the forecasted results and such differences may be in the futurematerial).

Financial Statements. (a) Section 3.11(a) The DevvStream SEC Documents reflect the comparative audited consolidated balance sheet of the Seller Disclosure Schedule sets forth copies DevvStream and its Subsidiaries as of the Audited Historical Carve-Out Financial Statements July 31, 2025, and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) related comparative audited consolidated statements of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenuecomprehensive loss, expenses cash flows and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” andmembers’ equity, together with all related notes and schedules thereto, accompanied by the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheetsreports thereon of DevvStream’s independent auditor (such financial statements, the “DevvStream Financial Statements”). (cb) Except as set forth on Section 3.11(c6.7(b) of the Seller DevvStream Disclosure Schedule sets forth copies of Schedules, the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets DevvStream Financial Statements (i) have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements DevvStream and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and its Subsidiaries or their respective predecessors; (ii) shall have been prepared in accordance with GAAP, consistently applied on a consistent basis throughout the periods covered thereby (involved, except as may be indicated in the notes theretothereto and subject, in the case of the unaudited DevvStream Financial Statements, to the absence of footnotes and year-end adjustments; and (iii) fairly present, in all material respects, the consolidated financial position of DevvStream and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited DevvStream Financial Statements, to the absence of footnotes and year-end adjustments, none of which would be expected to be material individually or in the aggregate). (c) The books of account and other financial records of DevvStream and its Subsidiaries have been kept accurately in all material respects in the ordinary course of business, and the transactions entered therein represent bona fide transactions. (d) DevvStream and its Subsidiaries have devised and maintained a system of internal accounting policies and controls sufficient to provide reasonable assurances that (i) transactions are executed in all material respects in accordance with management’s authorization; (ii) the transactions are recorded as necessary to permit the preparation of financial statements in conformity GAAP and to maintain accountability for assets; and (iii) the amount recorded for assets on the books and records of DevvStream and each of its Subsidiaries is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, “DevvStream Internal Controls”). (e) The DevvStream has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or material weakness in the system of DevvStream Internal Controls utilized by DevvStream or any of its Subsidiaries; (ii) any fraud that involves DevvStream’s or any of its Subsidiaries’ management or other employees who have a role in the preparation of financial statements or the DevvStream Internal Controls utilized by DevvStream or any of its Subsidiaries; or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the DevvStream Internal Controls over financial reporting that would reasonably be expected to materially and adversely affect DevvStream’s, or any of its Subsidiaries’, ability to record, process, summarize and report financial information. (f) Except as set forth on Section 6.7(f) of the DevvStream Disclosure Schedules or to the extent reflected or reserved against in the DevvStream Financial Statements or as incurred in connection with this Agreement, neither DevvStream nor any of its Subsidiaries has incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP with respect to the DevvStream Financial Statements that are materially accurate not adequately reflected or reserved on or provided for in the DevvStream Financial Statements other than (i) Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP, as applicable, that have been incurred since the Latest Balance Sheet Date in the ordinary course of business or (ii) Liabilities that are not, individually or in the aggregate, material in amount or (iii) Liabilities incurred in connection or as permitted by this Agreement, the Ancillary Documents or the Transactions. All debts and present Liabilities, fixed or contingent, which should be included under GAAP on a balance sheet are included in all material respects in the financial condition and results of operations DevvStream Financial Statements as of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations date of such DevvStream Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand. DevvStream has no off-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futurebalance sheet arrangements.

Financial Statements. (a) Section 3.11(aCopies of (a) the audited balance sheet of the Seller Disclosure Schedule sets forth copies Purden Lake as of the Audited Historical Carve-Out Financial Statements December 31, 2008 and the Unaudited Historical Carverelated audited statements of operations, stockholders’ equity and cash flows for the fiscal year ended December 31, 2008, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-Out month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out The Purden Lake Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, GAAP consistently applied throughout the periods covered thereby (involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as may and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be indicated reflected in the Purden Lake Balance Sheets or the notes theretothereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) The Financial Statements All of Purden Lake’s assets are materially accurate and present in all material respects reflected on the financial condition and results of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Purden Lake Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated and, except as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be set forth in the futurePurden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Section 3.11(a) The Company SEC Documents reflect the comparative audited consolidated balance sheet of the Seller Disclosure Schedule sets forth copies Company and its Subsidiaries as of the Audited Historical Carve-Out Financial Statements December 31, 2025 and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) related comparative audited consolidated statements of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenuecomprehensive loss, expenses cash flows and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” andmembers’ equity, together with all related notes and schedules thereto, accompanied by the Audited Historical Carve-Out Financial Statements, reports thereon of the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance SheetsCompany’s independent auditor (such financial statements, the “Company Financial Statements”). (cb) Except as set forth on Section 3.11(c7.7(b) of the Seller Company Disclosure Schedule sets forth copies of Schedules, the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets Company Financial Statements (i) have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements Company and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and its Subsidiaries or their respective predecessors; (ii) shall have been prepared in accordance with GAAP, consistently applied on a consistent basis throughout the periods covered thereby (involved, except as may be indicated in the notes theretothereto and subject, in the case of the unaudited Company Financial Statements, to the absence of footnotes and year-end adjustments; and (iii) fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited Company Financial Statements, to the absence of footnotes and year-end adjustments, none of which would be expected to be material individually or in the aggregate). (c) The books of account and other financial records of the Company and its Subsidiaries have been kept accurately in all material respects in the ordinary course of business, and the transactions entered therein represent bona fide transactions. (d) The Company and its Subsidiaries have devised and maintained a system of internal accounting policies and controls sufficient to provide reasonable assurances that (i) transactions are executed in all material respects in accordance with management’s authorization; (ii) the transactions are recorded as necessary to permit the preparation of financial statements in conformity GAAP and to maintain accountability for assets; and (iii) the amount recorded for assets on the books and records of the Company and each of its Subsidiaries is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, “Company Internal Controls”). (e) The Company has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or material weakness in the system of Company Internal Controls utilized by the Company or any of its Subsidiaries; (ii) any fraud that involves the Company’s or any of its Subsidiaries’ management or other employees who have a role in the preparation of financial statements or the Company Internal Controls utilized by the Company or any of its Subsidiaries; or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Company Internal Controls over financial reporting that would reasonably be expected to materially and adversely affect the Company’s, or any of its Subsidiaries’, ability to record, process, summarize and report financial information. (f) Except as set forth on Section 7.7(f) of the Company Disclosure Schedules or to the extent reflected or reserved against in the Company Financial Statements or as incurred in connection with this Agreement, neither the Company nor any of its Subsidiaries has incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP with respect to the Company Financial Statements that are materially accurate not adequately reflected or reserved on or provided for in the Company Financial Statements other than (i) Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP, as applicable, that have been incurred since the Latest Balance Sheet Date in the ordinary course of business or (ii) Liabilities that are not, individually or in the aggregate, material in amount or (iii) Liabilities incurred in connection or as permitted by this Agreement, the Ancillary Documents or the Transactions. All debts and present Liabilities, fixed or contingent, which should be included under GAAP on a balance sheet are included in all material respects in the financial condition and results of operations Company Financial Statements as of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations date of such Company Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand. The Company has no off-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futurebalance sheet arrangements.

Financial Statements. (aA) Section 3.11(a) The audited consolidated financial statements and related schedules and notes included in the SEC Documents comply in all material respects with the requirements of the Seller Disclosure Schedule sets forth copies Exchange Act and the Act and the rules and regulations of the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenueSEC thereunder, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, generally accepted accounting principles consistently applied throughout the period involved and fairly present in all material respects the financial condition, results of operations, cash flows and changes in stockholders' equity of the Company and its Subsidiaries at the dates and for the periods covered thereby (except presented. The Company previously delivered true and complete copies of the audited consolidated financial statements and related schedules and notes of the Company as may be indicated of January 27, 1996 and January 28, 1995 and for each of the three years in the notes theretoperiod ended January 27, 1996 (the "1995 Audited Financial Statements").. Except as set forth in the Disclosure Letter, the 1995 Audited Financial Statements comply in all material respects with the requirements of the Exchange Act and the Act and the rules and regulations of the SEC thereunder, were prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved and fairly present in all material respects the financial condition, results of operations, cash flows and changes in stockholders' equity of the Company and its Subsidiaries at the dates and for the periods presented. The unaudited quarterly consolidated financial (eB) The unaudited monthly consolidated financial statements for the month of November 1996 (the "Monthly Financial Statements are materially accurate and Statements") previously delivered by the Company to the Purchasers fairly present in all material respects the financial condition and results of operations of the Business Company and its Subsid iaries at the dates and for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c)to which they relate, (ii) normal subject to quarter-end and year-end adjustments (consisting only of normal recurring accruals), and accruals contained have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with the monthly financial statements of the Company for 1994 and 1995 except as otherwise stated therein. Notwithstanding the foregoing, the Monthly Financial Statements do not reflect an inventory shrinkage adjustment, which adjustment shall be an amount not to exceed $560,000. Such inventory shrinkage adjustment shall be provided for in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Monthly Financial Statements into compliance for the months of December 1996 and January 1997. For each fiscal month after the date hereof and prior to the Closing, beginning with GAAP December 1996, as soon as reasonably practicable and (iv) in any event within 14 days after the fact that end of each such fiscal month, the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the future.Company shall prepare and

Financial Statements. (a) Section 3.11(a) of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements[Reserved]. (b) Section 3.11(bThe twelve (12) month cash flow and balance sheet projections of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenueQuantum and its Subsidiaries, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 on a consolidated basis (the “Film Capture Operations Closing Date Projections”), delivered to Lenders prior to the Closing Date were reviewed by the Chief Executive Officer, Chief Financial Statements” andOfficer or Treasurer of Quantum and are based on underlying assumptions which such officer believed to be reasonable on the date such Closing Date Projections were delivered (it being understood that any such forecasts and Closing Date Projections are not to be viewed as facts, together with are subject to uncertainties and contingencies, many of which are beyond the Audited Historical Carve-Out Financial StatementsBorrowers’ control, the Unaudited Historical Carve-Out Financial Statements that no assurance can be given that any particular Closing Date Projections will be realized, that actual results may differ and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”that such differences may be material). (c) Section 3.11(cThe audited consolidated and consolidating balance sheets of Quantum and its Subsidiaries (and such other Persons described therein) as of March 31, 2021, and the Seller Disclosure Schedule sets forth related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, all accompanied by reports thereon containing opinions by independent certified public accountants, copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets which have been prepared based on adjustments delivered to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial StatementsLenders, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated for changes described in the notes thereto). (esuch financial statements) The Financial Statements are materially accurate and present fairly in all material respects the financial condition position of the Loan Parties at such date and the results of their operations for such period. The unaudited consolidated and consolidating balance sheets of Quantum and its Subsidiaries (and such other Persons described therein) as of June 30, 2021, and the related statements of income, and changes in cash flow for the period ended on such date, copies of which have been delivered to Lenders, present fairly in all material respects the financial position of the Business for Loan Parties at such date and the results of their operations at such date. For the purposes of this Section 5.5(c), any restatement of, or supplement to, after the Closing Date, any of the financial statements referred to in the preceding two sentences or of any other financial statements that include the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained referred to in the Film Capture Operations Financial Statementspreceding two sentences shall not result in the representation set forth in this Section 5.5(c) being untrue or inaccurate. (d) Since March 31, (iii) 2021, there has been no change in the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operationscondition, financial position or otherwise, of the Loan Parties as shown on the consolidated balance sheet as of such date and cash flows may be no change in the futureaggregate value of machinery, Equipment and Real Property owned by the Loan Parties, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has been materially adverse.

Financial Statements. (a) Section 3.11(a) The interim unaudited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Seller Disclosure Schedule sets forth copies Borrower and its Subsidiaries as at such dates and the consolidated results of the Audited Historical Carve-Out Financial Statements operations of the Borrower and its Subsidiaries for the Unaudited Historical Carve-Out Financial Statementsperiod ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) Section 3.11(b) The unaudited consolidated balance sheet of the Seller Disclosure Schedule sets forth Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of an unaudited pro forma internal summary which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the revenue, expenses Borrower and contribution to earnings its Subsidiaries as at the date indicated and the consolidated results of Film Capture their operations and cash flow for the fiscal period indicated in conformity with GAAP applied on a basis consistent with prior years ended, respectively, 2010, 2011 (except for changes with which the Borrower’s Accountants shall concur and 2012 (that shall have been disclosed in the “Film Capture Operations Financial Statements” and, together with notes to the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”financial statements). (c) Section 3.11(c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Seller Disclosure Schedule sets forth copies of Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments financial statements referred to the Audited Historical Carve-Out Financial Statements in clause (b) above and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated not otherwise permitted by this Agreement. (d) The Financial Statements were derived from Projections have been prepared by the books Borrower taking into consideration past operations of its business, and records reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers Closing Date, to be reasonable in light of current conditions and applied consistently current facts known to the Business during the periods presented and Borrower (ii) have been prepared other than any necessary adjustments due to fees payable in accordance with GAAPherewith) and, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations of the Business Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureset forth therein.

Financial Statements. (a) Section 3.11(a) The consolidated financial statements of the Seller Disclosure Schedule sets forth Company and its Subsidiaries for the fiscal year ended December 31, 2005, certified by BDO S▇▇▇▇▇▇, LLP, independent public accountants, copies of which have been furnished to the Audited Historical Carve-Out Financial Statements Lender, fairly present the consolidated financial condition of the Company and its Subsidiaries as at such date and the Unaudited Historical Carve-Out Financial Statementsconsolidated results of the operations of the Company and its Subsidiaries for the period ended on such date, all in accordance with Generally Accepted Accounting Principles applied on a consistent basis. Since December 31, 2005, there has been no Material Adverse Effect and there exists no event, condition, or state of facts that could reasonably be expected to result in a Material Adverse Effect. (b) Section 3.11(b) The Company has heretofore furnished to the Lender copies of the Seller Disclosure Schedule sets forth copies annual financial statements of an unaudited pro forma internal summary each of the revenueInsurance Subsidiaries as of December 31, expenses 2005, 2004, 2003 and contribution to earnings of Film Capture 2002, and for the fiscal years then ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together each as filed with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheetsrelevant Insurance Regulatory Authority (collectively, the “Financial Historical Statutory Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to Historical Statutory Statements (including, without limitation, the Audited Historical Carve-Out Financial Statements provisions made therein for investments and the Unaudited Historical Carve-Out Financial Statementsvaluation thereof, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assetsreserves, Excluded Assets, Assumed Liabilities policy and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books contract claims and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (iistatutory liabilities) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby Statutory Accounting Principles (except as may be indicated reflected in the notes thereto). (e) The Financial Statements are materially accurate thereto and present in all material respects subject, with respect to the financial condition relevant quarterly statements, to the absence of notes required by Statutory Accounting Principles and results of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) to normal year-end adjustments and accruals contained adjustments), were in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP applicable Requirements of Law when filed and (iv) present fairly the fact that financial condition of the Financial Statements may not reflect respective Insurance Subsidiaries covered thereby as of the actual expenses respective dates thereof and the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position changes in capital and surplus and cash flows may be flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the futureHistorical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with Statutory Accounting Principles, would have been required to have been disclosed or provided for in such Historical Statutory Statements. All books of account of each Insurance Subsidiary fully and fairly disclose all of its material transactions, properties, assets, investments, liabilities and obligations, are in its possession and are true, correct and complete in all material respects.

Financial Statements. (a) The (i) audited consolidated balance sheet of Seller as of August 31, 2012, together with all notes and schedules thereto, and the related audited consolidated statements of operations, shareholders’ equity and comprehensive loss, and cash flows of Seller for the fiscal year ended August 31, 2012, together with all notes and schedules thereto, and (ii) unaudited consolidated balance sheet of Seller as of the Balance Sheet Date and the related unaudited consolidated statement of operations of Seller for the year-to-date and fiscal quarter then ended (such audited and unaudited financial statements, including, in the case of such audited financial statements, the related notes and schedules thereto, are collectively referred to herein as the “Seller Financial Statements”) are set forth on Section 3.11(a3.6(a) of the Seller Disclosure Schedule. Except in the case of the unaudited Seller Financial Statements, normal recurring year-end adjustments (none of which individually or in the aggregate will be material in amount) and the absence of footnotes, the Seller Financial Statements have been prepared from the books and records of Seller and its Subsidiaries and in accordance with GAAP applied on a consistent basis. The statements of operations included in the Seller Financial Statements presents fairly in all material respects the consolidated results of operations (including the Legacy Defense Business) of Seller and its consolidated Subsidiaries for the periods indicated therein and the consolidated balance sheets included in the Seller Financial Statements present fairly in all material respects the consolidated financial condition of Seller and its Subsidiaries (including the Legacy Defense Business) as of the dates noted therein, in each case in accordance with GAAP (except in the case of the unaudited Seller Financial Statements, normal recurring year-end adjustments (none of which individually or in the aggregate will be material in amount) and the absence of footnotes). (b) The (i) unaudited consolidated balance sheet of the Sold Companies (excluding the Legacy Defense Business) as of August 31, 2012 and the related unaudited consolidated statement of operations of the Sold Companies (excluding the Legacy Defense Business) for the fiscal year ended August 31, 2012 and (ii) the unaudited consolidated balance sheet of the Sold Companies (excluding the Legacy Defense Business) as of the Balance Sheet Date and the related unaudited consolidated statement of operations of the Sold Companies (excluding the Legacy Defense Business) for the year-to-date and fiscal quarter then ended (such unaudited financial statements in clauses (i) and (ii), collectively referred to herein as the “Enterprise Financial Statements”, and together with the Seller Financial Statements, the “Financial Statements”) are set forth on Section 3.6(b) of the Seller Disclosure Schedule. The Enterprise Financial Statements (i) have been prepared from the books and records of the Sold Companies using the same accounting methods, historical policies, practices, principles and procedures with consistent classifications and estimation methodologies as were used in the preparation of the Seller Financial Statements and (ii) present fairly in all material respects the financial position of the Sold Companies (excluding the Legacy Defense Business) as of the dates noted therein and for the periods indicated therein (subject to normal recurring year-end adjustments, none of which individually or in the aggregate will be material in any amount). (c) Since August 26, 2011 (and to Seller’s Knowledge, between January 1, 2010 and August 26, 2011), the books of account and other financial records of Seller and its Subsidiaries have been kept accurately in the ordinary course of business consistent with applicable Laws, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of Seller and the Sold Companies have been properly recorded therein in each case in all material respects. Seller and its Subsidiaries have established and maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions, receipts and expenditures of Seller and its Subsidiaries are being executed and recorded timely, (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iii) the amount recorded for assets on the books and records of Seller and its Subsidiaries are compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (iv) accounts, notes and other receivables and inventory are not recorded materially inaccurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Since August 31, 2012, there has been no material change in any accounting controls, policies, principles, methods or practices, including any material change with respect to reserves (whether for bad debts, contingent liabilities or otherwise), of Seller and its Subsidiaries. (d) Since August 26, 2011, neither Seller nor any of its Subsidiaries nor, to the Knowledge of Seller, any Representative of any of the foregoing, has received or otherwise has obtained knowledge of any written, or to the Knowledge of Seller, oral material complaint, allegation, assertion or claim, regarding the accounting or auditing practices, procedures, methodologies or methods or internal accounting controls of Seller or any of the Subsidiaries, including any material complaint, allegation, assertion or claim that any of Seller or any of its Subsidiaries has engaged in improper accounting or auditing practices. (e) Section 3.6(e) of the Seller Disclosure Schedule sets forth copies (i) an aging report of all accounts receivable of Storage AZ and (ii) an aging report of all accounts receivable of Storage Malaysia, in each case (x) excluding the Audited Historical Carve-Out Financial Statements Legacy Defense Business, (y) at the Balance Sheet Date and (z) in the Unaudited Historical Carve-Out Financial Statements. form customarily prepared (bexcluding the Legacy Defense Business) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenueby Storage AZ or Storage Malaysia, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 as applicable (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial StatementsEnterprise AR Aging Reports”). (c) Section 3.11(c) . All accounts receivable set forth in the Enterprise AR Aging Reports arose in bona fide sales of goods and services in the ordinary course of business. To Seller’s Knowledge, as of the Seller Disclosure Schedule sets forth copies date hereof, no request or agreement for a material deduction or a material discount has been made with respect to any of the Unaudited Pro Forma Transaction Balance Sheetsaccounts receivable set forth in the Enterprise AR Aging Reports. The Unaudited Pro Forma Transaction Balance Sheets have Each of the Enterprise AR Aging Reports has been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of Storage AZ or Storage Malaysia, as applicable, reflects the accounts receivables and aging thereof used in the preparation of the unaudited consolidated balance sheet of the Sold Companies (excluding the Legacy Defense Business. The Audited Historical Carve-Out ) as of the Balance Sheet Date included in the Enterprise Financial Statements. (f) Any claims or estimated future claims with respect to Product Warranties that were accrued for or reserved against in the balance sheet included in the Seller Financial Statements and as of the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared Balance Sheet Date were accrued for or reserved against in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the future.

Financial Statements. The Borrower has furnished to Agent: (a) Section 3.11(a) the unaudited consolidated balance sheet of the Seller Disclosure Schedule sets forth copies Borrower and its Subsidiaries as of the Audited Historical Carve-Out Financial Statements close of business on Balance Sheet Date and the Unaudited Historical Carve-Out Financial Statements. related unaudited consolidated statement of income and cash flow as of the close of business on Balance Sheet Date certified by the chief financial officer, treasurer or other senior financial officer of the REIT reasonably acceptable to Agent, (b) Section 3.11(b) as of the Seller Disclosure Schedule sets forth copies of Closing Date, an unaudited pro forma internal summary statement of Net Operating Income for each of the revenue, expenses and contribution to earnings of Film Capture Unencumbered Properties for the fiscal years endedperiod ending on the Balance Sheet Date, respectivelyreasonably satisfactory in form to the Agent and certified by the chief financial officer, 2010treasurer or other senior financial officer of the REIT reasonably acceptable to Agent as fairly presenting the Net Operating Income for such Unencumbered Properties for such periods, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments certain other financial information relating to the Audited Historical Carve-Out Financial Statements Borrower, the Guarantors, if any, and the Unaudited Historical Carve-Out Financial StatementsReal Estate (including, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of without limitation, the Transferred Assets, Excluded Assets, Assumed Liabilities Unencumbered Properties). Such balance sheet and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) statements have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate GAAP and fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as of such dates and the consolidated results of the operations of the Business Borrower and its Subsidiaries for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c)such periods, (ii) subject to normal year-end audit adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of footnotes. There are no liabilities, contingent or otherwise, of the Borrower or any footnotes of its Subsidiaries involving material amounts that would are required by GAAP to be required to bring disclosed in such financial statements that are not disclosed in said financial statements and the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futurerelated notes thereto.

Financial Statements. (a) Section 3.11(aThe pro forma consolidated balance sheet of Richton and its Subsidiaries as of March 31, 1999 (collectively, the "Pro Forma Balance Sheets") furnished to Agent on or prior to the Closing Date reflects the consummation of the Seller Disclosure Schedule sets forth copies Transactions and, assuming that the Transactions had closed on or prior to such date, fairly presents the financial condition of Richton and its Subsidiaries as of such date after giving effect to the Audited Historical Carve-Out Transactions. The Pro Forma Balance Sheet has been certified as fairly presenting the financial condition of Richton and its Subsidiaries by the Chief Financial Statements Officer of Richton, on behalf of Borrowers. The Pro Forma Balance Sheets, including the related schedules and the Unaudited Historical Carve-Out Financial Statementsnotes thereto, if any, have been prepared, in accordance with GAAP, consistently applied, except as may be disclosed therein. (b) Section 3.11(bThe forty-eight (48) month cash flow projections of Richton and its Subsidiaries, a copy of which are attached hereto as Exhibit 5.5(b) (the "Projections"), were prepared by the Chief Financial Officer of Richton, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect Richton's judgment based on present circumstances of the Seller Disclosure Schedule sets forth copies most likely set of an unaudited pro forma internal summary conditions and course of the revenue, expenses and contribution to earnings of Film Capture action for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, projected period. The cash flow Projections together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, are referred to as the “"Pro Forma Financial Statements”)". Notwithstanding the foregoing, actual results may vary and the Projections are subject to numerous uncertainties and risks, including, without limitation, general economic and climatic conditions in the markets in which Richton and its Subsidiaries operate and fluctuation in the demand for their products and services. (c) Section 3.11(c) The consolidated balance sheet of Richton and its Subsidiaries as of December 31, 1998, and the Seller Disclosure Schedule sets forth related consolidated statements of income, changes in stockholder's equity, and changes in cash flow for the period ended on such date, all accompanied by reports thereon containing opinions without qualification by independent certified public accountants, copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets which have been prepared based on adjustments delivered to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial StatementsAgent, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present in all material respects fairly the financial condition position of Borrowers at such date and the results of their operations of the Business for the periods covered thereby except for such period. The (i) pro forma adjustments unaudited consolidating balance sheets of Richton and its Subsidiaries as identified in Section 3.11(c)of December 31, 1998 and the related consolidating statements of income for the period ended on such date and (ii) unaudited consolidated and consolidating balance sheets of Richton and its Subsidiaries as of March 31, 1999 and the related consolidated and consolidating statements of income for the period ended on such date, copies of which have been delivered to Agent, have been prepared in accordance with GAAP, consistently applied (subject to normal year-year end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring financial statement footnotes) and present fairly the Film Capture Operations Financial Statements into compliance with GAAP financial position of Richton and (iv) its Subsidiaries at such date and the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of their operations for such period. Since March 31, 1999, there has been no material adverse change in the condition, operations, financial position and cash flows may be in the futureassets, business or prospects of Richton or any of its Subsidiaries.

Financial Statements. (a) Section 3.11(a) The unaudited consolidated balance sheet of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements Company and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) Company Subsidiaries as of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectivelySeptember 30, 2010, 2011 and 2012 the related consolidated statements of income and cash flows of the three-month periods then ended, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Company Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and fairly present in all material respects the consolidated financial condition position of the Company and the Company Subsidiaries as of the date thereof, and fairly present in all material respects the results of operations the consolidated operations, changes in stockholders’ equity, cash flows and consolidated financial position of the Business Company and the Company Subsidiaries for the respective fiscal periods covered thereby or as of the date therein set forth, except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) the Company Financial Statements do not contain footnotes and are subject to normal year-end audit adjustments in amounts that are immaterial in nature and accruals contained amount and are consistent with past experience. Each of the Company Financial Statements (including the related notes, where applicable), as of their respective dates, complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been prepared, in all material respects, in accordance with GAAP consistently applied during the periods involved, except as indicated in such statements or in the Film Capture Operations notes thereto. (b) Except for those liabilities that are reflected or reserved against on the September 30, 2010 consolidated balance sheet of the Company and the Company Subsidiaries included in the Company Financial StatementsStatements and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, (iii) 2010 that are immaterial in nature or amount, neither the absence Company nor any of the Company Subsidiaries has incurred any liability of any footnotes nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due and including any off-balance sheet financings, loans, indebtedness, make whole or similar liabilities or obligations) that would be required to bring be reflected in a consolidated balance sheet of the Film Capture Operations Financial Statements into compliance with GAAP Company and the Company Subsidiaries, except for liabilities and obligations that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and the Company Subsidiaries and would not prevent or materially delay Closing. (ivc) The consolidated balance sheet of the fact that Company and the Financial Statements may not reflect Company Subsidiaries as of December 31, 2010, and the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative related consolidated statements of what the Business results of operationsincome, financial position changes in stockholders’ equity and cash flows may for the year ended December 31, 2010 as will be reported in the futureCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (such financial statements, the “Company 2010 Financial Statements”) to be filed with the SEC under the Exchange Act, accompanied by the audit report of the independent public accountants of the Company, will fairly present in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the date thereof, and will fairly present in all material respects the results of the consolidated operations, changes in stockholders equity, cash flows and consolidated financial position of the Company and the Company’s subsidiaries for the fiscal year ended December 31, 2010. The Company 2010 Financial Statements (including the related notes, where applicable) will comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) will be prepared in all material respect in accordance with GAAP consistently applied, except as indicated in such statements or in the notes thereto.

Financial Statements. (a) Section 3.11(aSet forth in the Company Disclosure Letter are correct and complete copies of (i) the audited consolidated balance sheets of Seller and its Subsidiaries as of December 31, 2020 and December 31, 2019, and the related audited consolidated statements of operations and comprehensive loss, consolidated statements of members’ equity (deficit) and consolidated statements of cash flows for the 12-month periods then ended (collectively, the “Seller Financial Statements”); and (ii) the unaudited balance sheet of the Seller Disclosure Schedule sets forth copies as of the Audited Historical Carve-Out Financial Statements December 31, 2021 and the Unaudited Historical Carve-Out Financial Statements. related statements of operations and comprehensive loss, consolidated statements of members’ equity (bdeficit) Section 3.11(b) and consolidated statements of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution cash flow (collectively referred to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (as the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Seller Interim Financial Statements”). (cb) Section 3.11(c) of the The Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and Seller Interim Financial Statements (including the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgmentrelated notes and schedules thereto) fairly present the consolidated financial position of Seller and its consolidated Subsidiaries as of the Transferred Assetsdate or period set forth therein and the consolidated balance sheets, Excluded Assetsconsolidated statements of operations and comprehensive loss, Assumed Liabilities consolidated statements of members’ equity (deficit) and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from consolidated statements of cash flows included in the books and records of the Business. The Audited Historical Carve-Out Seller Financial Statements and the Unaudited Historical Carve-Out Seller Interim Financial Statements (iincluding any related notes and schedules thereto) include certain expenses that have been allocated on a basis that fairly present the financial condition, results of operations, changes in members’ equity and cash flows of Seller considers to be reasonable and applied consistently to the Business during its consolidated Subsidiaries for the periods presented and (ii) have been prepared set forth therein, in each case in accordance with GAAP, consistently applied throughout during the periods covered thereby (involved, except as may be indicated noted therein, and subject, in the notes thereto). (e) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations case of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c)Seller Interim Financial Statements, (ii) to normal and recurring year-end adjustments and accruals contained that will not, individually or in the Film Capture Operations Financial Statementsaggregate, (iii) be material and the absence of disclosures normally made in notes to the Seller Financial Statements. (c) Seller maintains a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP. (d) Seller has disclosed, based on its most recent evaluation of its internal accounting controls prior to the Execution Date, to Seller’s auditors and audit committee (i) any footnotes significant deficiencies and material weaknesses in the design or operation of internal controls that would be required reasonably expected to bring adversely affect Seller’s ability to record, process, summarize and report financial information for inclusion in the Film Capture Operations Financial Statements into compliance with GAAP applicable combined financial statements and (ivii) any fraud, whether or not material, that involves any current or former employees who have (or had) a significant role in Seller’s internal controls over financial reporting. Since December 31, 2018, to the fact that the Financial Statements may not reflect the actual expenses the Business would Knowledge of Seller, no material complaints from any source regarding accounting, internal accounting controls or auditing matters have incurred if it had been operated as received by Seller. Seller has made available to Buyer a stand-alone entity and may not be indicative summary of what the Business results of operationsall material complaints or concerns relating to other matters made since December 31, financial position and cash flows may be in the future2018.

Financial Statements. (a) Section 3.11(aThe balance sheet of DDH and its Subsidiaries prepared on a Consolidated Basis for the most recent Fiscal Year ended and the related statements of income, equity and cash flows prepared on a Consolidated Basis for such Fiscal Year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby (except as otherwise noticed in the Quality of Earnings Report); (ii) fairly present the financial condition of DDH and its Subsidiaries in all material respects as of the Seller Disclosure Schedule sets forth copies date thereof and their results of operations for the period covered thereby, in each case, on a Consolidated Basis, in accordance with GAAP consistently applied throughout the period covered thereby (except as otherwise noticed in the Quality of Earnings Report); and (iii) show all material indebtedness and other liabilities, direct or contingent, of DDH and its Subsidiaries as of the Audited Historical Carve-Out Financial Statements date thereof, including liabilities for taxes, material commitments and Indebtedness, to the Unaudited Historical Carve-Out Financial Statementsextent required to be included thereon in accordance with GAAP. (b) Section 3.11(bThe audited balance sheet of DDH and its Subsidiaries prepared on a Consolidated Basis as of December 31, 2020, and the related statements of income, equity and cash flows prepared on a Consolidated Basis for such Fiscal Quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of DDH and its Subsidiaries in all material respects as of the Seller Disclosure Schedule sets forth copies date thereof and their results of an unaudited pro forma internal summary operations for the period covered thereby, in each case, on a Consolidated Basis, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments, except as otherwise expressly noted therein and (iii) show all material indebtedness and other liabilities, direct or contingent, of DDH and its Subsidiaries as of the revenuedate of such financial statements, expenses including liabilities for taxes, material commitments and contribution Indebtedness to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together extent required to be included thereon in accordance with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”)GAAP. (c) Section 3.11(cThe pro forma consolidated balance sheet of DDH and its Subsidiaries (the “Pro Forma Balance Sheet”) furnished to Agent on the date hereof reflects the consummation of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements Closing Date Transactions and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present fairly presents in all material respects the financial condition of DDH and results its Subsidiaries as of operations October 31, 2021, after giving pro forma effect to the Closing Date Transactions as if the Closing Date Transactions occurred on such date. (d) The four quarter consolidated cash flow projections of DDH and its Subsidiaries delivered by DDH as of the Business Closing Date (the “Projections”) were prepared by DDH based upon estimates and assumptions that DDH believes to be reasonable and fair on the Closing Date in light of present circumstances and, as of the Closing Date, reflected DDH’s good faith estimates of the future financial performance of DDH and its Subsidiaries on a consolidated basis and of the other information projected therein for the periods covered thereby except for (i) pro forma adjustments set forth therein. Notwithstanding the foregoing, it is understood that such Projections were and remain subject to uncertainties and contingencies, many of which are beyond the control of DDH or any of its Subsidiaries, and that no assurance can be given that such Projections will actually be realized. The Projections together with the Pro Forma Balance Sheet, are referred to as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations “Pro Forma Financial Statements, ”. (iiie) the absence The forecasted balance sheet and statements of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position income and cash flows may be of DDH and its Subsidiaries delivered pursuant to Section 9.12 were prepared in good faith on the futurebasis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, DDH’s best estimate of its future financial condition and performance.

Financial Statements. (a) Section 3.11(a) The interim unaudited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Seller Disclosure Schedule sets forth copies Borrower and its Subsidiaries as at such dates and the consolidated results of the Audited Historical Carve-Out Financial Statements operations of the Borrower and its Subsidiaries for the Unaudited Historical Carve-Out Financial Statementsperiod ended on such dates, all in conformity with GAAP. (b) Section 3.11(b) The audited consolidated balance sheet of the Seller Disclosure Schedule sets forth Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2014, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of an unaudited pro forma internal summary which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, the consolidated financial condition of the revenue, expenses Borrower and contribution to earnings its Subsidiaries as at the date indicated and the consolidated results of Film Capture their operations and cash flow for the fiscal period indicated in conformity with GAAP applied on a basis consistent with prior years ended, respectively, 2010, 2011 (except for changes with which the Borrower’s Accountants shall concur and 2012 (that shall have been disclosed in the “Film Capture Operations Financial Statements” and, together with notes to the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”financial statements). (c) Section 3.11(c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Seller Disclosure Schedule sets forth copies of Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments financial statements referred to the Audited Historical Carve-Out Financial Statements in clause (b) above and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated not otherwise permitted by this Agreement. (d) The Financial Statements were derived from Projections have been prepared by the books Borrower taking into consideration past operations of its business, and records reflect projections for the period beginning approximately January 1, 2015 and ending approximately December 31, 2019 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers Closing Date, to be reasonable in light of current conditions and applied consistently current facts known to the Business during Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto)set forth therein. (e) The Financial Statements are materially accurate financial statements and present related footnotes provided pursuant to Section 6.01(d) accurately reflect in all material respects the adjustments necessary to eliminate the accounts of Spinco and its Subsidiaries from the related consolidated financial condition and results of operations statements of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureBorrower.

Financial Statements. The Borrower has furnished to each of the Banks: (a) Section 3.11(a) the pro forma consolidated balance sheet of the Seller Disclosure Schedule sets forth copies Borrower and its Subsidiaries and of the Audited Historical Carve-Out Financial Statements Guarantor as of the Balance Sheet Date and their related consolidated statements of income, changes in stockholder equity and cash flows for the fiscal year then ended, certified by an Authorized Officer of the Borrower and the Unaudited Historical Carve-Out Financial Statements. Guarantor, as applicable, (b) Section 3.11(b) a pro forma consolidated balance sheet and a pro forma consolidated statement of income and cash flows of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary Borrower and its Subsidiaries and of the revenue, expenses and contribution to earnings Guarantor for each of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (quarters of the “Film Capture Operations Financial Statements” and, together with Borrower ended since the Audited Historical Carve-Out Financial Statements, Balance Sheet Date certified by an Authorized Officer of the Unaudited Historical Carve-Out Financial Statements Borrower and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded LiabilitiesGuarantor, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers applicable, to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated generally accepted accounting principles consistent with those used in the notes thereto). preparation of the annual statements delivered pursuant to subsection (ea) The Financial Statements are materially accurate above and to fairly present in all material respects the financial condition of the Borrower and its Subsidiaries and the Guarantor as at the close of business on the dates thereof and the results of operations of the Business for the periods covered thereby except for fiscal quarters then ended (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal subject to year-end adjustments and accruals contained in the Film Capture Operations Financial Statementsadjustments), (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (ivc) an unaudited consolidated statement of Net Operating Income for the fact that Borrower and its Subsidiaries and the Financial Statements may not reflect Guarantor and an unaudited statement of Net Operating Income for each parcel of Real Estate for the actual expenses fiscal year ended December 31, 1996, satisfactory in form to the Business would have incurred if it had been operated Majority Banks and certified by an Authorized Officer of the Borrower and the Guarantor, as a stand-alone entity applicable, as fairly presenting the operating income for such parcels for such periods. Such balance sheet and may not be indicative statements of what the Business results of operationsincome, financial position stockholder's equity and cash flows may be have been prepared in accordance with generally accepted accounting principles and fairly present the futurefinancial condition of the Borrower and its Subsidiaries and the Guarantor as of such dates and the results of the operations of the Borrower and its Subsidiaries and the Guarantor for such periods. There are no liabilities, contingent or otherwise, of the Borrower or any of its Subsidiaries or the Guarantor involving material amounts not disclosed in said financial statements and the related notes thereto.

Financial Statements. (a) Section 3.11(aThe Company has previously provided to SPAC true and complete copies of (i) the audited consolidated balance sheets and statements of operations, comprehensive loss, convertible preferred shares and shareholders’ equity (deficit) and cash flows of the Seller Disclosure Schedule sets forth copies Company and its consolidated subsidiaries as of the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years endedended December 31, respectively2020 and December 31, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and2019, together with the auditor’s report thereon (provided that such financial statements shall not be required to include a signed audit opinion, which signed audit opinion shall instead be delivered concurrently with the filing of the Registration Statement with the SEC) (the “Audited Historical Carve-Out Financial Statements”) and (ii) the unaudited consolidated balance sheet and statements of operations, comprehensive loss, convertible preferred shares and shareholders’ equity (deficit) and cash flows of the Unaudited Historical Carve-Out Financial Statements Company and its consolidated subsidiaries as of and for the Unaudited Pro Forma Transaction Balance Sheetsnine‑month period ended September 30, 2021 (the “Unaudited Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries, as at the respective dates thereof, and their consolidated results of operations, their consolidated changes in convertible preferred shares and shareholders’ equity (or deficit) 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 that have been allocated are not material in the aggregate and the absence of footnotes or inclusion of limited footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes theretothereto and, in the case of the Unaudited Financial Statements, the absence of footnotes or the inclusion of limited footnotes), (iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated subsidiaries, and (iv) when delivered by the Company for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement, will comply in all material respects with the applicable provisions of the Exchange Act and the Securities Act and the applicable accounting requirements and other rules and regulations of the SEC applicable to a registrant, in each case, as in effect as of the respective dates thereof. (eb) The When delivered pursuant to Section 8.3, the Closing Company Financial Statements are materially accurate and (i) will fairly present in all material respects the consolidated financial condition position of the Company and its consolidated subsidiaries, as at the respective dates thereof, and their consolidated results of operations of the Business operations, their consolidated changes in convertible preferred shares and shareholders’ equity (or deficit) and their consolidated cash flows for the respective periods covered thereby except for then ended (i) pro forma subject to normal year‑end adjustments as identified that are not material in Section 3.11(cthe aggregate and the absence of footnotes or inclusion of limited footnotes), (ii) normal year-end adjustments and accruals contained will have been prepared in conformity with GAAP applied on a consistent basis during the periods covered (except as may be indicated in the Film Capture Operations Financial Statementsnotes thereto and for the absence of footnotes or the inclusion of limited footnotes), (iii) will have been prepared from, and will be in accordance in all material respects with, the absence books and records of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP Company and its consolidated subsidiaries and (iv) when delivered by the fact that Company for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.3, will comply in all material respects with the applicable provisions of the Exchange Act and the Securities Act and the applicable accounting requirements and other rules and regulations of the SEC applicable to a registrant, in each case, as in effect as of the respective dates thereof. (c) Neither the Company nor any of its Subsidiaries is a party to, or is subject to any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or 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, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-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 may not reflect Statements. (d) Neither the actual expenses Company nor any of its Subsidiaries has received from any employee of the Business would have incurred if it had 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 neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any independent auditor of the Company has identified or been operated as a stand-alone entity and may not be indicative made aware of what the Business results of operations, financial position and cash flows may be (i) any significant deficiency or material weakness in the futuresystem of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a significant role in the preparation of financial statements or the internal accounting controls utilized by the Company or (iii) any allegation in writing regarding any of the foregoing.

Financial Statements. (a) Section 3.11(a) The audited consolidated sheet of Parent and its Subsidiaries for the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements most recent Fiscal Year ended, and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements notes thereto (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been were prepared in accordance with GAAP, GAAP consistently applied throughout the periods period covered thereby (thereby, except as may be indicated in the notes thereto). otherwise expressly noted therein; (eii) The Financial Statements are materially accurate and fairly present in all material respects the financial condition of Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Parent and its Subsidiaries as of the Business date thereof, including liabilities for taxes, material commitments and Indebtedness; provided that such financial statements for the periods covered thereby except Fiscal Year ended December 31, 2020 may be separated into financial statements for Parent and its Subsidiaries (excluding PTI and its direct and indirect Subsidiaries), on the one hand, and for PTI and its Subsidiaries, on the other hand. (b) The unaudited consolidated balance sheet of Parent and its Subsidiaries for the most recent Fiscal Quarter ended, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter (i) pro forma adjustments were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as identified in Section 3.11(c), otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end adjustments audit adjustments; and accruals contained in the Film Capture Operations Financial Statements, (iii) show all material indebtedness and other liabilities, direct or contingent, of Parent and its Subsidiaries as of the absence date of any footnotes such financial statements, including liabilities for taxes, material commitments and Indebtedness; provided that would such financial statements for the Fiscal Quarters ended prior to December 31, 2021 may be required to bring separated into financial statements for Parent and its Subsidiaries (excluding PTI and its direct and indirect Subsidiaries), on the Film Capture Operations Financial Statements into compliance with GAAP one hand, and for PTI and its Subsidiaries, on the other hand. (ivc) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity The consolidated forecasted balance sheet and may not be indicative statements of what the Business results of operations, financial position income and cash flows of Parent and its Subsidiaries delivered pursuant to Section 7.1(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrowers’ good faith estimate of their future financial condition and performance, it being understood that such projections as to future events are not to be viewed as facts, are subject to significant uncertainties and contingencies, and actual results may be in vary materially; provided that the futurefinancial statements that are the subject of this Section 6.7(c) provided for each Fiscal Year ended on or prior to December 31, 2021 shall relate exclusively to PTI and its Subsidiaries.

Financial Statements. (a) Section 3.11(a) of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers The consolidated financial statements of PAYM included in the PAYM SEC Reports comply as to be reasonable form in all material respects with applicable accounting requirements and applied consistently to the Business during published rules and regulations of the periods presented and (ii) SEC with respect thereto, have been prepared in accordance with GAAPU.S. generally accepted accounting principles (except, consistently in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied throughout on a consistent basis during the periods covered thereby involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of PAYM and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by PAYM’s independent accountants). Except as set forth in the PAYM SEC Reports, at the date of the most recent audited financial statements of PAYM included in the PAYM SEC Reports, PAYM has not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to PAYM. (eii) PAYM has made the audited balance sheet and statements of income, changes in stockholders’ equity and cash flow as of and for the fiscal years ended December 31, 2013 and December 31, 2014 for PAYM, as filed with the PAYM SEC Reports (collectively, the (“PAYM Financial Information”), available to PROTEC. (iii) The audited balance sheet dated as of December 31, 2014 of PAYM shall be referred to as the “PAYM Balance Sheet.” The PAYM Financial Statements are materially accurate and present in all material respects Information presents fairly the financial condition of PAYM as of such dates and the results of operations of the Business PAYM for the periods covered thereby except for (i) pro forma adjustments as identified such periods, in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance accordance with GAAP and are consistent with the books and records of PAYM (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity which books and may not be indicative of what the Business results of operations, financial position records are correct and cash flows may be in the futurecomplete).

Financial Statements. (a) Section 3.11(a) The Administrative Agent has been provided the audited consolidated balance sheet of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements Grand Parent and its Subsidiaries and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) Borrower and its Subsidiaries, as at December 31, 1996, and the audited consolidated statement of income and cash flow statement of Grand Parent and its Subsidiaries and the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses Borrower and contribution to earnings of Film Capture its Subsidiaries for the fiscal years year then ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements such balance sheet and statement of income and cash flow have been certified by Grand Parent's and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) Borrower's respective independent certified public accountants and accompanied by an unqualified opinion of the Seller Disclosure Schedule sets forth copies such accountants. Such balance sheet and statement of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements income and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) cash flow have been prepared in accordance with GAAPGAAP and fairly present the financial condition of Grand Parent and its Subsidiaries and the Borrower and its Subsidiaries, consistently applied throughout respectively, as at the periods covered thereby (except close of business as may be indicated of such date and the results of operations for the fiscal year then ended. There are no Contingent Obligations of Grand Parent or its Subsidiaries or the Borrower or its Subsidiaries as of such date involving material amounts, known to the officers of Grand Parent or the Borrower, respectively, that were not disclosed in such balance sheet and the notes related thereto). (eb) The Financial Statements are materially accurate Administrative Agent has been provided the unaudited consolidated balance sheet of Grand Parent and its Subsidiaries and the Borrower and its Subsidiaries as of September 30, 1997, and the unaudited consolidated statement of income and cash flow statement of Grand Parent and its Subsidiaries and the Borrower and its Subsidiaries for the nine months then ended. Such balance sheet and statement of income and cash flow have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of Grand Parent and its Subsidiaries and the Borrower and its Subsidiaries, respectively, as at the close of business on the date thereof and the results of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c)nine months then ended, (ii) subject to normal year-end adjustments adjustments. There are no Contingent Obligations of Grand Parent or its Subsidiaries or the Borrower or its Subsidiaries as of such date involving material amounts known to the officers of Grand Parent or the Borrower, respectively, that were not disclosed in such balance sheet and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futurenotes related thereto.

Financial Statements. (a) Section 3.11(a(i) of the Seller Disclosure Schedule sets forth Company has delivered to the Buyer copies of the Audited Historical Carve-Out Financial Statements audited consolidated balance sheets of the Company and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) Company Subsidiaries as of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectivelyDecember 31, 2010, 2011 December 31, 2009 and 2012 December 31, 2008 and the related audited consolidated statements of income and cash flows of the Company and the Company Subsidiaries for the years then ended (the “Film Capture Operations Prior Year Audited Financial Statements” and”), (ii) the Company will deliver to the Buyer prior to the Closing a copy of the audited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2011 and the related audited consolidated statements of income and cash flows of the Company and the Company Subsidiaries for the year then ended (the “2011 Audited Financial Statements”, and together with the Prior Year Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out “Audited Financial Statements Statements”) and (iii) the Company has delivered to the Buyer a copy of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of September 30, 2011 and the related unaudited consolidated statements of income and cash flows of the Company and the Company Subsidiaries for the period then ended, (the “Unaudited Pro Forma Transaction Balance SheetsFinancial Statements”, and collectively with the Audited Financial Statements, the “Financial Statements”). . Except (a) as disclosed in Schedule 5.7(a), (b) with respect to the Audited Financial Statements, as set forth in the footnotes thereto, and (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of with respect to the Unaudited Pro Forma Transaction Balance Sheets. The Financial Statements, as to year-end adjustments and the absence of footnotes, the Prior Year Audited Financial Statements (and, following the delivery thereof as contemplated above, the 2011 Audited Financial Statements) and the Unaudited Pro Forma Transaction Balance Sheets Financial Statements, have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from in accordance with the books and records of the Business. The Audited Historical Carve-Out Financial Statements Company and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated Company Subsidiaries and with the Accounting Principles applied on a consistent basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present fairly in all material respects the Company’s and the Company Subsidiaries’ financial condition position as of the specified dates and the Company’s and the Company Subsidiaries’ results of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in for the futurespecified periods. The Company has provided the Buyer with a true and correct copy of the independent auditors’ report relating to the Prior Year Audited Financial Statements and will provide the Buyer with a true and correct copy of the independent auditors’ report relating to the 2011 Audited Financial Statements concurrent with the delivery of such 2011 Audited Financial Statements as contemplated above.

Financial Statements. (a) Section 3.11(a) of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been were prepared in accordance with GAAP, GAAP consistently applied throughout the periods period covered thereby (thereby, except as may be indicated in the notes thereto). otherwise expressly noted therein, (eii) The Financial Statements are materially accurate and fairly present in all material respects the consolidated financial condition of BridgeBio and BridgeBio Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iii) show all material indebtedness and other liabilities, direct or contingent, of BridgeBio and BridgeBio Subsidiaries as of the Business date thereof, including material liabilities for the periods covered thereby except for Taxes, commitments and Indebtedness. (b) The Interim Financial Statements (i) pro forma adjustments were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as identified in Section 3.11(c)otherwise expressly noted therein, (ii) fairly present in all material respects the consolidated financial condition of BridgeBio and BridgeBio Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end adjustments audit adjustments, and accruals contained in the Film Capture Operations Financial Statements, (iii) show all material indebtedness and other liabilities, direct or contingent, of BridgeBio and BridgeBio Subsidiaries as of the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP date thereof, including material liabilities for Taxes, material commitments and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureIndebtedness.

Financial Statements. (a) Section 3.11(a) The Company has furnished Prudential and each Purchaser of any Accepted Notes with the following financial statements, identified by a principal financial officer of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements Company: (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable consolidated balance sheet of the Company and applied consistently its Subsidiaries as of the last day in each of the five fiscal years of the Company most recently completed prior to the Business during date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 120 days prior to such date for which audited financial statements have not been released) and a consolidated statement of income, stockholders' equity and statement of cash flows of the periods presented Company and its Subsidiaries for each such year, all certified by Deloitte & Touche for such other accounting firm as may be reasonably acceptable to such Purchaser); and (ii) a consolidated balance sheet of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, stockholders' equity and cash flows of the Company and its Subsidiaries for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP, generally accepted accounting principles consistently applied followed throughout the periods covered thereby (except involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as may be indicated in at the notes thereto). (e) The Financial Statements are materially accurate dates thereof, and the statements of income and statements of cash flows fairly present in all material respects the financial condition and results of the operations of the Business Company and its Subsidiaries for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained indicated. There has been no material adverse change in the Film Capture Operations Financial Statementsbusiness, condition (iiifinancial or otherwise) or operations of the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP Company and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated its Subsidiaries taken as a stand-alone entity and may not be indicative whole since the end of what the Business results of operations, most recent fiscal year for which such audited financial position and cash flows may be in the futurestatements have been furnished.

Financial Statements. (a) Section 3.11(a) The audited consolidated financial statements of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements ASB Bancorp and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture its Subsidiaries for the fiscal years endedended December 31, respectively2004, 20102003 and 2002, 2011 and 2012 the unaudited financial statements of ASB Bancorp for the three-month period ended December 31, 2004 (collectively, the “Film Capture Operations "ASB Bancorp Financial Statements” and"), together with the Audited Historical Carve-Out Financial Statementsincluding consolidated statements of condition, the Unaudited Historical Carve-Out Financial Statements statements of earnings, changes in shareholders' equity and the Unaudited Pro Forma Transaction Balance Sheetscash flows and related notes, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets which have been prepared based on adjustments previously provided to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial StatementsBancorpSouth, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and fairly present in all material respects the consolidated financial condition position of ASB Bancorp and its Subsidiaries as of the respective dates thereof, and fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount) the results of the consolidated operations and consolidated financial position of ASB Bancorp and its Subsidiaries for the respective fiscal periods or as of the Business for respective dates therein set forth; and each of such ASB Bancorp Financial Statements (including the related notes, where applicable) has been prepared in accordance with GAAP consistently applied during the periods covered thereby involved, except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained indicated in the Film Capture Operations Financial Statementsnotes thereto. The books and records of ASB Bancorp and its Subsidiaries have been, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements. (ivb) the fact Neither ASB Bancorp nor any of its Subsidiaries (or any of its or their assets) are subject to any liability or obligation whatsoever, whether absolute, accrued, contingent, known, unknown, matured or unmatured, that the Financial Statements may is not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity reflected and may not be indicative of what the Business results of operations, financial position and cash flows may be adequately reserved against in the futuremost recent balance sheet included in the ASB Bancorp Financial Statements.

Financial Statements. (a) Section 3.11(a) of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out The Financial Statements Schedule attached hereto consists of: (i) the Company’s unaudited consolidated balance sheet as of December 31, 2009 (the “Latest Balance Sheet”) and the related statement of income for the nine-month period then ended (together with the Latest Balance Sheet, the “Unaudited Historical Carve-Out Financial Statements. ”) and (bii) Section 3.11(b) the Company’s audited consolidated balance sheet and statements of the Seller Disclosure Schedule sets forth copies income and cash flows as of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years endedyear ended March 31, respectively, 2010, 2011 and 2012 2009 (such financial statements referred to in this clause (ii) the “Film Capture Operations Audited Financial Statements” and, and together with the Audited Historical Carve-Out Unaudited Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). . Except as set forth on the attached Financial Statements Schedule, the Financial Statements have been prepared from the Company’s and its Subsidiaries’ books and records and present fairly in all material respects the respective financial condition and results of operations (c) Section 3.11(cand, in the case of the audited consolidated financial statements, the cash flows) of the Seller Disclosure Schedule sets forth copies Company and its Subsidiaries (taken as a whole) as of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments respective dates and for the respective periods referred to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared therein in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated subject in the notes case of the unaudited consolidated financial statements to (x) the absence of footnote disclosures and other presentation items and (y) changes resulting from normal year-end adjustments, none of which disclosures or changes are material, or, if material, are substantially consistent with prior audited consolidated financial statements, including as to magnitude and scope). (b) The Company and its Subsidiaries have no Liabilities, except (i) Liabilities set forth on the Latest Balance Sheet, (ii) Liabilities that were incurred after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice, (iii) Liabilities not required by GAAP to be reflected on the face of a consolidated balance sheet of the Company and its Subsidiaries, (iv) Liabilities arising under the executory portion of any contract (but not Liabilities that result from, arise out of or are attributable to, any breach of such contract) and (v) Liabilities specifically disclosed in the disclosure schedules attached to this Agreement. (c) The Accounts Receivable of the Company and its Subsidiaries set forth on the Latest Balance Sheet and arising subsequent to the date of the Latest Balance Sheet represent sales made by the Company and its Subsidiaries in the ordinary course of business pursuant to bona fide transactions involving goods delivered or services rendered by the Company or its Subsidiaries. The Accounts Receivable, and reserves and allowances with respect thereto, reflected on the Latest Balance Sheet are stated thereon in accordance with GAAP, consistently applied with the Company’s historical accounting practices (subject to (i) the absence of footnote disclosures and other presentation items and (ii) changes resulting from normal year-end adjustments, none of which disclosures or changes are material, or, if material, are substantially consistent with prior audited consolidated financial statements, including as to magnitude and scope). Except as set forth on the attached Accounts Receivable Schedule, to the Company’s Knowledge, any material amounts due, or to become due, in respect of such Accounts Receivable are not in dispute and there are no setoffs or counterclaims asserted, except to the extent provision has been made therefor in the Latest Balance Sheet or the Closing Statement. (d) The February 2010 backlog report previously provided to Buyer was compiled and prepared using a method and approach substantially consistent with that used in the compilation and preparation of the December 2009 backlog report previously provided to Buyer and, to the Company’s knowledge, as of the date of this Agreement, there are no known project cancellations or significant delays with respect to the top 10 projects by dollar amount set forth in the February 2010 backlog report. (e) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations All inventory of the Business for Company and its Subsidiaries (“Inventory”) is located on the periods covered thereby except for Owned Real Property, the Leased Real Property or at various project or worksite locations or warehouse spaces rented by the Company (or in transit from or to any of the foregoing), the warehouse locations of which are set forth on the Other Locations Schedule. The Inventory, and the reserves and allowances with respect thereto, reflected on the Latest Balance Sheet are stated thereon in accordance with GAAP, consistently applied with the Company’s historical accounting practices (subject to (i) pro forma adjustments the absence of footnote disclosures and other presentation items and (ii) changes resulting from normal year-end adjustments, none of which disclosures or changes are material, or, if material, are substantially consistent with prior audited consolidated financial statements, including as identified in Section 3.11(cto magnitude and scope). (f) Except as set forth on the Indebtedness Schedule, neither the Company nor any of its Subsidiaries has any Indebtedness outstanding as of the date hereof. (g) The Bonding Arrangements Schedule sets forth as of February 28, 2010 (i) all Bonding Arrangements of the Company or any Subsidiary thereof, (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statementsrespective Company or Subsidiary thereof on account of which such Bond Arrangement was entered into or issued, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements respective beneficiaries for which they were entered into compliance with GAAP and or issued, (iv) the fact that respective dates they were entered into or issued and if applicable, the Financial Statements may not reflect expiration dates thereof, (v) the actual expenses respective coverage amounts thereof, and (vi) whether any cash collateral, letter of credit or other security arrangement or guaranty has been granted by the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative Company, any of what the Business results of operations, financial position and cash flows may be in the futureits Subsidiaries or any other Person with respect thereto.

Financial Statements. (a) Section 3.11(a) The audited financial statements of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture Acquired Fund for the fiscal years endedyear ended December 31, respectively2005, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, accounting principles generally accepted in the United States of America consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present in all material respects have been audited by Deloitte & Touche LLP . True and complete copies of such statements have been furnished to PVC. Such statements fairly reflect the financial condition and the results of operations of the Business Acquired Fund as of such date and the results of operations and changes in net assets for the periods covered thereby except indicated, and there are no liabilities of or the Acquired Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. The unaudited financial statements of the Acquired Fund for (i) pro forma adjustments as identified the six months ended June 30, 2006 have been prepared in Section 3.11(c), (ii) normal year-end adjustments and accruals contained accordance with accounting principles generally accepted in the Film Capture Operations Financial StatementsUnited States of America consistently applied by WMVT. True and complete copies of such statements have been furnished to PVC. Such statements fairly reflect the financial condition and the results of operations of the Acquired Fund as of such date and the results of operations and changes in net assets for the periods indicated, (iii) and there are no liabilities of the absence Acquired Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. There are no liabilities of any footnotes that would be required Acquired Fund, whether actual or contingent and whether or not determined or determinable, other than liabilities disclosed or provided for in the financial statements of the Acquired Fund referred to bring above, liabilities incurred in the Film Capture Operations Financial Statements into compliance with GAAP ordinary course of business subsequent to December 31, 2005, liabilities previously disclosed to and (iv) accepted by PVC and liabilities which in the fact that the Financial Statements may aggregate have not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may will not be indicative of what materially adverse to the Business financial condition, results of operations, financial position and cash flows may be in business or assets of the futureAcquired Fund.

Financial Statements. (a) Section 3.11(aThe Sellers have heretofore delivered to Purchaser true, correct and complete copies of (i) the audited consolidated statements of financial condition of the Seller Disclosure Schedule sets forth copies Bank and its subsidiaries as of December 31, 2009 and December 31, 2010 (including the Audited Historical Carve-Out Financial Statements notes thereto, if any), and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) related audited consolidated statements of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenueoperations, expenses changes in stockholder’s equity and contribution to earnings of Film Capture cash flows for the fiscal years then ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the report thereon of Ernst & Young LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, respectively (the “Audited Historical Carve-Out Financial Statements”); and (ii) a consolidated unaudited balance sheet of the Bank and its subsidiaries as of December 31, 2011 (the Unaudited Historical Carve-Out Financial Statements “Interim Balance Sheet”) and the related consolidated unaudited statements of financial condition, operations and changes in stockholder’s equity for the fiscal year then ended (the “Unaudited Pro Forma Transaction Balance SheetsFinancial Statements” and together with the Audited Financial Statements, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets Financial Statements (including the notes thereto, if any) have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared Sellers in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate GAAP and fairly present in all material respects the consolidated financial condition and condition, results of operations and changes in stockholder’s equity of the Business Bank and its subsidiaries as at the date thereof and for the periods covered thereby except for (i) pro forma adjustments period therein referred to, in accordance with GAAP as identified in Section 3.11(c)effect on such date, (ii) subject in the case of unaudited interim financial statements to changes resulting from normal year-end adjustments and accruals contained adjustments, none of which, individually or in the Film Capture Operations Financial Statementsaggregate, would be expected to be material, and the absence of footnotes. (b) The Sellers do not have any liability of any kind arising out of or related to facts, events, transactions, occurrences or actions or inactions arising prior to the Applicable Closing Date that would have been required to be reflected on, reserved against or otherwise described in the Interim Balance Sheet in accordance with GAAP as in effect on the date of such Interim Balance Sheet and were not so reflected, reserved against or described thereon, other than: (i) liabilities and obligations which have arisen since the date of the Interim Balance Sheet in the ordinary course of business; (ii) liabilities that, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect; (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP liabilities and obligations contemplated by this Agreement; and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated liabilities and obligations arising out of any Contract to which a Seller is a party, other than such liabilities and obligations arising as a stand-alone entity and may not be indicative result of what the Business results a breach of operations, financial position and cash flows may be in the futuresuch Contract by such Seller.

Financial Statements. (a) Section 3.11(a) The Company has furnished each Purchaser of the Seller Disclosure Schedule sets forth copies Series A Notes and any Accepted Notes with the following financial statements: (i) consolidated balance sheets of the Audited Historical Carve-Out Financial Statements Company and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) its Subsidiaries as of December 31, 2007, 2008 and 2009 and as of the Seller Disclosure Schedule sets forth copies last day in each of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years endedcompleted thereafter and prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released), respectivelyand consolidated statements of income, 2010, 2011 retained earnings and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) cash flows of the Seller Disclosure Schedule sets forth copies Company and its Subsidiaries for each such year, all certified by independent certified public accountants of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented recognized international standing; and (ii) unaudited consolidated balance sheets of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of the most recent fiscal year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released) and the most recently completed fiscal year end and unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods and the comparable quarterly period in the immediately preceding fiscal year. Such financial statements (including any related schedules and/or notes) have been prepared in accordance with GAAPGAAP (subject, as to interim statements, to changes resulting from year-end adjustments) consistently applied throughout the periods covered thereby (except as may involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be indicated shown in the notes thereto). (e) accordance with such principles. The Financial Statements are materially accurate and balance sheets fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as at the dates thereof, and the statements of income, retained earnings and cash flows fairly present the consolidated financial results of their operations of the Business for the periods covered thereby except indicated. The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in writing to the Purchasers. No event has occurred since the end of the most recent fiscal year for which such audited financial statements have been furnished which has had or could reasonably be expected to have a material adverse effect on the condition (i) pro forma adjustments as identified in Section 3.11(cbusiness, financial or otherwise), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in assets, liabilities or prospects of the futureCompany or any of its Subsidiaries.

Financial Statements. (aA) Section 3.11(a) SUG has filed and furnished forms, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2010 through the Execution Date (all such documents and reports filed or furnished by SUG, the “SUG SEC Documents”). As of their respective dates or, if amended, as of the Seller Disclosure Schedule sets forth copies date of the Audited Historical Carve-Out Financial Statements last such amendment, the SUG SEC Documents complied in all material respects with the requirements of the Securities Act and the Unaudited Historical Carve-Out Financial StatementsExchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the SUG SEC Documents contained any untrue statements of a material fact or omitted 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, except that information set forth in the SUG SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (bB) Section 3.11(bThe consolidated financial statements (including all related notes and schedules) of SUG included in the Seller Disclosure Schedule sets forth copies SUG SEC Documents fairly present in all material respects the consolidated financial position of an unaudited pro forma internal summary SUG as at the dates thereof, and the consolidated results of operations and consolidated cash flows for the periods then ended (subject, in the case of the revenueunaudited statements, expenses to normal year-end audit adjustments and contribution to earnings of Film Capture for any other adjustments described therein, including the fiscal years endednotes thereto) in conformity with GAAP (except, respectively, 2010, 2011 and 2012 (in the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) case of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilitiesunaudited statements, as contemplated permitted by this Agreement. (dthe SEC) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated applied on a consistent basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby involved (except as may be indicated therein or in the notes thereto). (eC) The Financial Statements are materially accurate Other than with respect to its equity interests in SUG and present in all material respects the financial condition and results of operations of the Business for the periods covered thereby except for transactions contemplated by this Agreement, ETE Holdco (i) pro forma adjustments as identified in Section 3.11(c), does not conduct and has not conducted any material activities or operations and (ii) normal year-end adjustments does not have any assets or liabilities, whether accrued, contingent, absolute or otherwise. ETE Holdco does not have and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of has never had any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureemployees.

Financial Statements. (a) Section 3.11(a) Keep, and cause each of the Seller Disclosure Schedule sets forth copies its Subsidiaries to keep, adequate records and books of the Audited Historical Carve-Out Financial Statements account with respect to its business activities in which proper entries are made in accordance with customary accounting practices reflecting all its financial transactions; and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses cause to be prepared and contribution furnished to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 Agent and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statementseach Lender, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheetsfollowing, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers all to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP applied on a consistent basis, unless Borrower’s certified public accountants concur in any change therein and such change is disclosed to Agent and is consistent with GAAP: (i) not later than 90 days after the close of each fiscal year of Borrower, consistently applied throughout the periods covered thereby unqualified (except for a qualification for a change in accounting principles with which the accountant concurs) audited financial statements of Borrower and its Subsidiaries as may be indicated of the end of such year, on a Consolidated and consolidating basis, certified by a firm of independent certified public accountants of recognized standing selected by Borrower but acceptable to Agent and, within a reasonable time thereafter a copy of any management letter issued in the notes thereto).connection therewith; (eii) The Financial Statements are materially accurate not later than 30 days after the end of each month hereafter, including the last month of Borrower’s fiscal year, unaudited interim financial statements of Borrower and present its Subsidiaries as of the end of such month and of the portion of the fiscal year then elapsed, on a Consolidated and consolidating basis, certified by the principal financial officer of Borrower as prepared in accordance with GAAP and fairly presenting in all material respects the financial condition position and results of operations of the Business Borrower and its Subsidiaries for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal such month and period subject only to changes from audit and year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, except that such statements need not contain notes; (iii) together with each delivery of financial statements pursuant to clause (i) of this subsection 8.1.3 and clause (ii) of this subsection 8.1.3 for the absence months of March, June, September and December, a management report (1) setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent Projections for the current fiscal year delivered pursuant to subsection 8.1.7 and (2) identifying the reasons for any significant variations. The information above shall be presented in reasonable detail and shall be certified by the chief financial officer of Borrower to the effect that such information fairly presents in all material respects the results of operation and financial condition of Borrower and its Subsidiaries as at the dates and for the periods indicated; (iv) promptly after the sending or filing thereof, as the case may be, copies of any footnotes proxy statements, financial statements or reports which Borrower has made available to its Securities holders and copies of any regular, periodic and special reports or registration statements which Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or any national securities exchange; (v) upon request of Agent, copies of any annual report to be filed with ERISA in connection with each Plan; and (vi) such other data and information (financial and otherwise) as Agent or any Lender, from time to time, may reasonably request, bearing upon or related to the Collateral or Borrower’s or any of its Subsidiaries’ financial condition or results of operations. The foregoing notwithstanding, Agent and Lenders agree that would in respect to operating divisions, Borrower shall only be required to bring the Film Capture Operations Financial Statements into compliance with GAAP deliver income statements pursuant to clauses (i) and (ivii) above. Concurrently with the fact delivery of the financial statements described in clause (i) of this subsection 8.1.3, Borrower shall forward to Agent a copy of the accountants’ letter to Borrower’s management that is prepared in connection with such financial statements and also shall cause to be prepared and shall furnish to Agent a certificate of the Financial Statements may aforesaid certified public accountants certifying to Agent that, based upon their examination of the financial statements of Borrower and its Subsidiaries performed in connection with their examination of said financial statements, they are not reflect aware of any Default or Event of Default, or, if they are aware of such Default or Event of Default, specifying the actual expenses nature thereof. Concurrently with the Business would have incurred delivery of the annual financial statements described in paragraph (i) and the interim financial statements described in paragraph (ii) for the months of March, June, September and December and of this subsection 8.1.3, or more frequently if it had been operated as reasonably requested by Agent, Borrower shall cause to be prepared and furnished to Agent a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be Compliance Certificate in the futureform of Exhibit 8.1.3 hereto executed by the Chief Financial Officer of Borrower (a “Compliance Certificate”).

Financial Statements. (a) Section 3.11(aThe Company has delivered to Parent copies of (i) the audited consolidated balance sheets of the Seller Disclosure Schedule sets forth copies Company and its Subsidiaries as at December 31, 2012 and 2011 and the related audited consolidated statements of income, cash flows and stockholders equity of the Audited Historical Carve-Out Financial Statements Company and its Subsidiaries for the years ended December 31, 2012 and 2011 and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2013 and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) related unaudited consolidated statements of income and stockholders equity of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses Company and contribution to earnings of Film Capture its Subsidiaries for the fiscal years endedquarter and nine-month period then ended (such audited and unaudited statements, respectivelyincluding the related notes and schedules thereto, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, are referred to herein as the “Financial Statements”). Except as set forth in the notes thereto and, in the case of the unaudited financial statements, normal recurring year-end adjustments, each of the Financial Statements has been prepared in accordance with GAAP and presents fairly in all material respects the consolidated financial position and results of operations of the Company and its Subsidiaries as at the dates and for the periods indicated therein. For the purposes hereof, the unaudited consolidated balance sheet of the Company and its Subsidiaries as at September 30, 2013 is referred to as the “Balance Sheet” and September 30, 2013 is referred to as the “Balance Sheet Date”. (b) Except as set forth on Schedule 5.6(b), neither the Company nor any Subsidiary has any Indebtedness or liabilities that would be required to be reflected in, reserved against or otherwise described on a balance sheet of the Company or its Subsidiaries, as applicable, or in the notes thereto, in accordance with GAAP and that are not so reflected, reserved against or described on the Balance Sheet, other than (i) liabilities incurred in the Ordinary Course of Business after the Balance Sheet Date, (ii) liabilities arising under the executory portion of any contract, (iii) liabilities incurred in connection with the Transactions, or (iv) provisions for corporate income taxes due for the nine months ended September 30, 2013. (c) Section 3.11(cNeither the Company nor any of its Subsidiaries is a party to any “off-balance sheet arrangement” (as defined in Item 303(a) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical CarveRegulation S-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this AgreementK). (d) The Financial Statements were derived from Company and its Subsidiaries have in place systems and processes (including the maintenance of proper books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (irecords) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present customary in all material respects (to the financial condition and results of operations Knowledge of the Business Company) for companies at the periods covered thereby except for same stage of development as the Company or the applicable Subsidiary designed to (i1) pro forma adjustments as identified provide reasonable assurances regarding the reliability of the Financial Statements in Section 3.11(c), accordance with GAAP and (ii2) normal year-end adjustments in a timely manner accumulate and accruals contained in communicate to the Film Capture Operations Financial Statements, (iii) Company’s principal executive officer and principal financial officer the absence type of any footnotes information that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that be disclosed in the Financial Statements may (such systems and processes being herein referred to as the “Financial Controls”). Since January 1, 2012, to the Knowledge of the Company, none of the Company, its Subsidiaries, their respective officers nor the Company’s independent auditors, has identified or been made aware of any material complaint, allegation, deficiency, assertion or claim, whether written or oral, regarding the Financial Controls or the Financial Statements that has not reflect been resolved. To the actual expenses Knowledge of the Business would Company, there have incurred if it had been operated as a stand-alone entity and may no instances of fraud committed by any officer or employee of the Company, whether or not be indicative of what material, that occurred during any period covered by the Business results of operations, financial position and cash flows may be in the futureFinancial Statements.

Financial Statements. (a) Section 3.11(a3.6(a) of the Seller Everest Disclosure Schedule sets forth true, complete and accurate copies of (i) the Audited Historical Carve-Out audited consolidated balance sheet of Everest and its Subsidiaries as of December 31, 2018 and December 31, 2017 and the related audited statements of income, cash flows and shareholders’ equity for the fiscal year then ended (the “Everest Annual Financial Statements”) and (ii) the unaudited consolidated balance sheet of Everest and its Subsidiaries as of September 30, 2019 and the related unaudited statements of income, cash flows and shareholders’ equity for the period then ended (together with the Everest Annual Financial Statements, the “Everest Financial Statements”). The Everest Financial Statements have been prepared in accordance with IFRS IASB applied on a consistent basis throughout the periods covered thereby and fairly present in all material respects the Unaudited Historical Carve-Out consolidated financial position, results of operations, cash flows and shareholders’ equity of Everest and its Subsidiaries as at the respective dates thereof and for the respective periods referred to therein, subject, in the case of the Everest Interim Financial Statements, to the absence of footnotes and to normal year-end audit adjustments (the effect of which will not, individually or in the aggregate, be material). The books and records of Everest and its Subsidiaries from which the Everest Financial Statements have been prepared are true and complete in all material respects and have been maintained in all material respects in accordance with IFRS IASB. (b) Section 3.11(b3.6(b) of the Seller Everest Disclosure Schedule sets forth true, complete and accurate copies of an (i) the unaudited pro forma internal summary balance sheet of Everest, Olympus and their respective Subsidiaries as of December 31, 2018 and the revenue, expenses and contribution to earnings related unaudited statement of Film Capture income for the fiscal years ended, respectively, 2010, 2011 and 2012 year then ended (the “Film Capture Operations Summit Annual Financial Statements”) and (ii) the unaudited consolidated balance sheet of Everest, Olympus and their respective Subsidiaries as of September 30, 2019 and the related unaudited statement of income for the period then ended (the “Summit Interim Financial Statements” and, together with the Audited Historical Carve-Out Summit Annual Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Summit Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Summit Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently the principles set forth in Section 3.6(b) of the Everest Disclosure Schedule applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and fairly present in all material respects the financial condition position and results of operations of Everest, Olympus and their respective Subsidiaries, taken together, as at the Business respective dates thereof and for the respective periods covered thereby except referred to therein. Notwithstanding the foregoing, no warranty is made by Everest with respect to information supplied by Olympus or any of its Subsidiaries for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained inclusion in the Film Capture Operations Summit Financial Statements. (c) Neither Everest nor any of its Subsidiaries is a party to, (iii) nor does Everest or any of its Subsidiaries have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or any off-balance sheet arrangements where the absence purpose or intended effect of such Contract is to avoid disclosure of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative transaction involving, or liabilities of, Everest or any of what the Business results of operations, financial position and cash flows may be its Subsidiaries in the futureEverest Financial Statements.

Financial Statements. Guarantor and PMC have heretofore each furnished to Buyer a copy of their (a) Section 3.11(aconsolidated (and, in the case of Guarantor only, consolidating) balance sheets and statements of income of their consolidated Subsidiaries for the Seller Disclosure Schedule sets fiscal year ending December 31, 2016 and the related consolidated statements of retained earnings and cash flows for each of PMC and Guarantor and their respective consolidated Subsidiaries for such fiscal year, setting forth copies of for the Audited Historical Carve-Out consolidated Financial Statements only, in each case in comparative form, the figures for the previous year, with the opinion thereon of Deloitte & Touche LLP, and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 consolidated (the “Film Capture Operations Financial Statements” and, together with in the Audited Historical Carve-Out Financial Statementscase of Guarantor only, consolidating) balance sheets and statements of income of their consolidated Subsidiaries for such monthly periods of each of PMC and Guarantor up until September 30, 2016 and the related consolidated statements of retained earnings and of cash flows for each of PMC and Guarantor and their respective consolidated Subsidiaries for such monthly periods. All such financial statements are complete and correct and fairly present, in all material respects, the Unaudited Historical Carve-Out Financial Statements consolidated and consolidating financial condition of each of PMC and Guarantor and their respective Subsidiaries and the Unaudited Pro Forma Transaction Balance Sheetsconsolidated and consolidating results of their operations as at such dates and for such monthly periods, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared all in accordance with GAAPGAAP applied on a consistent basis. Since December 31, consistently applied throughout 2016, there has been no material adverse change in the periods covered thereby consolidated business, operations or financial condition of PMC, Guarantor and their respective consolidated Subsidiaries taken as a whole from that set forth in said financial statements nor is PMC or Guarantor aware of any state of facts which (without notice or the lapse of time) would or could result in any such material adverse change or could have a Material Adverse Effect. Neither PMC nor Guarantor has, on December 31, 2016 any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of either PMC or Guarantor except as may be indicated heretofore disclosed to Buyer in the notes thereto)writing. (e) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the future.

Financial Statements. (a) Section 3.11(a4.6(a) of the Seller Olympus Disclosure Schedule sets forth true, complete and accurate copies of (i) the Audited Historical Carve-Out Financial Statements audited consolidated balance sheet of Olympus and its Subsidiaries as of December 31, 2018 and December 31, 2017 and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) related audited statements of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenueincome, expenses cash flows and contribution to earnings of Film Capture shareholders’ equity for the fiscal years ended, respectively, 2010, 2011 and 2012 year then ended (the “Film Capture Operations Olympus Annual Financial Statements”) and (ii) the unaudited consolidated balance sheet of Olympus and its Subsidiaries as of September 30, 2019 and the related unaudited statements of income, cash flows and shareholders’ equity for the period then ended (the “Olympus Interim Financial Statements” and, together with the Audited Historical Carve-Out Olympus Annual Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Olympus Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Olympus Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently IFRS EU applied on a consistent basis throughout the periods covered thereby (except and fairly present in all material respects the consolidated financial position, results of operations, cash flows and shareholders’ equity of Olympus and its Subsidiaries as may be indicated at the respective dates thereof and for the respective periods referred to therein, subject, in the notes theretocase of the Olympus Interim Financial Statements, to the absence of footnotes and to normal year-end audit adjustments (the effect of which will not, individually or in the aggregate, be material). The books and records of Olympus and its Subsidiaries from which the Olympus Financial Statements have been prepared are true and complete in all material respects and have been maintained in all material respects in accordance with IFRS EU. (eb) Section 4.6(b) of the Olympus Disclosure Schedule sets forth true, complete and accurate copies of the Summit Financial Statements. The Summit Financial Statements are materially accurate have been prepared in accordance with the principles set forth in Section 4.6(b) of the Olympus Disclosure Schedule applied on a consistent basis throughout the periods covered thereby and fairly present in all material respects the financial condition position and results of operations of Everest, Olympus and their respective Subsidiaries, taken together, as at the Business respective dates thereof and for the respective periods covered thereby except referred to therein. Notwithstanding the foregoing, no warranty is made by Olympus with respect to information supplied by Everest or any of its Subsidiaries for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained inclusion in the Film Capture Operations Summit Financial Statements. (c) Neither Olympus nor any of its Subsidiaries is a party to, (iii) nor does Olympus or any of its Subsidiaries have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or any off-balance sheet arrangements where the absence purpose or intended effect of such Contract is to avoid disclosure of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative transaction involving, or liabilities of, Olympus or any of what the Business results of operations, financial position and cash flows may be its Subsidiaries in the futureOlympus Financial Statements.

Financial Statements. (a) Section 3.11(a) Set forth on Schedule 3.7 of the Seller Disclosure Schedule sets forth copies Letter are the following financial statements; (i) audited consolidated balance sheets and statements of income, changes in stockholders’ equity and cash flow as of and for the fiscal years ended December 31, 2008 and 2009 for the Acquired Entities (the “Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements”); and (ii) unaudited consolidated balance sheets and statements of income, changes in stockholders’ equity and cash flow (the “Interim Financial Statements”) as of and for the six months ended June 30, 2010 (the “Balance Sheet Date”) for the Acquired Entities. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations The Audited Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”).: (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to comply with the Business during the periods presented and requirements of CA 2006; (ii) have been prepared in accordance with GAAP, consistently IFRS applied on a consistent basis throughout the periods covered thereby thereby, give a true and fair view of the financial position of the Acquired Entities as of such dates and the results of operations and cash flows of the Acquired Entities for such periods, are consistent with the books and records of the Acquired Entities and have not been affected by any extraordinary or exceptional item other than those identified as such; (except as may be indicated c) The statement of the Company’s directors contained in the notes thereto)directors’ report to the Audited Financial Statements complies with section 418(2) CA 2006. (d) Except as set forth in the Interim Financial Statements, the Interim Financial Statements have been prepared on a basis which is consistent with the Audited Financial Statements and fairly reflect the financial position, results of operations and cashflows of the Acquired Entities. The Acquired Entities have no known Liabilities in excess of £25,000, other than those reflected in the Interim Financial Statements, or incurred in the Ordinary Course of Business since June 30, 2010. (e) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations Each of the Business for Acquired Entities maintains accounting books and records reflecting with reasonable accuracy its assets and liabilities and in the periods covered thereby except for opinion of the Management Sellers maintains proper and adequate internal accounting controls which provide assurance that (i) pro forma adjustments as identified in Section 3.11(c)transactions are executed with the knowledge of the Management Sellers, (ii) normal year-end adjustments transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Acquired Entities and accruals contained in to maintain accountability for the Film Capture Operations Financial Statements, Acquired Entities’ consolidated assets (iii) access to the absence Acquired Entities assets is permitted only in accordance with the knowledge of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP Management Sellers, and (iv) accounts, notes and other Receivables and inventory are recorded with reasonable accuracy. (f) Except as set forth in Schedule 3.7 of the fact that Disclosure Letter, there have been no dividends (whether in cash or specie), distributions, transfers of cash, assets or value or other payments (“Shareholder Payments”) made by the Acquired Entities to or on behalf of the Sellers or their Affiliates or any employees of, or consultants or other advisers to the Sellers (or their Affiliates) since December 31, 2009, excluding salary payments to employees of the Acquired Entities and consistent with past practices. (g) Except as set forth in the Interim Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated and as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be arising in the futureOrdinary Course of Business since June 30, 2010, the Acquired Entities have no other Indebtedness.

Financial Statements. (a) Section 3.11(aThe Company has delivered to the Buyer the following financial statements, attached as Schedule 3.09(a) hereto: (i) audited consolidated balance sheet of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements Company and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) Subsidiaries as of the Seller Disclosure Schedule sets forth copies December 31, 2010 and audited consolidated statements of an unaudited pro forma internal summary of the revenueoperations, expenses stockholders’ equity, and contribution to earnings of Film Capture cash flows for the fiscal years endedyear then ended (collectively, respectively, 2010the “Audited Financial Statements”); and (ii) unaudited consolidated balance sheets of the Company and the Subsidiaries as of June 30, 2011 and 2012 (the “Film Capture Operations Latest Balance Sheet”), and the related statements of operations and cash flows for the fiscal year and the six (6) months then ended (collectively, the “Unaudited Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (cb) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, GAAP applied consistently applied throughout during the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate thereby, and present fairly in all material respects the financial condition of the relevant entities at the dates of said statements and the results of their operations of the Business and cash flows for the periods covered thereby thereby. The Unaudited Financial Statements have been prepared in accordance with GAAP applied consistently during the period covered thereby, and present fairly in all material respects the financial condition of the Company and the Subsidiaries at the date of such statements and the results of their operations and cash flows for the period covered thereby, except that they do not contain the materials and disclosures to be found in notes to financial statements prepared in accordance with GAAP, nor do they reflect year-end adjustments. (c) Except as set forth on Schedule 3.09(c) hereto, neither the Company nor any Subsidiary has any liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP, except for (i) pro forma adjustments as identified in Section 3.11(cliabilities reflected or reserved against on the Latest Balance Sheet (including all notes thereto), ; (ii) normal year-end adjustments and accruals contained liabilities incurred in the Film Capture Operations Financial Statements, ordinary course of business since the date of the Latest Balance Sheet; (iii) liabilities incurred in connection with the absence of any footnotes that would be required to bring transactions contemplated hereby; (iv) liabilities arising under Contracts or other matters otherwise set forth in the Film Capture Operations Financial Statements into compliance with GAAP Schedules hereto; and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureTransaction Expenses.

Financial Statements. (a) Section 3.11(aAttached as Schedule 2.7(a) are: (i) the Seller Balance Sheet and Rexam Balance Sheet, (ii) the Seller Income Statement and Rexam Income Statement, (iii) the Seller Statement of Cash Flows and Rexam Statement of Cash Flows ((i), (ii) and (iii), collectively and together with the notes thereto, the “Audited Financial Statements”), and (iv) the Pro Forma Financial Statements. Except as set forth on Schedule 2.7(a) of the Seller Disclosure Schedule sets forth copies Letter, (1) the Audited Financial Statements have been prepared using the books of account and other financial records of Seller, Rexam, the Seller Entities, the Rexam Entities and the Purchased Entities, as applicable; (2) the Seller Balance Sheet and Rexam Balance Sheet included in the Audited Financial Statements present fairly, in all material respects, the financial position of the portions of the Business to which they relate as of their respective dates; (3) the Seller Income Statement and the Rexam Income Statement included in the Audited Historical Carve-Out Financial Statements present fairly, in all material respects, the results of operations of that portion of the Business to which they relate and for the respective periods set forth therein; (4) the Seller Statement of Cash Flows and the Unaudited Historical Carve-Out Rexam Statement of Cash Flows included in the Audited Financial StatementsStatements present fairly, in all material respects, the cash flows of that portion of the Business to which they relate for the respective periods set forth therein; and (5) each of the Seller Balance Sheets, the Seller Income Statement, the Seller Statement of Cash Flows, the Rexam Balance Sheets, the Rexam Income Statement and the Rexam Statement of Cash Flows included in the Audited Financial Statements has been prepared in conformity with GAAP (in the case of the financial statements of the portion of the Business owned by Seller) or IFRS (in the case of the financial statements of the portion of the Business owned by Rexam), applied on a consistent basis during the periods involved. (b) The Pro Forma Financial Statements (i) have been prepared based on the Audited Financial Statements with such adjustments as are set forth in Section 3.11(b2.7(b) of the Seller Disclosure Schedule sets forth copies of an unaudited Letter and were prepared in accordance with the methodology set out in the notes to the Pro Forma Financial Statements; and (ii) present fairly in all material respects the pro forma internal summary financial position and results of operation of the revenue, expenses Business as if the Restructuring occurred on the dates for preparation of pro forma balance sheets and contribution to earnings income statements as per the applicable guidance set forth in Article 11 of Film Capture Regulation S-X promulgated under the Securities Act for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”)preparation of such financial statements. (c) Section 3.11(cThe systems of internal controls over financial reporting with respect to the Business are sufficient in all material respects to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP or IFRS, as applicable, and to maintain accountability for the assets of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements Business, (ii) receipts and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing expenditures are executed only in accordance with management’s good faith estimate authorization, (determined using reasonable judgmentiii) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements Business accurately and fairly reflect in reasonable detail the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable transactions and applied consistently to dispositions of the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations assets of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) Seller or Rexam, as applicable, can prevent or timely detect the fact unauthorized acquisition, use or disposition of the Purchased Assets that could materially affect the Financial Statements may not reflect financial statements or the actual expenses Business. To the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative Knowledge of what the Business results of operationsSeller, financial position and cash flows may be there are no material weaknesses in the futuredesign or operation of internal controls over financial reporting with respect to the Business.

Financial Statements. (a) Section 3.11(aStone has delivered to the Lenders (i) of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements its audited financial statements and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) audited financial statements of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture Canco for the fiscal years endedyear ended December 31, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and1999, together with its annual report on Form 10-K and Canco's annual report on Form 20-F filed with the Audited Historical Carve-Out Financial StatementsSecurities and Exchange Commission with respect to such fiscal year, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been its unaudited financial statements and the unaudited financial statements of Canco for the fiscal quarter ended March 31, 2000, together with its quarterly report on Form 10-Q filed with the Securities and Exchange Commission with respect to such fiscal quarter. All financial statements set forth or referred to in the materials specified in the preceding sentence were prepared in accordance conformity with U.S. GAAP or Canadian GAAP, consistently applied throughout as applicable, except with respect to unaudited financial statements for the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate absence of footnote disclosure and for year-end audit adjustments. All such financial statements fairly present in all material respects the consolidated financial condition position of Stone and its subsidiaries or Canco and its subsidiaries, as the case may be, as at the date thereof and the consolidated results of operations and changes in financial position of Stone and its subsidiaries or Canco and its subsidiaries, as the Business case may be, for each of the periods covered thereby except thereby. Except as disclosed in such financial statements, neither Stone nor Canco nor any of their respective subsidiaries had, at the date of such financial statements or on the Closing Date, as the case may be, any material contingent obligation, material contingent liability or material liability for taxes, long-term lease or unusual forward or long-term commitment or obligations to retired employees for medical or other employee benefits that is not reflected in the foregoing financial statements or the notes thereto. (ib) Stone has delivered to the Lenders its unaudited pro forma adjustments consolidated balance sheet and statements of income as identified of December 31, 1999, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in Section 3.11(c)good faith by Stone, (ii) normal year-end adjustments and accruals based on the assumptions used to prepare the pro forma financial information contained in the Film Capture Operations Financial StatementsConfidential Information Memorandum (which assumptions are believed by Stone on the Closing Date to be reasonable), (iii) present fairly on a pro forma basis the absence estimated consolidated financial position of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP Stone and (iv) the fact its consolidated Subsidiaries as of such date and for such period, assuming that the Financial Statements Transactions had actually occurred at such date or at the beginning of such period, as the case may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futurebe.

Financial Statements. (a) Section 3.11(a) of the Seller Disclosure Schedule sets forth True and complete copies of the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. (bare set forth in Schedule 4.8(a) Section 3.11(bhereto. Except as set forth below in Schedule 4.8(c)(v) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statementshereto, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to from, are in accordance with and accurately reflect, the Audited Historical Carve-Out Financial Statements Books and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) Records of the Transferred AssetsAcquired Companies, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applicable law and GAAP applied throughout on a consistent basis during the periods covered thereby involved (except as may be indicated stated in the notes thereto and except for adjustments of the type included in the Measurement Date Mexican GAAP Adjustments) and fairly present the changes in income, stockholders’ equity and financial position of the Acquired Companies, as of the times and for the periods referred to therein and properly reflect the financial position and results of operation of the Acquired Companies except as specified therein. Buyer further acknowledges that the Interim Financial Statements are unaudited statements subject to normal recurring year-end audit adjustments and do not have all of the applicable year-end footnotes thereto). The Financial Statements do not contain any extraordinary items or items of special or nonrecurring income or any other income not earned in the ordinary course of business, except as expressly specified therein. (eb) The Financial Statements are materially accurate Schedule 4.8(b) sets forth for each Acquired Company, all of its Measurement Date Indebtedness, including for each such item of financial Measurement Date Indebtedness, the payor, the payee, the principal amount, the term, the interest rate, the currency and present in all material respects the financial condition and results of operations of the Business for the periods covered thereby except for any guarantors. (c) (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained The amount of Indebtedness included in the Film Capture Operations Financial Statements, (iii) Measurement Date Indebtedness represents all Indebtedness of the absence Acquired Companies as of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureMeasurement Date.

Financial Statements. (a) Section 3.11(a) JADE has previously delivered, or will deliver, to PSB the JADE Regulatory Reports. The JADE Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial position, results of operations and changes in shareholders' equity of JADE as of and for the Seller Disclosure Schedule sets forth copies of periods ended on the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statementsdates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis. (b) Section 3.11(b) JADE has previously delivered, or will deliver, to PSB the JADE Financials. The JADE Financials have been, or will be, prepared in accordance with generally accepted accounting principles and practices applied on a consistent basis throughout the periods covered by such statements, and fairly present, or will fairly present, the consolidated financial position, results of the Seller Disclosure Schedule sets forth copies operations and cash flows of an unaudited pro forma internal summary JADE as of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years endedperiods ending on the dates thereof, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together in accordance with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”)generally accepted accounting principles applied on a consistent basis. (c) Section 3.11(cAt the date of each balance sheet included in the JADE Financials or the JADE Regulatory Reports, JADE did not have nor will it have, any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers type required to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared reflected, reserved against, or disclosed in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated such JADE Financials or JADE Regulatory Reports or in the notes footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto). (e) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations of the Business for the periods covered thereby , except for (i) pro forma adjustments as identified liabilities, obligations and loss contingencies which are not material in Section 3.11(c)the aggregate and which are incurred in the ordinary course of business, (ii) normal year-end consistent with past practice, and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futurefootnotes.

Financial Statements. (a) Section 3.11(a) Commencing with the Fiscal Year ending December 31, 2017, the audited consolidated balance sheet of the Seller Disclosure Schedule sets forth copies of Borrower and its Subsidiaries for the Audited Historical Carve-Out Financial Statements most recent Fiscal Year ended, and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements notes thereto (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been were prepared in accordance with GAAP, GAAP consistently applied throughout the periods period covered thereby (thereby, except as may be indicated in the notes thereto). otherwise expressly noted therein; (eii) The Financial Statements are materially accurate and fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Business Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) Commencing with the Fiscal Quarter ending June 30, 2018, the unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the periods covered thereby except most recent Fiscal Quarter ended, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter (i) pro forma adjustments were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as identified in Section 3.11(c)otherwise expressly noted therein, (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end adjustments audit adjustments, and accruals contained in the Film Capture Operations Financial Statements, (iii) show all material indebtedness and other liabilities, direct or contingent, of the absence Borrower and its Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) The projections and the other pro forma financial information delivered to the Administrative Agent prior to the Closing Date are based upon good faith estimates and assumptions believed by management of the Borrower to be accurate and reasonable at the time made, it being recognized and agreed by the Lenders that such financial information as it relates to future events is not to be viewed as fact, projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Credit Parties, no assurances can be given that any footnotes particular projection will be realized and that would be required to bring actual results during the Film Capture Operations Financial Statements into compliance with GAAP period or periods covered by such financial information may differ from the projected results set forth therein, and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows such differences may be in the futurematerial.

Financial Statements. (a) Section 3.11(aFMB has previously made available to SYBT true and complete copies of (i) the consolidated audited statements of financial condition (including related notes and schedules, if any) of the Seller Disclosure Schedule sets forth copies FMB as of the Audited Historical Carve-Out Financial Statements December 31, 2024 and the Unaudited Historical Carve-Out Financial Statements. related audited statements of income, shareholders’ equity and cash flows (bincluding related notes and schedules, if any) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years endedended December 31, respectively, 2010, 2011 2024 and 2012 2023 (the “Film Capture Operations Financial Statements” and, together with the FMB Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). , and (cii) Section 3.11(cthe monthly consolidated unaudited balance sheets and related statements of income (including related notes and schedules, if any) of FMB for the Seller Disclosure Schedule sets forth copies quarterly periods beginning on January 1, 2025 and ending on the last day of the Unaudited Pro Forma Transaction Balance Sheetsmonth immediately preceding the month in which the Effective Time occurs (the “FMB Interim Financial Statements”) (the FMB Audited Financial Statements and FMB Interim Financial Statements, collectively, the “FMB Financial Statements”). The Unaudited Pro Forma Transaction Balance Sheets FMB Financial Statements (including the related notes, where applicable) (i) have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements from, and the Unaudited Historical Carve-Out Financial Statementsare in accordance with, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assetsin all material respects, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements FMB and the Unaudited Historical CarveFMB Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of FMB and the FMB Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-Out Financial Statements end audit adjustments normal in nature and amount), (iiii) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented complied as of their respective dates in all material respects with applicable regulatory accounting requirements, and (iiiv) have been prepared in accordance with GAAP, GAAP consistently applied throughout during the periods covered thereby (except involved, except, in each case, as may be indicated in the statements or in the notes thereto). (e) . The Financial Statements books and records of FMB and the FMB Subsidiaries have been, and are materially accurate and present being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP has not resigned (or informed FMB that it intends to resign) or been dismissed as independent public accountants of FMB as a result of or in connection with any disagreements with FMB on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not, either individually or in the financial condition aggregate, reasonably be expected to have a Material Adverse Effect on FMB, neither FMB nor any of its Subsidiaries has any liability (whether absolute, accrued, contingent or otherwise and results whether due or to become due) required by GAAP to be included on a consolidated balance sheet of operations of the Business for the periods covered thereby FMB, except for those liabilities that are reflected or reserved against in the FMB Financial Statements and for liabilities incurred in the ordinary course, consistent with past practices, since September 30, 2025, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of FMB and the FMB Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of FMB or the FMB Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on FMB. FMB (i) pro forma adjustments has implemented and maintains disclosure controls and procedures to ensure that material information related to FMB, including FMB Subsidiaries, is made known to the chief executive officer and chief financial officer of FMB by others within those entities as identified in Section 3.11(c)appropriate to allow timely decisions regarding controls, and (ii) normal year-end adjustments has disclosed, based on its most recent evaluation prior to the date hereof, to FMB’s outside auditors and accruals contained the audit committee of FMB’s Board of Directors (A) any significant deficiencies and material weaknesses in the Film Capture Operations Financial Statementsdesign or operation of internal controls over financial reporting which are reasonably likely to adversely affect FMB’s ability to record, process, summarize, and report financial information, and (B) to the knowledge of FMB, any fraud, whether or not material, that involves management or other employees who have a significant role in FMB’s internal control over financial reporting. Any such disclosures were made in writing by FMB management to FMB’s auditors and audit committee and true, correct and complete copies of such disclosures have previously been made available to SYBT. (d) Since January 1, 2021, (iiii) neither FMB nor any of the absence FMB Subsidiaries, nor, to the knowledge of FMB, any director, officer, auditor, accountant or representative of FMB or any of the FMB Subsidiaries, has received or otherwise had or obtained knowledge of any footnotes material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of FMB or any FMB Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that would be required to bring FMB or any of the Film Capture Operations Financial Statements into compliance with GAAP FMB Subsidiaries has engaged in questionable accounting or auditing practices, and (ivii) no attorney representing FMB or any FMB Subsidiary, whether or not employed by FMB or any of the fact that FMB Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by FMB or any FMB Subsidiary or any of their respective officers, directors, employees or agents to the Financial Statements may not reflect Board of Directors of FMB or any FMB Subsidiary or any committee thereof, or to the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative knowledge of what the Business results FMB, to any director or officer of operations, financial position and cash flows may be in the futureFMB or any FMB Subsidiary.

Financial Statements. (a) Section 3.11(a) DPW has delivered or made available (for purposes of this section, filings that are publicly available prior to the date hereof on the ▇▇▇▇▇ system of the Seller Disclosure Schedule sets forth copies Commission under the name of DPW are deemed to have been made available) to the Stockholders: a true and complete copy of DPW’s audited balance sheet as of December 31, 2016 and December 31, 2015 and the related audited statements of operations, changes in DPW stockholder’s deficit and cash flows for each of the Audited Historical Carve-Out Financial Statements years ended December 31, 2016, and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenueDecember 31, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been 2015 prepared in accordance with GAAP, consistently applied throughout together with the periods covered thereby reports of ▇▇▇▇▇▇, LLP and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & Kasierer, DPW’s independent registered public accounting firms (except collectively the “Firm”), which have served as may be indicated DPW’s auditors of DPW’s financial statements (such statements, including the related notes and schedules thereto, are referred to herein as the “DPW Financial Statements”). The DPW Financial Statements have been prepared from, are in accordance with, and accurately reflect, the books and records of DPW, comply in all material respects with applicable accounting requirements in the notes thereto). (e) The case of the DPW Financial Statements are materially accurate and Statements; fairly present in all material respects the financial condition position and the results of operations and cash flows (and changes in financial position, if any) of DPW as of the Business times and for the periods covered thereby except for referred to therein (i) pro forma adjustments as identified subject, in Section 3.11(c)the case of unaudited statements, (ii) normal to normally recurring year-end adjustments and accruals contained that are not material either individually or in the Film Capture Operations Financial Statements, (iii) aggregate and the absence of any footnotes that would be required to bring the Film Capture Operations footnotes). The DPW Financial Statements into compliance have been prepared in accordance with GAAP and applied on a consistent basis during the periods involved (iv) except as set forth in the fact that the notes thereto). The DPW Financial Statements may not reflect are in a form appropriate for filing with the actual expenses Commission. (b) The Firm, which has certified the Business would have incurred if it had been operated DPW Financial Statements and related schedules, is an independent registered public accounting firm with respect to DPW as a stand-alone entity required by the Securities Act and may not be indicative of what the Business results of operations, financial position rules and cash flows may be in regulations promulgated thereunder and the futurePublic Company Accounting Oversight Board (United States).

Financial Statements. The Company has delivered to Prudential and each Purchaser copies of (ai) Section 3.11(a) the financial statements of the Seller Disclosure Company and its Subsidiaries listed on Schedule sets forth copies 5.5, (ii) a consolidated balance sheet of the Audited Historical Carve-Out Financial Statements Company and its Subsidiaries as at December 31 in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and consolidated statements of income and cash flows and a consolidated statement of shareholders’ equity of the Company and its Subsidiaries for each such year, all reported on by Deloitte & Touche, LLP (or such other nationally recognized accounting firm as may be reasonably acceptable to such Purchaser) and (iii) condensed consolidated balance sheet of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released) and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) comparable quarterly period in the preceding fiscal year and condensed consolidated statements of income and cash flows for the Seller Disclosure Schedule sets forth copies periods from the beginning of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years endedin which such quarterly periods are included to the end of such quarterly periods, respectively, 2010, 2011 prepared by the Company. All of said financial statements (including in each case the related schedules and 2012 (notes) fairly present in all material respects the “Film Capture Operations Financial Statements” and, together with consolidated financial position of the Audited Historical Carve-Out Financial Statements, Company and its Subsidiaries as of the Unaudited Historical Carve-Out Financial Statements respective dates specified in such Schedule and the Unaudited Pro Forma Transaction Balance Sheets, consolidated results of their operations and cash flows for the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements respective periods so specified and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, GAAP consistently applied throughout the periods covered thereby (involved except as may be indicated set forth in the notes thereto). thereto (e) The Financial Statements are materially accurate and present subject, in all material respects the case of any interim financial condition and results of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c)statements, (ii) to normal year-end adjustments adjustments). The Company and accruals contained its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureDisclosure Documents.

Financial Statements. True and complete copies of (ai) Section 3.11(a) the audited balance sheets and the related statements of income and expenses, members’ equity, and cash flows of MMG for each of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the two fiscal years endedended as of December 31, respectively2011 and December 31, 2010, 2011 together with all related notes and 2012 schedules thereto, accompanied by the reports thereon of MMG’s accountants (the “Film Capture Operations MMG Audited Financial Statements”); (ii) the audited consolidated balance sheet and the related consolidated statements of income and expenses, stockholders’ equity, and cash flows of the Business for the quarterly period ended September 30, 2011; (iii) the unaudited consolidated balance sheet and the related consolidated statement of income and expenses, stockholders’ equity, and cash flows of the Business for the quarterly period ended September 30, 2012, which have been reviewed by SFX’s Accountants; and (iv) for each of 2012 and 2011, the unaudited year-to-date period ended on the last day of the full calendar month immediately preceding the Closing together with all related notes and schedules thereto accompanied by the reports thereon of Transferor’s accountants (the “Transferor Interim Financial Statements” and, together with the MMG Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Transferor Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheetshave been delivered or will be delivered by Transferor to Parent. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Transferor Financial Statements (iA) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been were prepared in accordance with GAAPthe books of account and other financial records of the Transferors, consistently applied throughout (B) present fairly the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present in all material respects the consolidated financial condition and results of operations of the Business Transferors as of the dates thereof or for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c)thereby, (iiC) normal year-end adjustments and accruals contained have been prepared in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance accordance with GAAP and (iv) applied on a basis consistent with the fact past practices of the Transferors, except that the Transferor Financial Statements may not reflect contain all footnotes required by GAAP and (D) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the actual expenses consolidated financial condition of the Business would have incurred if it had been operated as a stand-alone entity Transferors and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureoperations of the Transferors as of the dates thereof or for the periods covered thereby.

Financial Statements. (a) As of the Closing Date, the financial statements relating to Comfort Products Distributing LLC, a Delaware limited liability company (“Comfort Products”), that have been delivered by Borrower to Administrative Agent are the “Comfort Products Financial Statements” as defined in Section 3.11(a4.09(a) of the Seller Disclosure Schedule sets forth copies Joint Venture Agreement and (i) have been prepared from the books and records of Comfort Products in accordance with GAAP consistently applied during the periods covered thereby (except (A) as otherwise disclosed therein and (B) for failures to be so prepared that would not result in an unfair presentation of the Audited Historical Carve-Out Financial Statements financial position and the Unaudited Historical Carve-Out Financial Statementsresults of operations of Comfort Products) and (ii) fairly present in all material respects the financial position and the results of operations of Comfort Products as of the dates and during the periods therein. (b) Section 3.11(b) As of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial StatementsClosing Date, the Unaudited Historical Carve-Out Financial Statements financial statements relating to Borrower and the Unaudited Pro Forma Transaction Balance Sheets, Division Entities that have been delivered by Borrower to Administrative Agent are the “Financial Statements”). (c) ” as defined in Section 3.11(c3.08(a) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets Joint Venture Agreement and (i) have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements Borrower and the Unaudited Historical Carve-Out Financial Statements Division Entities (iexcept (A) include certain expenses that have been allocated on a basis that Seller considers as otherwise disclosed therein and (B) for failures to be reasonable so prepared that would not result in an unfair presentation of the financial position and applied consistently to the Business during results of operations of the periods presented Borrower and the Division Entities, in the aggregate, on the basis of presentation outlined in the Financial Statements); (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby manner set forth in Financial Statements; and (except as may be indicated in the notes thereto). (eiii) The Financial Statements are materially accurate and fairly present in all material respects the financial position and the results of operations of Borrower and the Division Entities, in the aggregate, on the basis of presentation outlined in the Financial Statements. (c) All historical financial statements relating to the Loan Parties and their Subsidiaries (except in all cases, the financial statements referenced in the foregoing Sections 4.9(a) and 4.9(b)) that have been delivered by Borrower to Administrative Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, the Loan Parties’ and their Subsidiaries’ consolidated financial condition as of the date thereof and results of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureperiod then ended.

Financial Statements. (a) Section 3.11(a) The audited consolidated and consolidating balance sheet of the Seller Disclosure Schedule sets forth copies of Parent and its Subsidiaries for the Audited Historical Carve-Out Financial Statements most recent Fiscal Year ended, and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements notes thereto (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and were prepared in accordance with GAAP consistently applied consistently to throughout the Business during the periods presented period covered thereby, except as otherwise expressly noted therein; and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and fairly present in all material respects the financial condition of the Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated balance sheet of the Parent and its Subsidiaries for the most recent Fiscal Quarter ended, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Consolidated Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments, and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Parties as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) The consolidated and consolidating pro forma balance sheet of the Borrower and its Subsidiaries as the date of the formation of the Parent, and the related consolidated and consolidating pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the period covered thereby, with a Financial Officer Certification, copies of which have been furnished to each Lender, fairly present the consolidated and consolidating pro forma financial condition of the Borrower and its Subsidiaries as at such date and the consolidated and consolidating pro forma results of operations of the Business Borrower and its Subsidiaries for the periods covered thereby except for such period, all in accordance with GAAP. (id) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence The annual operating budget consisting of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative statements of what the Business results of operations, financial position income or operations and cash flows may and other information for each of the Unencumbered Pool Properties (or any Real Estate Assets or other properties proposed to be included as Unencumbered Pool Properties) supporting pro forma covenant compliance calculations hereunder and delivered prior to the Closing Date or otherwise pursuant to Section 7.1(d) were prepared in good faith on the futurebasis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such statements or other information, and represented, at the time of delivery, the Borrower’s reasonable estimate of the future income, operations or cash flows for such Unencumbered Pool Properties (or other Real Estate Assets or other properties).

Financial Statements. Prior to the execution of this Agreement, Love has delivered to Purchaser true and complete copies of the following financial statements: (a) Section 3.11(a) the audited balance sheets of the Seller Disclosure Schedule sets Company and its consolidated subsidiaries as of __________________________, and the related audited consolidated statements of operations, stockholders' equity and cash flows for each of the fiscal years then ended, together with a true and correct copy of the unqualified report with no exceptions or modifications, but with allowable explanatory language with respect to the Company's ability to continue as a going concern, on such audited information by _____________________, and all letters from such accountants with respect to the results of such audits; and (b) the unaudited balance sheets of the Company and its consolidated subsidiaries as of _________________, and the related unaudited consolidated statements of operations, stockholders' equity and cash flows for the portion of the fiscal year then ended. Except as set forth copies in the notes thereto and as disclosed in SECTION 2.09 OF THE DISCLOSURE SCHEDULE, all such financial statements (i) were prepared in accordance with GAAP on a consistent basis, (ii) fairly present the consolidated financial condition and results of operations of the Company and its consolidated subsidiaries as of the respective dates thereof and for the respective periods covered thereby, and (iii) were compiled from the Books and Records of the Company and the Subsidiaries regularly maintained by management and used to prepare the financial statements of the Company and the Subsidiaries in accordance with the principles stated therein. The Company and the Subsidiaries have maintained their respective Books and Records in a manner sufficient to permit the preparation of financial statements in accordance with GAAP, such Books and Records fairly reflect, in all material respects, the income, expenses, assets and liabilities of the Company and the Subsidiaries and the Books and Records provided a fair and accurate basis for the preparation of the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue. Except for those Subsidiaries listed in SECTION 2.09 OF THE DISCLOSURE SCHEDULE, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations of each Subsidiary are, and for all periods referred to in this SECTION 2.09 have been, consolidated with those of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureCompany.

Financial Statements. (a) Section 3.11(a) The audited consolidated and consolidating balance sheet of the Seller Disclosure Schedule sets forth copies Borrower and its Subsidiaries for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, and the summaries/schedules prepared by management of the Audited Historical Carve-Out Financial Statements Borrower with respect to the Regulated Subsidiaries and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) other Subsidiaries of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of Borrower, including the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”).notes thereto: (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been were prepared in accordance with GAAP, GAAP consistently applied throughout the periods period covered thereby (thereby, except as may be indicated in the notes thereto).otherwise expressly noted therein; (eii) The Financial Statements are materially accurate and fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Business Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries for the periods covered thereby except most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, and the summaries/schedules prepared by management of the Borrower with respect to the Regulated Subsidiaries and the other Subsidiaries of the Borrower: (i) pro forma adjustments were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as identified in Section 3.11(c), otherwise expressly noted therein; (ii) normal year-end adjustments fairly present in all material respects the financial condition of the Borrower and accruals contained its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the Film Capture Operations Financial Statementscase of clauses (b)(i) and (b)(ii), to the absence of footnotes and to normal year‑end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the absence Borrower and its Subsidiaries as of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (ivc) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity The consolidated and may not be indicative consolidating forecasted balance sheet and statements of what the Business results of operations, financial position income and cash flows may of the Credit Parties and their Subsidiaries delivered pursuant to Section 7.1(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s good faith estimate of its future financial condition and performance based upon assumptions believed to be in reasonable at the futuretime.

Financial Statements. (a) So long as (1) the provisions of Section 3.11(a16.01(j) shall be in effect and (2) the purchase price paid by Spirit Finance Corporation or an affiliate (“Spirit”) in respect of the Property Locations leased to Tenant hereunder on any measurement date and the Property Locations under the Other Lease on such measurement date, on an aggregate basis, continues to exceed twenty percent (20%) of the Seller Disclosure Schedule sets forth copies Spirit’s total assets as of the date of its most recent audited balance sheet (including any assets acquired subsequent to the date of that balance sheet if the acquisitions of those assets were reported in a report on Form 8-K) then, Tenant shall deliver to Landlord the following financial statements: (i) within forty-five (45) days after the end of each fiscal quarter of Tenant (provided, however, that Tenant shall not be in Default under this Lease for failure to deliver the Holding Unaudited Financial Reports (defined below) unless such failure to deliver the Holding Unaudited Financial Reports continues and is not cured within an additional fifteen (15) days after the aforesaid forty-five (45) day period), the interim unaudited (A) consolidated balance sheet, statement of operations, statement of stockholders’ equity and statement of cash flows and all other related schedules for the fiscal period then ended of SKO Group Holding Corp. and its consolidated subsidiaries (the “Holding Unaudited Reporting Financials”), which Tenant acknowledges shall be filed as part of Spirit’s Securities and Exchange Commission (“SEC”) reporting obligations; (B) such other financial information reasonably requested by Landlord to the extent required for Landlord to satisfy its filing obligations under the rules and regulations of the SEC; and (C) income and expense statements for the business at each Property Location, in the form attached hereto as Exhibit J (such information to be subject to the confidentiality and non-disclosure provisions set forth in Section 31.17(g)). (ii) within seventy-five (75) days after the end of each fiscal year of Tenant (provided, however, that so long as Tenant delivers to Landlord “draft” statements within the aforesaid seventy-five (75) day period, Tenant shall not be in Default under this Lease for failure to deliver the Holding Audited Historical CarveFinancial Reports (defined below) unless such failure to deliver the Holding Audited Financial Reports continues and is not cured within an additional ten (10) days after the aforesaid seventy-Out Financial Statements five (75) day period), the audited (A) consolidated balance sheet, statement of operations, statement of stockholders’ equity and statement of cash flows and all other related schedules for the fiscal period then ended of SKO Group Holding Corp. and its consolidated subsidiaries (the “Holding Audited Reporting Financials”), and together with the Holding Unaudited Historical CarveReporting Financials, (the “Holding Reporting Financials”), which Tenant acknowledges shall be filed as part of Spirit’s SEC reporting obligations; (B) such other financial information reasonably requested by Landlord to the extent required for Landlord to satisfy its filing obligations under the rules and regulations of the SEC; and (C) income and expense statements for the business at each Property Location (such information to be subject to the confidentiality and non-Out Financial Statementsdisclosure provisions set forth in Section 31.17(g)). (b) At such time as (1) the provisions of Section 3.11(b16.01(j) are no longer in effect and (2) the purchase price paid by Spirit in respect of the Property Locations leased to Tenant hereunder on any measurement date, on an aggregate basis, continues to exceed twenty percent (20%) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary Spirit’s total assets as of the revenuedate of its most recent audited balance sheet (including any assets acquired subsequent to the date of that balance sheet if the acquisitions of those assets were reported in a report on Form 8-K) then, expenses Tenant shall deliver to Landlord the following financial statements: (i) within forty-five (45) days after the end of each fiscal quarter of Tenant (provided, however, that Tenant shall not be in Default under this Lease for failure to deliver the Tenant Unaudited Financial Reports (defined below) unless such failure to deliver the Tenant Unaudited Financial Reports continues and contribution to earnings is not cured within an additional fifteen (15) days after the aforesaid forty-five (45) day period), the interim unaudited (A) consolidated balance sheet, statement of Film Capture operations, statement of stockholders’ equity and statement of cash flows and all other related schedules for the fiscal years ended, respectively, 2010, 2011 period then ended of Tenant and 2012 its consolidated subsidiaries (the “Film Capture Operations Financial StatementsTenant Unaudited Reporting Financials”); (B) such other financial information reasonably requested by Landlord to the extent required for Spirit to satisfy its filing obligations under the rules and regulations of the SEC; and (C) income and expense statements for the business at each Property Location (such information to be subject to the confidentiality and non-disclosure provisions set forth in Section 31.17(g)). (ii) within seventy-five (75) days after the end of each fiscal year of Tenant (provided, however, that so long as Tenant delivers to Landlord “draft” andstatements within the aforesaid seventy-five (75) day period, Tenant shall not be in Default under this Lease for failure to deliver the Tenant Audited Reporting Financials and Tenant Reporting Financials (each defined below) unless such failure to deliver the Tenant Audited Reporting Financials and Tenant Reporting Financials continues and is not cured within an additional ten (10) days after the aforesaid seventy-five (75) day period), the audited (A) consolidated balance sheet, statement of operations, statement of stockholders’ equity and statement of cash flows and all other related schedules for the fiscal period then ended of Tenant and its consolidated subsidiaries (the “Tenant Audited Reporting Financials” and together with the Audited Historical Carve-Out Financial Statements, the Tenant Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance SheetsReporting Financials, the “Financial StatementsTenant Reporting Financials”), (B) such other financial information reasonably requested by Landlord to the extent required for Spirit to satisfy its filing obligations under the rules and regulations of the SEC; and (C) income and expense statements for the business at each Property Location (such information to be subject to the confidentiality and non-disclosure provisions set forth in Section 31.17(g)). (c) So long as (1) the provisions of Section 3.11(c16.01(j) shall be in effect and (2) the purchase price paid by Spirit in respect of the Property Locations leased to Tenant hereunder on any measurement date and the Property Locations under the Other Lease on such measurement date, on an aggregate basis, continues to exceed ten percent (10%) but is less than twenty percent (20%) of the Seller Disclosure Schedule sets forth copies Spirit’s total assets as of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments date of its most recent audited balance sheet (including any assets acquired subsequent to the Audited Historical Carvedate of that balance sheet if the acquisitions of those assets were reported in a report on Form 8-Out Financial Statements K) then, Tenant shall deliver to Landlord such financial statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) information required for Spirit to comply with all reporting requirements of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this AgreementSEC. (d) The Financial Statements were derived from At such time as the books provisions of Section 16.01(j) are no longer in effect, and records at all times thereafter during the Term of this Lease, Tenant shall deliver to Landlord the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements following financial statements: (i) include certain expenses within forty-five (45) days after the end of each fiscal quarter of Tenant (provided, however, that have been allocated on a basis that Seller considers Tenant shall not be in Default under this Lease for failure to deliver the following items unless such failure to deliver same continues and is not cured within an additional fifteen (15) days after the aforesaid forty-five (45) day period), the (A) Tenant Unaudited Reporting Financials; (B) such other financial information reasonably requested by Landlord to the extent required for Landlord to satisfy its filing obligations under the rules and regulations of the SEC; and (C) income and expense statements for the business at each of the Property Locations (such information to be reasonable and applied consistently subject to the Business during the periods presented confidentiality and non-disclosure provisions set forth in Section 31.17(g)); and (ii) have been within seventy-five (75) days after the end of each fiscal year of Tenant (provided, however, that so long as Tenant delivers to Landlord “draft” statements within the aforesaid seventy-five (75) day period, Tenant shall not be in Default under this Lease for failure to deliver the following items unless such failure to deliver same continues and is not cured within an additional ten (10) days after the aforesaid seventy-five (75) day period), the (A) Tenant Audited Reporting Financials; (B) such other financial information reasonably requested by Landlord to the extent required for Landlord to satisfy its filing obligations under the rules and regulations of the SEC; and (C) income and expense statements for the business at each of the Property Locations (such information to be subject to the confidentiality and non-disclosure provisions set forth in Section 31.17(g)). (e) All financial statements to be provided hereunder shall be prepared in accordance with GAAP, consistently applied throughout and the periods covered thereby Holding Reporting Financials and the Tenant Reporting Financials will be prepared in accordance with Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended (except as may the “Exchange Act”); provided that any unaudited Reporting Financials will not be indicated reviewed by independent public accountants. In the event of changes after the Effective Date in the notes theretorules and regulations of the SEC applicable to Tenant’s obligations hereunder, Landlord will reasonably cooperate with Tenant to the extent Tenant wishes to appeal or otherwise seek exemptive relief from such requirements from the SEC, subject to Landlord’s obligation to timely file the applicable financial information. To the extent such changes are the sole cause of an increase in the cost of compliance hereunder and under Section 31.17(e) of the Other Lease of more than Two Hundred Fifty Thousand Dollars ($250,000), in the aggregate on an annual basis, such additional reporting costs in excess of Two Hundred Fifty Thousand Dollars ($250,000) on an annual basis (adjusted annually for the increase in the CPI) shall be paid by Landlord. (ef) The Financial Statements At such time as (1) the provisions of Section 16.01(j) shall be in effect and (2) the purchase price paid by Spirit in respect of the Property Locations leased to Tenant hereunder on any measurement date and the Property Locations under the Other Lease on such measurement date, on an aggregate basis, no longer exceeds twenty percent (20%) of Spirit’s total assets as of the date of its most recent audited balance sheet (including any assets acquired subsequent to the date of that balance sheet if the acquisitions of those assets were reported in a report on Form 8-K) then, the Holding Reporting Financials shall no longer be required to comply with Regulation S-X and Spirit shall no longer include such Reporting Financials as part of its SEC filings. At such time as (i) the provisions of Section 16.01(j) are materially accurate no longer in effect and present (ii) the purchase price paid by Spirit in respect of the Property Locations leased to Tenant hereunder on any measurement date, on an aggregate basis, no longer exceeds twenty percent (20%) of Spirit’s total assets as of the date of its most recent audited balance sheet (including any assets acquired subsequent to the date of that balance sheet if the acquisitions of those assets were reported in a report on Form 8-K) then, the Tenant Reporting Financials shall no longer be required to comply with Regulation S-X and Spirit shall no longer include such Reporting Financials as part of its SEC filings. (g) Landlord agrees to treat as confidential, and to not disclose without Tenant’s written consent, all income and expense statements for the business at each Property Location and any other information specific to a Property Location including, but not limited to, the reports generated by Tenant under Section 31.17(j) (collectively, the “Confidential Information”); provided, however, that Confidential Information does not include information which (i) is already known to Landlord prior to receipt as evidenced by prior documentation thereof or has been independently developed by Landlord on a non-confidential basis; (ii) is or becomes generally available to the public other than as a result of an improper disclosure by Landlord or its representatives; (iii) becomes available to Landlord on a non-confidential basis from a source other than Tenant or any of its representatives, provided that such source is not, to Landlord’s knowledge, bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Tenant with respect to such information; or (iv) is disclosed pursuant to a requirement of a court, administrative agency or other regulatory or governmental body or is disclosed pursuant to applicable law, rule or regulation. Notwithstanding the foregoing, Landlord may, without the written consent of Tenant, disclose any Confidential Information solely to a Mortgagee or trustee in connection with a Securitization or a rating agency involved with respect to such Securitization (collectively, the “Disclosure Parties”) and the Disclosure Parties may further disclose the Confidential Information solely to B-piece buyers in connection with the Securitization or an institutional investor that typically invests in Securitizations of this type and size (“Other Parties”) to the extent the Disclosure Parties customarily disclose the same to the Other Parties in connection with the Securitization and to the extent requested by the Other Parties; provided that (A) the Disclosure Parties and the Other Parties are advised that the Confidential Information is confidential, (B) the Confidential Information may not be placed in any prospectus, or other Securities offering material or other written materials by Landlord, or any Mortgagee, trustee or rating agency or any Affiliated Party, and (C) the Disclosure Parties and the Other Parties (other than the rating agencies which are not required to execute a Confidentiality Agreement but may only disclose information to parties that have executed a Confidentiality Agreement), execute a confidentiality agreement substantially in the form attached hereto as Schedule 31.17(g), or such other form as reasonably agreed upon by Tenant, Landlord, the Disclosure Parties, and/or the Other Parties (the “Confidentiality Agreement”). Notwithstanding anything to the contrary contained in this Section, (a) in no event shall any Confidential Information be disclosed to any retailers, and (b) Landlord and Tenant understand and agree that the Disclosure Parties may disclose aggregate, portfolio level financial information regarding Tenant and the Properties as a whole. (h) All financial statements to be provided hereunder shall be certified by the chief financial officer or administrative member of Tenant, which certification shall be in the form of Schedule 31.17(h) attached hereto and shall state that such financial statements (i) are true, complete and correct in all material respects the financial condition and results of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c)respects, (ii) normal year-end adjustments fairly present, in all material respects, the financial condition of Tenant as of the date of such reports, and accruals contained in the Film Capture Operations Financial Statements, (iii) satisfy the absence requirements set forth in Section 31.17. If Tenant discovers that its financial statements contain a misstatement or an omission in any material respect, it shall promptly notify Landlord of same and take such actions as are reasonably necessary to correct such financial statements; provided, however, in no event shall Tenant willfully and intentionally misstate its financial statements. In no event shall Tenant have any liability to Landlord or its affiliates in respect of any footnotes breach of the foregoing certification caused by Tenant’s negligence or gross negligence or, except as set forth in Section 16.01 and Section 16.02, for failure to perform its obligations under this Section 31.17. Landlord’s sole rights and remedies for a breach of this Section 31.17 shall be limited to those remedies that would be required are available to bring the Film Capture Operations Financial Statements into compliance with GAAP and Landlord as set forth in Section 16.02 of this Lease. (ivi) the fact Tenant agrees that the Financial Statements may not reflect Holding Audited Reporting Financials and the actual expenses Tenant Audited Reporting Financials shall be audited by, and the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the future.Holdi

Financial Statements. (a) Section 3.11(aValley’s (a) Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC under the Exchange Act sets forth the consolidated balance sheets of Valley as of December 31, 2013 and 2012, and the related consolidated statements of income, shareholders’ equity and cash flows for the periods ended December 31 in each of the Seller Disclosure Schedule three years 2011 through 2013, accompanied by the audit report of Valley’s independent public accountants, and (b) Quarterly Report on Form 10-Q for the period ended March 31, 2014 filed with the SEC under the Exchange Act sets forth copies the unaudited consolidated balance sheets of Valley as of March 31, 2014 and 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows of the Audited Historical Carve-Out three months ended March 31, 2014 and 2013 ((a) and (b) collectively, the “Valley Financial Statements”). The Valley Financial Statements (including the related notes), have been prepared in accordance with GAAP consistently applied during the periods involved, and fairly present in all material respects the consolidated financial position of Valley as of the respective dates set forth therein, and the Unaudited Historical Carve-Out Financial Statementsrelated consolidated statements of income, changes in shareholders’ equity and of cash flows (including the related notes, where applicable) fairly present in all material respects the consolidated results of operations and changes in shareholders’ equity and of cash flows of Valley for the respective fiscal periods set forth therein. (b) Section 3.11(b) The books and records of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenueValley and its Significant Subsidiaries have been and are being maintained in material compliance with applicable legal and accounting requirements, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”)reflect only actual transactions. (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments Except as and to the Audited Historical Carve-Out extent reflected, disclosed or reserved against in the Valley Financial Statements (including the notes thereto), as of December 31, 2013, neither Valley nor any of its Significant 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 of its Significant Subsidiaries and which are required by GAAP to be disclosed in the Unaudited Historical Carve-Out Valley Financial Statements. Since December 31, such adjustments representing management’s good faith estimate (determined using reasonable judgment) 2013, neither Valley nor any of its Significant Subsidiaries have incurred any material liabilities, except in the Transferred Assetsordinary course of business and consistent with past banking practice, Excluded Assets, Assumed Liabilities and Excluded Liabilities, except as specifically contemplated by or incurred in connection with this Agreement. (d) The Valley Disclosure Schedule includes a copy of Valley’s Consolidated Financial Statements were derived from the books and records for Bank Holding Companies (on Form FRY 9C) as of the Business. The Audited Historical CarveDecember 31, 2013, which includes information regarding “off-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto)balance sheet arrangements” effected by Valley. (e) The Financial Statements are materially accurate and present in all material respects KPMG LLP, which has expressed its opinion with respect to the financial condition statements of Valley and results of operations of its subsidiaries (including the Business for related notes), is and has been throughout the periods covered thereby except for by such financial statements (ix) pro forma adjustments a registered public accounting firm (as identified defined in Section 3.11(c)2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (ivy) “independent” with respect to Valley within the fact that meaning of the Financial Statements may not reflect rules of applicable bank regulatory authorities and the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futurePublic Company Accounting Oversight Board.

Financial Statements. The following financial statements have been furnished to each of the Lenders. (a) Section 3.11(a) A balance sheet of the Seller Disclosure Schedule sets forth copies Borrower as of the Audited Historical Carve-Out Financial Statements Balance Sheet Date, and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) a statement of the Seller Disclosure Schedule sets forth copies income, statement of an unaudited pro forma internal summary changes in shareholders' equity and statement of the revenue, expenses and contribution to earnings of Film Capture cash flows for the fiscal years year then ended, respectivelyaccompanied by an auditor's report prepared without qualification. Such balance sheet and statements of income, 2010, 2011 of changes in shareholders' equity and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) cash flows have been prepared in accordance with GAAP, consistently applied throughout Generally Accepted Accounting Principles and fairly present the periods covered thereby (except as may be indicated in financial condition of the notes thereto). (e) The Financial Statements are materially accurate and present Borrower in all material respects the financial condition and results of operations as of the Business for close of business on the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments date thereof and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position changes in shareholders' equity and cash flows may be for the fiscal year then ended. There are no contingent liabilities of the Borrower as of such date involving material amounts, known to the officers of the Borrower not disclosed in said balance sheet and the related notes thereto. (b) A balance sheet and a statement of income, statement of changes in shareholders, equity and statement of cash flows of the Borrower for each of the fiscal quarters of the Borrower ended since the Balance Sheet Date certified by Borrower's chief financial officer to have been prepared in accordance with Generally Accepted Accounting Principles consistent with those used in the futurepreparation of the annual audited statements delivered pursuant to paragraph (a) above and to fairly present the financial condition of the Borrower in all material respects as of the close of business on the dates thereof and the results of operations, of changes in shareholders' equity and of cash flows for the fiscal quarters then ended (subject to year-end adjustments). There are no contingent liabilities of the Borrower as of such dates involving material amounts, known to the officers of the Borrower, not disclosed in such balance sheets and the related notes thereto. (c) With respect to each Mortgaged Property, copies of the statements of income and expenses provided to Borrower by the seller of such Mortgaged Property.

Financial Statements. (a) i. Attached to Section 3.11(a) [•] of the Seller Disclosure Schedule sets forth are true, correct and complete copies of (i) the Audited Historical Carve-Out Financial Statements audited consolidated balance sheet of Bottler and its Subsidiaries as of [•], [•] and [•], and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) related audited consolidated statements of the Seller Disclosure Schedule sets forth copies income, retained earnings, stockholders’ equity and changes in financial position of an unaudited pro forma internal summary of the revenue, expenses Bottler and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” andits Subsidiaries, together with all related notes and schedules thereto, accompanied by the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, reports thereon of Bottler's independent auditors (collectively referred to as the “Financial Statements”). , and the unaudited consolidated balance sheet of Bottler and its Subsidiaries as at __________, and the related consolidated statements of income, retained earnings, stockholders' equity and changes in financial position of Bottler and its Subsidiaries, together with all related notes and schedules thereto, other than such notes and schedules that are customarily only included in year-end audited financial statements (c) Section 3.11(c) collectively referred to as the "Interim Financial Statements"). Each of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Interim Financial Statements were derived from (1) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Business. The Audited Historical Carve-Out Financial Statements Bottler and the Unaudited Historical Carve-Out Financial Statements its Subsidiaries, (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii2) have been prepared in accordance with GAAP, consistently GAAP applied on a consistent basis throughout the periods covered thereby indicated (except as may be indicated in the notes thereto) and (3) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Bottler and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and to the absence of notes (that if presented, would not differ materially from those included in the most recently audited balance sheet included in the Financial Statements). (e) ii. Section [•] of the Acquisition Agreement contemplates the delivery of the Interim Monthly Data. The Interim Monthly Data will be prepared in good faith in a manner consistent with the preparation of the Financial Statements are materially accurate and present will be derived from the books and records of Bottler. Sections [•] and [•] contemplate the delivery of the Interim Quarterly Data and the Interim Annual Data. The Interim Quarterly Data and the Interim Annual Data: (1) will be prepared from the books and records of Bottler and its Affiliates and will be prepared in accordance with GAAP consistently applied throughout the periods indicated and will have been maintained on a basis consistent with the past practice of Bottler, and (2) will accurately reflect in all material respects respects, as of the dates therein specified and for the periods indicated therein, and subject to the assumptions set forth therein, the assets and liabilities of Bottler and will fairly and accurately present, in all material respects, as of the dates therein specified and for the periods therein indicated, and subject to the assumptions set forth therein, the financial condition and results of the operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c)Bottler, (ii) subject to normal and recurring year-end adjustments and accruals contained that will not, individually or in the Film Capture Operations Financial Statementsaggregate, (iii) be material and to the absence of any footnotes notes (that if presented, would be required to bring not differ materially from those included in the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that most recently audited balance sheet included in the Financial Statements may Statements). iii. Bottler and its Subsidiaries maintain accurate books and records reflecting each of their assets and liabilities and maintain proper and adequate internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of annual financial statements for external purposes in accordance with GAAP. iv. All Receivables that have not reflect been collected as of the actual expenses date of the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative closing of what the Business results acquisition will represent valid obligations of operations, financial position and cash flows may be the customers of Bottler or its Subsidiaries arising from bona fide transactions entered into in the futureordinary course of business consistent with past practice, will be current and, to Bottler’s knowledge, will be collectible (net of any reserves set forth in the books and records of Bottler) without resort to legal proceedings or collections agencies. Bottler has not factored any of its Receivables.

Financial Statements. (a) Section 3.11(a) The Company has furnished each Purchaser of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements Series A Notes and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together any Accepted Shelf Notes with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements following financial statements: (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable consolidated balance sheets of the Company and applied consistently its Subsidiaries as at December 31st in each of the three fiscal years of the Company most recently completed prior to the Business during date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 105 days prior to such date for which audited financial statements have not been released) and consolidating (by division and product line) and consolidated statements of income and cash flows and a consolidated statement of shareholders’ equity of the periods presented Company and its Subsidiaries for each such year, all reported on by PricewaterhouseCoopers LLP and (ii) consolidated balance sheets of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidating (by division and product line) consolidated statements of income and cash flows and a consolidated statement of shareholders’ equity for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments and the absence of all required footnotes), have been prepared in accordance with GAAP, GAAP consistently applied followed throughout the periods covered thereby (except involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the consolidated condition of the Company and its Subsidiaries as may be indicated in at the notes thereto). (e) The Financial Statements are materially accurate dates thereof, and the statements of income, stockholders’ equity and cash flows fairly present in all material respects the financial condition and results of the operations of the Business Company and its Subsidiaries and their cash flows for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained indicated. There has been no material adverse change in the Film Capture Operations Financial Statementsbusiness, property or assets, financial condition or operations of the Company or its Subsidiaries taken as a whole since (iiia) with respect to the absence closing of the Series A Notes, September 30, 2003, and (b) with respect to the closing of any footnotes that would be required to bring Shelf Notes, the Film Capture Operations Financial Statements into compliance with GAAP and (iv) end of the fact that the Financial Statements may not reflect the actual expenses the Business would most recent fiscal year for which such audited financial statements have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futurefurnished.

Financial Statements. (a) Section 3.11(aSeller has delivered to Buyer (a) an unaudited balance sheet of Seller as of September 30, 2015 (the “Seller Interim Balance Sheet,” and, such date, the “Seller Interim Balance Sheet Date”), (b) unaudited balance sheets of Seller for the two most recent fiscal years (or since inception if less than two years) and the related audited statements of operations, changes in stockholder’s equity and cash flow of Seller, together with the audit report thereon of Seller’s independent certified public accountants (the “Seller Financial Statements”) and Seller will deliver to Buyer (c) an unaudited balance sheet as of the Closing Date (the “Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements Closing Date Balance Sheet”) and the Unaudited Historical Carverelated unaudited statement of operations for the period from June 30, 2015 through the Closing Date. Such financial statements and notes thereto fairly present the financial condition and the results of operations, changes in stockholder’s equity and cash flow of Seller as at the respective dates of and for the periods referred to in such financial statements, subject in the case of interim financial statements to normal recurring year-Out Financial Statementsend adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those included in the Seller Interim Balance Sheet). (b) Except as set forth in Section 3.11(b) 2.3 of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenueSchedule, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of since the Seller Disclosure Schedule sets forth copies Interim Balance Sheet Date, whether or not in the Ordinary Course of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial StatementsBusiness, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assetsthere has not been, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement.occurred or arisen: (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses any event, occurrence, development or state of circumstances or facts that would, individually or in the aggregate, have been allocated a material adverse effect on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and Business; (ii) have been prepared in accordance any declaration, setting aside or payment of any dividend or other distribution with GAAPrespect to any shares of Seller Capital Stock, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto).or any repurchase, redemption or other acquisition by Seller of any outstanding shares of capital stock or other securities of, or other ownership interests in, Seller; (eiii) The Financial Statements are materially accurate and present any incurrence, assumption or guarantee by Seller of any indebtedness for borrowed money; (iv) any creation or other incurrence by Seller of any Encumbrance on any material asset; (v) any making of any material loan, advance or capital contribution to or investment in all any Person; (vi) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the Business; (vii) any transaction or commitment made, or any Contract entered into by Seller, involving the acquisition or disposition of any material respects the financial condition and results asset of operations of the Business for the periods covered thereby except for Seller; (viii) (i) pro forma adjustments as identified in Section 3.11(c)any grant of any severance or termination pay to any current or former independent contractor, employee, officer or director of Seller, (ii) normal year-end adjustments and accruals contained any increase in the Film Capture Operations Financial Statementsbenefits payable under any existing severance or termination pay policies or employment Contract to which Seller is party, (iii) the absence entering into of any footnotes that would be required employment, deferred compensation or other similar Contract (or any amendment to bring the Film Capture Operations Financial Statements into compliance any such existing Contract) by Seller with GAAP and any current or former independent contractor, director, officer or employee of Seller, (iv) the fact that establishment, adoption or material amendment (except as required by applicable Law or Legal Requirement) by Seller of any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any current or former director, officer or employee of Seller or (v) any increase in compensation, bonus or other benefits payable to any current or former director, officer or employee of Seller; (ix) amendment to the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative Organizational Documents of what the Business results Seller; (x) payment or increase by Seller of operationsany bonus, financial position and cash flows may be salary or other compensation to any independent contractor, stockholder, director, officer or (except in the futureOrdinary Course of Business) employee or entry into any employment, severance or similar Contract with any director, officer or employee; or (xi) sale (other than sales of inventory in the Ordinary Course of Business), lease or other disposition of any asset or property of Seller or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Seller, including the sale, lease or other disposition of any Intellectual Property.

Financial Statements. (a) Section 3.11(a) of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out The EFSI Financial Statements included or incorporated by reference in the EFSI SEC Reports (i) are true, accurate and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenuecomplete in all material respects, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to from, and are in accordance with, the Audited Historical Carve-Out Financial Statements Books and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) Records of the Transferred AssetsEFSI Entities, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied throughout the periods covered thereby (except as may be otherwise indicated in the notes thereto). thereto and except with respect to the interim financial statements for the omission of footnotes, and (eiii) The Financial Statements are materially accurate and fairly present in all material respects the consolidated financial condition and results of operations of the Business EFSI Entities as of the respective dates set forth therein and the consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows of the EFSI Entities for the respective periods covered thereby except for (i) pro forma adjustments as identified set forth therein, subject in Section 3.11(c), (ii) normal the case of the interim financial statements to year-end adjustments adjustments. The EFSI Financial Statements to be prepared after the date of this Agreement and accruals contained prior to the Closing (A) will be true, accurate and complete in all material respects, and will be prepared from, and will be in accordance with, the Books and Records of the EFSI Entities, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the Film Capture Operations Financial Statementsnotes thereto and except with respect to unaudited financial statements for the omission of footnotes, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (ivC) will fairly present in all material respects the fact that consolidated financial condition of the Financial Statements may not reflect EFSI Entities as of the actual expenses respective dates set forth therein and the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative consolidated statements of what the Business results of operationsincome, financial position comprehensive income, changes in stockholders’ equity and cash flows may be of the EFSI Entities for the respective periods set forth therein, subject in the futurecase of unaudited financial statements to year-end adjustments.

Financial Statements. (a) Section 3.11(a) Borrower has previously made available to the Lender the Financial Statements filed as of the Seller Disclosure Schedule sets forth copies date hereof and will deliver to the Lender within five (5) days of filing all the Audited Historical Carve-Out Financial Statements to be filed after the date hereof. The Financial Statements have been, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods covered by such statements, except as noted therein, and fairly present, or will fairly present, the Unaudited Historical Carve-Out Financial Statementsconsolidated financial position, results of operations and cash flows of Borrower as of and for the periods ending on the dates thereof, in accordance with GAAP applied on a consistent basis, except as noted therein. (b) Section 3.11(bBorrower has made its Regulatory Reports through September 30, 2009, and First National’s Regulatory Reports through December 31, 2009, available to the Lender and will deliver to the Lender within five (5) days of filing all Regulatory Reports to be filed after the Seller Disclosure Schedule sets forth copies date hereof. The Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial position, results of an unaudited pro forma internal summary operations, and changes in shareholders’ equity of Borrower or First National as the revenuecase may be, expenses as of and contribution to earnings of Film Capture for the fiscal years endedperiods ended on the dates thereof, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together in accordance with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”)applicable regulatory accounting principles applied on a consistent basis. (c) Section 3.11(cAt the date of each balance sheet included in the Financial Statements or Regulatory Reports, neither Borrower or First National (as the case may be) had, or will have, any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments a type required to the Audited Historical Carve-Out be reflected in such Financial Statements or Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or disclosed in a footnote thereto, except for liabilities, obligations or loss contingencies which are not material in the aggregate to Borrower and which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations or loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal recurring audit adjustments and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) absence of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreementfootnotes. (d) The allowance for loan losses reflected, and to be reflected, in the Regulatory Reports, and shown, and to be shown, on the balance sheets contained in the Financial Statements were derived from the books have been, and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared will be, established in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present in all material respects the financial condition and results requirements of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureall applicable regulatory criteria.

Financial Statements. (a) Section 3.11(a) of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments Parent has heretofore furnished to the Audited Historical Carve-Out Financial Statements Lenders its consolidated balance sheets and the Unaudited Historical Carve-Out Financial Statementsrelated statements of income, such adjustments representing management’s good faith estimate (determined using reasonable judgment) stockholders’ equity and cash flows of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records each of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented Parent and (ii) have been prepared Triad, in accordance with GAAPeach case as of and for the 2006 fiscal year, consistently applied throughout audited by and accompanied by the periods covered thereby opinion of Deloitte & Touche LLP (except as may be indicated in the notes theretocase of Parent) or Ernst & Young LLP (in the case of Triad). , independent public accountants, and (eii) The Financial Statements are materially accurate as of and for each 2007 fiscal quarter of each of Parent and Triad thereafter ended at least 45 days prior to the Closing Date. Such financial statements present fairly in all material respects the financial condition and results of operations and cash flows of Parent and its consolidated subsidiaries and Triad and its consolidated subsidiaries as of such dates and for such periods. Such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of Parent and its consolidated subsidiaries and Triad and its consolidated subsidiaries as of the Business for dates thereof. Such financial statements were prepared in accordance with GAAP applied on a consistent basis in all material respects, subject, in the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c)case of unaudited financial statements, (ii) normal to year-end audit adjustments and accruals the absence of footnotes. (b) Parent has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma statements of income as of the four consecutive fiscal quarters most recently ended at least 45 days before the Closing Date, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the four-quarter period ending on such date. Such pro forma financial statements have been prepared in good faith by Parent, based on the assumptions used to prepare the pro forma financial information contained in the Film Capture Operations Financial StatementsConfidential Information Memorandum (which assumptions are believed by Parent on the date hereof and on the Closing Date to be reasonable) and present fairly on a pro forma basis the estimated consolidated financial position of Parent and its consolidated Subsidiaries as of such date and for such period, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact assuming that the Financial Statements Transactions had actually occurred at such date or at the beginning of such period, as the case may be, it being understood that projections as to future events are not reflect the to be viewed as facts and are subject to significant uncertainties and contingencies, many of which are beyond Parent’s control, and that no assurance can be given that any particular projections will be realized, and that actual expenses the Business would have incurred if it had been operated as a stand-alone entity results may differ and may not be indicative of what the Business results of operations, financial position and cash flows such differences may be in the futurematerial.

Financial Statements. (a) Attached to Section 3.11(a2.3(a) of the Seller Disclosure Schedule sets forth are true, correct and complete copies of the Audited Historical Carve-Out Financial Statements following financial statements: (i) Seller’s unaudited balance sheets, as of December 31, 2020 and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) December 31, 2019, and Seller’s unaudited statements of the Seller Disclosure Schedule sets forth copies operations, statements of an unaudited pro forma internal summary changes in stockholder’s deficit and statements of the revenue, expenses and contribution to earnings of Film Capture cash flows for the fiscal years then ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) Seller’s unaudited balance sheet as of March 31, 2021 (the “Base Balance Sheet”, and such date, the “Most Recent Balance Sheet Date”) and statements of operations, changes in stockholders’ deficit and cash flows for the three month period ended March 31, 2021. The unaudited financial statements have been prepared from Seller’s Books and Records and in accordance with GAAP, consistently U.S. GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate thereby, and present fairly presents in all material respects the financial condition and results of operations of Seller and the Business as of the dates, and for the periods covered thereby periods, indicated thereon, except that (x) the unaudited interim financial statements are subject to normal year-end adjustments, (y) the unaudited annual and interim financial statements do not contain footnote disclosure and (z) as set forth on Section 2.3(a) of the Seller Disclosure Schedule. Since the Most Recent Balance Sheet Date, there have been no material changes in the accounting policies of Seller (including any change in depreciation or amortization policies or rates, or policies with respect to reserves for uncollectible accounts receivable or excess or obsolete inventory) and no revaluation of Seller’s properties or assets. (b) Seller is not liable for or subject to any material Liability with respect to any of the Acquired Assets or the Business, except for (i) pro forma adjustments as identified in Section 3.11(c)Liabilities reflected, reserved for or otherwise described on the Base Balance Sheet and not previously paid or discharged, (ii) normal year-end adjustments and accruals contained Liabilities incurred since the Most Recent Balance Sheet Date in the Film Capture Operations Financial StatementsOrdinary Course of Business, which Liabilities are not, individually or in the aggregate, material in amount or significance (and none of which arose from a breach of Contract or non-compliance with applicable Law), (iii) expressly contemplated by or under the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and Transaction Documents, or (iv) as set forth on Section 2.3(b) of the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureSeller Disclosure Schedule.

Financial Statements. The (a) Section 3.11(a) consolidated balance sheets of the Seller Disclosure Schedule sets forth copies Borrower and its Subsidiaries as of the Audited Historical Carve-Out Financial Statements August 31, 2014 and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) consolidated balance sheets of Borrower and its Subsidiaries as of May 31, 2015, and in each case, and the Seller Disclosure Schedule sets forth copies related consolidated statements of an unaudited pro forma internal summary operations, cash flows and consolidated statements of the revenue, expenses capital shares and contribution to earnings of Film Capture equities for the fiscal years Fiscal Year then ended, respectivelyand with respect to clause (a) above, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” andaccompanying footnotes, together with the Audited Historical Carve-Out Financial Statementsunqualified opinion thereon, dated August 31, 2014 of PricewaterhouseCoopers LLP, independent certified public accountants, copies of which have been furnished to the Unaudited Historical Carve-Out Financial Statements Administrative Agent and the Unaudited Pro Forma Transaction Balance SheetsSyndication Parties, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and fairly present in all material respects the consolidated financial condition of Borrower and its Subsidiaries as at such dates and the results of the consolidated operations of the Business Borrower and its Subsidiaries for the periods covered thereby except for (i) pro forma adjustments as identified by such statements, all in Section 3.11(c)accordance with GAAP consistently applied. Since August 31, (ii) normal year-end adjustments and accruals contained 2014, there has been no material adverse change in the Film Capture Operations Financial Statementsfinancial condition, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be business or prospects of Borrower or any of its Subsidiaries. As of the Closing Date, there are no liabilities of Borrower or any of its Subsidiaries, fixed or contingent, which are material but are not reflected in the futurefinancial statements of Borrower and its Subsidiaries referred to above or referred to in the notes thereto, other than liabilities arising in the ordinary course of business since August 31, 2014. No information, exhibit, or report furnished by Borrower or any of its Subsidiaries to the Administrative Agent or the Syndication Parties in connection with the negotiation of this Credit Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which they were made and taken together with the other information, exhibits and reports furnished to the Administrative Agent and/or the Syndication Parties.

Financial Statements. (a) Section 3.11(a) Keep, and cause each of the Seller Disclosure Schedule sets forth copies its Subsidiaries to keep, adequate records and books of the Audited Historical Carve-Out Financial Statements account with respect to its business activities in which proper entries are made in accordance with customary accounting practices reflecting all its financial transactions; and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses cause to be prepared and contribution furnished to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 Agent and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statementseach Lender, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheetsfollowing, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers all to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP applied on a consistent basis, unless Borrower's certified public accountants concur in any change therein and such change is disclosed to Agent and is consistent with GAAP: (i) not later than 90 days after the close of each fiscal year of Borrower, consistently applied throughout the periods covered thereby unqualified (except as may be indicated for a qualification for a change in accounting principles with which the accountant concurs and except for, in the notes thereto).case of the financial statements for the 2001 Fiscal Year only, the qualifications contained in such financial statements, as filed by Borrower with the Securities and Exchange Commission in connection with the Permitted Note Exchange Offer) audited financial statements of Borrower and its Subsidiaries as of the end of such year, on a Consolidated basis, certified by a firm of independent certified public accountants of recognized standing selected by Borrower but acceptable to Agent and, within a reasonable time thereafter a copy of any management letter issued in connection therewith; (eii) The Financial Statements are materially accurate not later than 30 days after the end of each month hereafter, including the last month of Borrower's fiscal year, unaudited interim financial statements of Borrower and present its Subsidiaries as of the end of such month and of the portion of the fiscal year then elapsed, on a Consolidated basis, certified by the principal financial officer of Borrower as prepared in accordance with GAAP and fairly presenting in all material respects the financial condition position and results of operations of the Business Borrower and its Subsidiaries for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal such month and period subject only to changes from audit and year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, except that such statements need not contain notes; (iii) together with each delivery of financial statements pursuant to paragraphs (i) and (ii) (but solely for financial statements delivered as of the absence end of a fiscal quarter) of this subsection 8.1.3, a management report (1) setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent Projections for the current fiscal year delivered pursuant to subsection 8.1.7 and (2) identifying the reasons for any footnotes significant variations. The information above shall be presented in reasonable detail and shall be certified by the chief financial officer of Borrower to the effect that would be required to bring such information fairly presents in all material respects the Film Capture Operations Financial Statements into compliance with GAAP results of operation and financial condition of Borrower and its Subsidiaries as at the dates and for the periods indicated; (iv) promptly after the fact that sending or filing thereof, as the Financial Statements case may not reflect be, copies of any proxy statements, financial statements or reports which Borrower has made available to its Securities holders and copies of any regular, periodic and special reports or registration statements which, Borrower or any of its Subsidiaries files with the actual expenses Securities and Exchange Commission or any governmental authority which may be substituted therefor, or any national securities exchange; (v) upon request of Agent, copies of any annual report to be filed in accordance with ERISA in connection with each Plan; and (vi) such other data and information (financial and otherwise) as Agent or any Lender, from time to time, may reasonably request, bearing upon or related to the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative Collateral or Borrower's or any of what the Business its Subsidiaries' financial condition or results of operations, financial position and cash flows may be in the future.

Financial Statements. (a) Section 3.11(a) The audited consolidated balance sheet, and related consolidated statements of income or operations and cash flows, of the Seller Disclosure Schedule sets forth copies Credit Parties and Subsidiaries (including Regulated Subsidiaries), and (to the extent required to be delivered in accordance with such Section) the unaudited combined balance sheet, and related combined statements of income or operations and cash flows, of the Audited Historical Carve-Out Financial Statements applicable Qualifying Reciprocal Entities, in each case of the foregoing, for the most recent Fiscal Year ended with respect to which the Borrower has delivered financial statements in accordance with Section 7.1(b), and the Unaudited Historical Carve-Out Financial Statementssummaries/schedules prepared by management of the Borrower related thereto, including the notes thereto: (i) were prepared in accordance with GAAP or SAP (as applicable) consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, the financial condition of the Credit Parties and Subsidiaries (including Regulated Subsidiaries) on a consolidated basis or of the applicable Qualifying Reciprocal Entities on a combined basis (as the case may be) as of the date thereof and their respective results of operations and cash flows for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Credit Parties and Subsidiaries (including Regulated Subsidiaries) or of the applicable Qualifying Reciprocal Entities (as the case may be) as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (b) Section 3.11(b) The unaudited consolidated balance sheet, and related consolidated statements of income or operations and cash flows, of the Seller Disclosure Schedule sets forth copies Credit Parties and Subsidiaries (including Regulated Subsidiaries), and (to the extent required to be delivered in accordance with such Section) the unaudited combined balance sheet, and related combined statements of an unaudited pro forma internal summary income or operations and cash flows, of the revenueapplicable Qualifying Reciprocal Entities, expenses and contribution to earnings in each case of Film Capture the foregoing, for the fiscal years endedmost recent Fiscal Quarter ended with respect to which the Borrower has delivered financial statements in accordance with Section 7.1(a), respectivelyand the summaries/schedules prepared by management of the Borrower related thereto: (i) were prepared in accordance with GAAP or SAP (as applicable) consistently applied throughout the period covered thereby, 2010except as otherwise expressly noted therein; (ii) fairly present, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statementsin all material respects, the Unaudited Historical Carvefinancial condition of the Credit Parties and Subsidiaries (including Regulated Subsidiaries) on a consolidated basis or of the applicable Qualifying Reciprocal Entities on a combined basis (as the case may be) as of the date thereof and their respective results of operations and cash flows for the period covered thereby, subject, in the case of each of the foregoing clauses (b)(i) and (b)(ii), to the absence of footnotes and to normal year-Out Financial Statements end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Unaudited Pro Forma Transaction Balance SheetsCredit Parties and Subsidiaries (including Regulated Subsidiaries) or of the applicable Qualifying Reciprocal Entities (as the case may be) as of the date of such financial statements, the “Financial Statements”)including liabilities for taxes, material commitments and Indebtedness. (c) Section 3.11(c) The forecasted consolidated balance sheet, and related forecasted consolidated statements of income or operations and cash flows, of the Seller Disclosure Schedule sets forth copies Credit Parties and Subsidiaries (including Regulated Subsidiaries), and (to the extent required to be delivered in accordance with such Section) the forecasted combined balance sheet, and related forecasted combined statements of income or operations and cash flows, of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been applicable Qualifying Reciprocal Entities, in each case of the foregoing, most recently delivered by the Borrower in accordance with Section 7.1(d) were prepared based in good faith on adjustments to the Audited Historical Carve-Out Financial Statements basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasted financial statements, and represented, at the Unaudited Historical Carve-Out Financial Statementstime of delivery, such adjustments representing managementthe Borrower’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities future financial condition and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records performance of the Business. The Audited Historical Carve-Out Financial Statements Credit Parties and Subsidiaries (including Regulated Subsidiaries) or of the Unaudited Historical Carve-Out Financial Statements applicable Qualifying Reciprocal Entities (ias the case may be) include certain expenses that have been allocated on a basis that Seller considers based upon assumptions believed by the Borrower to be reasonable and applied consistently to at the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto)time. (e) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the future.

Financial Statements. (a) Section 3.11(aParent has filed or furnished (as applicable) in a timely manner with the Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements, filings, prospectuses and registration, proxy and other documents and statements required by it to be filed or furnished as applicable since and including January 1, 2015 under the Exchange Act (all such forms, reports, schedules, statements, filings, prospectuses and registration, proxy and other documents and statements filed by Parent with the SEC under the Exchange Act since January 1, 2015, together with all amendments thereto and including all exhibits and schedules thereto and documents incorporated by reference therein, collectively, the “Parent SEC Documents”). As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Seller Disclosure Schedule sets forth copies Securities Act) and as of the Audited Historical Carve-Out Financial Statements respective dates of the last amendment filed with the SEC (in the case of all other Parent SEC Documents), the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act and the Unaudited Historical Carve-Out Financial Statementsrules and regulations of the SEC promulgated thereunder, each as in effect on the applicable date referred to above, applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Section 3.11(bThe consolidated financial statements (including all related notes and schedules) of Parent and its Subsidiaries included in the Seller Disclosure Schedule sets forth copies Parent SEC Documents present fairly in all material respects the consolidated financial position of an unaudited pro forma internal summary Parent and its Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their cash flows for the respective periods then ended (subject, in the case of the revenueunaudited statements, expenses to normal year-end or period-end adjustments and contribution to earnings any other adjustments described therein, including the notes thereto) and were prepared in conformity with GAAP (except, in the case of Film Capture for the fiscal years endedunaudited statements, respectively, 2010, 2011 and 2012 as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated therein or in the “Film Capture Operations Financial Statements” and, together with notes thereto). No Subsidiary of Parent is subject to periodic reporting requirements of the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”)Exchange Act. (c) Section 3.11(cThe records, systems, controls, data and information of Parent are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Parent or their accountants (including all means of access thereto and therefrom). Parent has implemented and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the Seller Disclosure Schedule sets forth copies reliability of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements financial reporting and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) preparation of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared financial statements in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the future.

Financial Statements. (a) Section 3.11(a) Valley’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC under the Exchange Act sets forth the consolidated balance sheets of Valley as of December 31, 2010 and 2009, and the related consolidated statements of income, shareholders’ equity and cash flows for the periods ended December 31 in each of the Seller Disclosure Schedule sets forth copies three years 2008 through 2010, accompanied by the audit report of Valley’s independent public accountants (collectively, the “Valley Financial Statements”). The Valley Financial Statements (including the related notes), have been prepared in accordance with GAAP consistently applied during the periods involved, and fairly present in all material respects the consolidated financial position of Valley as of the Audited Historical Carve-Out Financial Statements respective dates set forth therein, and the Unaudited Historical Carve-Out Financial Statementsrelated consolidated statements of income, changes in shareholders’ equity and of cash flows (including the related notes, where applicable) fairly present in all material respects the consolidated results of operations and changes in shareholders’ equity and of cash flows of Valley for the respective fiscal periods set forth therein. (b) Section 3.11(b) The books and records of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenueValley and its Significant Subsidiaries have been and are being maintained in material compliance with applicable legal and accounting requirements, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”)reflect only actual transactions. (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments Except as and to the Audited Historical Carve-Out extent reflected, disclosed or reserved against in the Valley Financial Statements (including the notes thereto), as of December 31, 2010, neither Valley nor any of its Significant 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 of its Significant Subsidiaries and which are required by GAAP to be disclosed in the Unaudited Historical Carve-Out Valley Financial Statements. Since December 31, such adjustments representing management’s good faith estimate (determined using reasonable judgment) 2010, neither Valley nor any of its Significant Subsidiaries have incurred any material liabilities, except in the Transferred Assetsordinary course of business and consistent with past banking practice, Excluded Assets, Assumed Liabilities and Excluded Liabilities, except as specifically contemplated by or incurred in connection with this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently KPMG LLP, which has expressed its opinion with respect to the Business during financial statements of Valley and its subsidiaries (including the periods presented related notes), is and (ii) have has been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby by such financial statements (except x) a registered public accounting firm (as may be indicated defined in the notes thereto). (eSection 2(a)(12) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c)▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (ivy) “independent” with respect to Valley within the fact that meaning of the Financial Statements may not reflect rules of applicable bank regulatory authorities and the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futurePublic Company Accounting Oversight Board.

Financial Statements. (a) Section 3.11(aBioLite has provided to the Parent and BioKey audited consolidated financial statements of BioLite (including any related notes thereto) of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years endedended December 31, respectively, 2010, 2011 2016 and 2012 2015 (the “Film Capture Operations Financial Statements” and, together with the BioLite Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) which have been prepared in accordance with GAAP, consistently GAAP and Regulation S-X for interim financial statements in all material respects applied on a consistent basis throughout the periods covered thereby involved (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and fairly present in all material respects the consolidated financial condition position of BioLite at the respective dates thereof and results the consolidated statements of operations of the Business operations, cash flows and changes in stockholders’ equity for the periods covered thereby indicated therein. The BioLite Interim Financial Statements, provided to the Parent, will have been prepared in accordance with GAAP and Regulation S-X for interim financial statements in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and will fairly present in all material respects the consolidated financial position of BioLite as of the respective dates thereof and the consolidated statements of operations and cash flows for the periods indicated therein (subject to normal period-end adjustments). (b) BioLite does not have any liabilities of any nature, except liabilities that (i) pro forma adjustments as identified will be accrued or reserved against in Section 3.11(c)the BioLite Interim Financial Statements, when provided to Parent and BioKey, or will be reflected in the notes thereto, (ii) normal year-end adjustments and accruals contained were incurred in the Film Capture Operations Financial Statementsordinary course of business since the date of such financial statements, (iii) are incurred in connection with the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and transactions contemplated by this Agreement, (iv) have been discharged or paid in full prior to the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative date of what the Business results of operations, financial position and cash flows may be this Agreement in the futureordinary course of business, or (v) would not, or would not reasonably be expected to, individually or in the aggregate, have a BioLite Material Adverse Effect. Section 3.7(b) of the BioLite Schedule of Exceptions sets forth a list of all outstanding debt for money borrowed, the applicable lender, interest rate and the applicable payment dates except for obligations issued, undertaken or assumed as the deferred purchase price of property or services, including without limitation any operating lease or capital lease, that do not exceed $25,000 in the aggregate.

Financial Statements. (a) Section 3.11(a) ML has previously delivered, or will deliver, to Sovereign the ML Regulatory Reports. The ML Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial position, results of operations and changes in shareholders' equity of ML as of and for the Seller Disclosure Schedule sets forth copies of periods ended on the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statementsdates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis. (b) Section 3.11(b) ML has previously delivered to Sovereign the ML Financials. The ML Financials have been, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods covered by such statements, except as noted therein, and fairly present, or will fairly present, the consolidated financial position, results of the Seller Disclosure Schedule sets forth copies operations and cash flows of an unaudited pro forma internal summary ML as of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years endedperiods ending on the dates thereof, respectivelyin accordance with generally accepted accounting principles applied on a consistent basis, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”)except as noted therein. (c) Section 3.11(cAt the date of each balance sheet included in the ML Financials or the ML Regulatory Reports, neither ML nor Main Line Bank (as the case may be) had, or will have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers type required to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared reflected in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated such ML Financials or ML Regulatory Reports or in the notes footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto). (e) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations of the Business for the periods covered thereby , except for (i) pro forma adjustments as identified liabilities, obligations and loss contingencies which are not material in Section 3.11(c)the aggregate and which are incurred in the ordinary course of business, (ii) normal year-end consistent with past practice and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futurefootnotes.

Financial Statements. (a) i. Attached to Section 3.11(a) [•] of the Seller Disclosure Schedule sets forth are true, correct and complete copies of (i) the Audited Historical Carve-Out Financial Statements audited consolidated balance sheet of Bottler and its Subsidiaries as of [•], [•] and [•], and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) related audited consolidated statements of the Seller Disclosure Schedule sets forth copies income, retained earnings, stockholders’ equity and changes in financial position of an unaudited pro forma internal summary of the revenue, expenses Bottler and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” andits Subsidiaries, together with all related notes and schedules thereto, accompanied by the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, reports thereon of Bottler's independent auditors (collectively referred to as the “Financial Statements”). , and the unaudited consolidated balance sheet of Bottler and its Subsidiaries as at __________, and the related consolidated statements of income, retained earnings, stockholders' equity and changes in financial position of Bottler and its Subsidiaries, together with all related notes and schedules thereto, other than such notes and schedules that are customarily only included in year-end audited financial statements (c) Section 3.11(c) collectively referred to as the "Interim Financial Statements"). Each of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Interim Financial Statements were derived from (1) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Business. The Audited Historical Carve-Out Financial Statements Bottler and the Unaudited Historical Carve-Out Financial Statements its Subsidiaries, (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii2) have been prepared in accordance with GAAP, consistently GAAP applied on a consistent basis throughout the periods covered thereby indicated (except as may be indicated in the notes thereto). ) and (e3) The Financial Statements are materially accurate and present fairly present, in all material respects respects, the consolidated financial position, results of operations and cash flows of Bottler and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and to the absence of notes (that if presented, would not differ materially from those included in the most recently audited balance sheet included in the Financial Statements). ii. Section [•] of the Acquisition Agreement contemplates the delivery of the Interim Monthly Data. The Interim Monthly Data will be prepared in good faith in a manner consistent with the preparation of the Financial Statements and will be derived from the books and records of Bottler. Sections [•] and [•] contemplate the delivery of the Interim Quarterly Data and the Interim Annual Data. The Interim Quarterly Data and the Interim Annual Data: (1) will be prepared from the books and records of Bottler and its Affiliates and will be prepared in accordance with GAAP consistently applied throughout the periods indicated and will have been maintained on a basis consistent with the past practice of Bottler, and (2) will accurately reflect in all material respects, as of the dates therein specified and for the periods indicated therein, and subject to the assumptions set forth therein, the assets and liabilities of Bottler and will fairly and accurately present, in all material respects, as of the dates therein specified and for the periods therein indicated, and subject to the assumptions set forth therein, the financial condition and results of the operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c)Bottler, (ii) subject to normal and recurring year-end adjustments and accruals contained that will not, individually or in the Film Capture Operations Financial Statementsaggregate, (iii) be material and to the absence of any footnotes notes (that if presented, would be required to bring not differ materially from those included in the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that most recently audited balance sheet included in the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureStatements).

Financial Statements. (a) Section 3.11(aExcept as set forth on Schedule 6.06(a), the balance sheets (including, if applicable, the consolidated balance sheets) included in the Audited Financial Statements fairly present, in all material respects, the consolidated (if applicable) financial position of the Seller Disclosure Schedule sets forth copies Companies and the Company Subsidiaries as of their respective dates, and the other related statements included in the Audited Financial Statements fairly present, in all material respects, the results of the Audited Historical Carve-Out Financial Statements Companies’ and the Unaudited Historical Carve-Out Financial StatementsCompany Subsidiaries’ consolidated (if applicable) operations and cash flows for the periods indicated, in each case in accordance with IFRS (excluding Judbury) applied on a basis consistent with prior years. (b) Section 3.11(bExcept as set forth on Schedule 6.06(b), the consolidated balance sheets of GAHF Cayman and ▇▇▇▇▇ and the balance sheets of Aviation and Judbury included in the Unaudited Financial Statements fairly present, in all material respects, the consolidated (if applicable) financial position of the Seller Disclosure Schedule sets forth copies Companies as of an unaudited pro forma internal summary their respective dates. The consolidated income statements of GAHF Cayman and ▇▇▇▇▇ and the income statements of Aviation and Judbury fairly present, in all material respects, the consolidated (if applicable) results of the revenue, expenses and contribution to earnings of Film Capture Companies’ operations for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the periods indicated. The Unaudited Historical Carve-Out Financial Statements are prepared for management reporting purposes, exclude up to date provisions for Taxes and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”)other explanatory notes required by IFRS. (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of Other than provisions for Taxes, which are not provided for in the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, there are no material liabilities, Indebtedness, debts or obligations relating to any Company or any Company Subsidiaries of any nature (including any liabilities, accruals or provisions associated with any Aircraft or any Lease), whether accrued or otherwise, and there is no existing condition, situation or set of circumstances that reasonably could be expected to result in such adjustments representing management’s good faith estimate (determined using reasonable judgmenta liability, Indebtedness, debt or obligation, except for liabilities, Indebtedness, debts or obligations set forth on Schedule 6.06(b), Schedule 6.06(c) of or reflected on the Transferred Assetsmost recent Unaudited Balance Sheet or which, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto)case of Judbury, will be discharged and released at Closing. (e) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the future.

Financial Statements. (a) Section 3.11(a) The audited financial statements of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture Acquiring Fund for the fiscal years endedyear ended December 31, respectively2005, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, accounting principles generally accepted in the United States of America consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present in all material respects have been audited by Ernst & Young LLP. True and complete copies of such statements have been furnished to WMVT. Such statements fairly reflect the financial condition and the results of operations of the Business Acquiring Fund as of such date and the results of operations and changes in net assets for the periods covered thereby except indicated, and there are no liabilities of the Acquiring Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. The unaudited financial statements of Acquiring Fund for (i) pro forma adjustments as identified the six months ended June 30, 2006 have been prepared in Section 3.11(c), (ii) normal year-end adjustments and accruals contained accordance with accounting principles generally accepted in the Film Capture Operations Financial StatementsUnited States of America consistently applied by PVC. True and complete copies of such statements have been furnished to WMVT. Such statements fairly reflect the financial condition and the results of operations of the Acquiring Fund as of such date and the results of operations and changes in net assets for the periods indicated, (iii) and there are no liabilities of the absence Acquiring Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. There are no liabilities of any footnotes that would be required Acquiring Fund, whether actual or contingent and whether or not determined or determinable, other than liabilities disclosed or provided for in the financial statements of the Acquiring Fund referred to bring above, liabilities incurred in the Film Capture Operations Financial Statements into compliance with GAAP ordinary course of business subsequent to December 31, 2005, liabilities previously disclosed to and (iv) accepted by WMVT and liabilities which in the fact that the Financial Statements may aggregate have not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may will not be indicative of what materially adverse to the Business financial condition, results of operations, financial position and cash flows may be in business or assets of the futureAcquiring Fund.

Financial Statements. (a) Section 3.11(aThe pro forma balance sheet of Loan Parties and their Subsidiaries on a consolidated basis (the “Pro Forma Balance Sheet”) furnished to Agent on the Closing Date reflects the consummation of the Seller Disclosure Schedule sets forth copies transactions contemplated under this Agreement and presents fairly in all material respects the pro forma financial condition of Loan Parties and their Subsidiaries on a consolidated basis as of the Audited Historical Carve-Out Financial Statements Closing Date after giving effect to the transactions under this Agreement, and the Unaudited Historical Carve-Out Financial Statementshas been prepared in accordance with GAAP, consistently applied. (b) Section 3.11(bThe twelve (12) month cash flow projections of Loan Parties and their Subsidiaries on a consolidated basis and their projected balance sheets as of the Seller Disclosure Schedule sets forth Closing Date, in each case through the end of Loan Parties’ fiscal year ended December 31, 2019, copies of an unaudited pro forma internal summary which (along with the Pro Forma Balance Sheet) are annexed hereto as Exhibit 5.05 were prepared by a Responsible Officer of the revenueBorrower, expenses and contribution to earnings of Film Capture are based on underlying assumptions which Loan Parties believe provide a reasonable basis for the fiscal years ended, respectively, 2010, 2011 projections contained therein in light of conditions and 2012 (facts known to Loan Parties at the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements time such projections were made and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”)reflect Loan Parties’ good faith judgment. (c) Section 3.11(c) The consolidated and consolidating balance sheets of Loan Parties, their Subsidiaries and such other Persons described therein as of December 31, 2015, and the Seller Disclosure Schedule sets forth related statements of income, changes in stockholders’ equity, which will not be consolidating, and changes in cash flow, which will not be consolidating, for the period ended on such date, all accompanied by reports thereon containing opinions without qualification by independent certified public accountants, copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets which have been delivered to Agent, have been prepared based on adjustments to in accordance with GAAP consistently applied (except for changes in application in which such accountants concur) and present fairly the Audited Historical Carve-Out Financial Statements consolidated, and consolidating where applicable, financial position of Loan Parties and their Subsidiaries at such date and the Unaudited Historical Carve-Out Financial Statementsconsolidated, and consolidating where applicable, results of their operations and changes in stockholders’ equity and cash flow for such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreementperiod. (d) The Financial Statements were derived from the books consolidated and records consolidating balance sheets of Loan Parties, their Subsidiaries and such other Persons described therein as of the Business. The Audited Historical Carve-Out Financial Statements monthly period most recently ended at least thirty (30) days prior to the Closing Date, and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that related statements of income for the period ended on such date, copies of which have been allocated on a basis that Seller considers delivered to be reasonable and applied consistently to the Business during the periods presented and (ii) Agent, have been prepared in accordance with GAAP, consistently applied throughout and such balance sheet presents fairly the periods covered thereby (except financial condition of Loan Parties, their Subsidiaries and such other Persons on a consolidated basis as may be indicated of such date, subject to normal year-end audit adjustments and absence of footnotes, the statement of cash flows and the statement of changes in the notes thereto)shareholders’ equity. (e) The Financial Statements are materially accurate and present Other than the restructuring resulting in all material respects the Bankruptcy Case, since September 30, 2016, there has been no change in the condition, financial condition and results of operations or otherwise, of the Business for the periods covered thereby Loan Parties and their Subsidiaries taken as a whole, except for (i) pro forma adjustments as identified in Section 3.11(c)changes which could not reasonably be expected to have, (ii) normal year-end adjustments and accruals contained either individually or in the Film Capture Operations Financial Statementsaggregate, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureMaterial Adverse Effect.

Financial Statements. (a) Set forth in Section 3.11(a3.6(a) of the Seller Cabot Disclosure Schedule sets forth are true and complete copies of the Audited Historical Carve-Out Financial Statements Cabot’s audited consolidated balance sheets as of December 31, 2024 and 2023, and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of years in the revenuethree-year period ended December 31, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 2024 (the “Film Capture Operations Audited Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements all quarterly and the Unaudited Pro Forma Transaction Balance Sheetsannual financial statements delivered pursuant to Section 5.1(f)(iii) and (iv), the “Financial Statements”). (cb) Section 3.11(c) The books and records of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance SheetsCabot and its Subsidiaries have been maintained in accordance with GAAP and all applicable laws. The Unaudited Pro Forma Transaction Balance Sheets Financial Statements (i) have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the applicable books and records of the Business. The Audited Historical Carve-Out Financial Statements Cabot and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and its Subsidiaries, (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby GAAP and (except as may be indicated in the notes thereto). (eiii) The Financial Statements are materially accurate and fairly present in all material respects the consolidated financial condition of Cabot and its Subsidiaries as of the respective dates thereof and the consolidated results of the operations of the Business Cabot and its Subsidiaries for the periods covered thereby indicated therein (except as noted therein and subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments), all in accordance with GAAP. (c) Cabot and its Subsidiaries, with the assistance of Cabot Parent and its Affiliates, maintain internal controls over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting (and, to Cabot’s Knowledge, regarding the preparation of financial statements for external reporting purposes in accordance with GAAP), including policies and procedures that (i) pro forma adjustments as identified pertain to the maintenance of records that in Section 3.11(c)reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Cabot and its Subsidiaries, (ii) normal year-end adjustments are designed to provide reasonable assurance that transactions are recorded accurately in all material respects (and, to Cabot’s Knowledge, recorded accurately as necessary to permit preparation of financial statements in accordance with GAAP), and accruals contained that receipts and expenditures of Cabot and its Subsidiaries are being made only in the Film Capture Operations Financial Statements, accordance with authorizations of management and directors of Cabot and its Subsidiaries and (iii) are designed to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the absence assets of Cabot and its Subsidiaries that could have a material effect on the financial statements. (d) ▇▇▇▇▇ has made available to Columbus correct and complete copies of all documents governing any footnotes material “off balance sheet arrangements” (within the meaning of Item 303 of Regulation S-K promulgated by the SEC) in respect of Cabot and its Subsidiaries that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may are not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be disclosed in the futureAudited Financial Statements. (e) Neither Cabot nor any of its Subsidiaries has at any time since January 1, 2020 been subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Financial Statements. (a) Section 3.11(a) of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that The consolidated balance sheet of the Parent Borrower and its Subsidiaries as at December 31, 2017, and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows of the Parent Borrower and its Subsidiaries for the Fiscal Year then ended, audited by Deloitte, independent public accountants, copies of which have been allocated on a basis that Seller considers to be reasonable and applied consistently delivered to the Business during Lenders, fairly present the periods presented consolidated financial condition of the Parent Borrower and (ii) have been its Subsidiaries as at such date and the consolidated results of the operations of the Parent Borrower and its Subsidiaries for the period ended on such date, all prepared in accordance with GAAP, consistently GAAP applied throughout the periods covered thereby (except as may be indicated in the notes thereto)on a consistent basis. (eii) The Financial Statements are materially accurate unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the last day of September 30, 2018, and the related consolidated statements of income, shareholders’ equity and cash flows for the Parent Borrower and its Subsidiaries for the Fiscal Quarter then ended, fairly present the consolidated financial condition of the Parent Borrower and its Subsidiaries as at such date and the consolidated results of the operations of the Parent Borrower and its Subsidiaries for the period ended on such date, subject to the absence of footnotes and to normal year-end audit adjustments, all prepared in all accordance with GAAP applied on a consistent basis. (iii) Since December 31, 2017, there has been no material respects adverse change in the financial condition and or results of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments Parent Borrower and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated Restricted Subsidiaries taken as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futurewhole that has had a Material Adverse Effect.

Financial Statements. (a) Section 3.11(a) of 5.6.1 CUB has previously made available to PC Bancorp and PCB the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance SheetsCUB Regulatory Reports. The Unaudited Pro Forma Transaction Balance Sheets CUB Regulatory Reports have been prepared based on adjustments in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 5.6.2 CUB has previously made available to PC Bancorp and PCB the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) CUB. The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) CUB have been prepared in accordance with GAAPGAAP (including the related notes where applicable), consistently applied throughout and fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments), the financial position, results of operations and cash flows of CUB as of and for the respective periods covered thereby (ending on the dates thereof, except as may be indicated in the notes thereto). The balance sheet of CUB as of December 31, 2010, and the related statements of operations, cash flow and changes in shareholders’ equity of CUB for the three (3) years then ended, audited by McGladrey & ▇▇▇▇▇▇, LLP, and the unaudited balance sheet of CUB as of September 30, 2011, and the related unaudited statement of income, and changes in shareholders’ equity of CUB for the period then ended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) The 5.6.3 At the date of each balance sheet included in the Financial Statements of CUB or the CUB Regulatory Reports, CUB has no liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Financial Statements of CUB or CUB Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.6.4 Except as listed on CUB Disclosure Schedule 5.6.4, the records, systems, controls, data and information of CU Bancorp and CUB are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of CU Bancorp or CUB or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described below in this Section 5.6.4. CUB: (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to CUB, is made known to the chief executive officer and the chief financial officer of CUB by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to CUB’s outside auditors and the audit committee of CUB’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 materially accurate adversely affect CUB’s ability to record, process, summarize and present report financial information and (ii) any fraud of which CUB has Knowledge of, whether or not material, that involves management or other employees who have a significant role in CUB’s internal control over financial reporting. These disclosures (if any) were made in writing by management to CUB’s auditors and audit committee and a copy has previously been made available to PC Bancorp and PCB. As of the date hereof, to the Knowledge of CUB, its chief executive officer and chief financial officer would be able to give the certifications required pursuant to the rules and regulations adopted pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification. 5.6.5 Since January 1, 2009: (i) to the Knowledge of CUB, no director, officer, employee, auditor, accountant or representative of CUB had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of CUB or its internal accounting controls, including any material complaint, allegation, assertion or claim that CUB has engaged in questionable accounting or auditing practices; and (ii) no attorney representing CUB, whether or not employed by CUB, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by CUB or any of their respective officers, directors, employees or agents to the Board of Directors CUB or any committee thereof or to any director or officer of CUB. 5.6.6 Since January 1, 2009, CUB has timely filed all Regulatory Filings and all other material reports and statements required to be filed, including, without limitation, any report or statement required to be filed pursuant to the laws of the United States and the rules and regulations of the FDIC, the DFI, the SEC and any other Governmental Entity, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports, registrations and statements complied in all material respects with all the financial condition laws, rules and results of operations regulations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c)applicable Governmental Entity with which they were filed. 5.6.7 Since January 1, (ii) normal year-end adjustments and accruals contained 2009, CUB has not incurred any liability other than in the Film Capture Operations Financial Statementsordinary course of business consistent with past practice or as otherwise contemplated by this Agreement that has had or is reasonably likely to have a Material Adverse Effect on CUB. 5.6.8 CU Bancorp was only recently organized on November 16, (iii) 2011 under the absence laws of any footnotes that would be required the State of California to bring serve, upon consummation of the Film Capture Operations Financial Statements into compliance with GAAP several transactions herein contemplated and (iv) subject to all necessary Regulatory Approvals and Shareholder Approvals, as the fact that bank holding company for CUB, PCB and the Financial Statements may not reflect Surviving Bank under the actual expenses Bank Holding Company Act, and as of the Business would have incurred if it had been operated as a stand-alone entity date of this Agreement, has only minimal assets and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureno liabilities.

Financial Statements. (a) Section 3.11(a) Prior to the date hereof, Heinz Corporation II has filed with the SEC the consolidated balance sheet of Heinz Corporation II and its Subsidiaries as of December 29, 2013, and December 28, 2014, and the related consolidated statements of operations, cash flows and shareholders’ equity for each of the Seller Disclosure Schedule sets forth copies three years in the period ended December 28, 2014, as reported in Heinz Corporation II’s Annual Report on Form 10-K for the fiscal year ended December 28, 2014, including any amendments thereto filed with the SEC prior to the Measurement Date, filed with the SEC under the Exchange Act, accompanied by the audit report of PricewaterhouseCoopers LLP (“PwC”), the independent registered public accounting firm with respect to Heinz Corporation II for such periods (such balance sheets and statements, the “Heinz Financial Statements”). The consolidated balance sheets of Heinz Corporation II (including the related notes, where applicable) included in the Heinz Financial Statements fairly present, and the consolidated balance sheets of Heinz Corporation II (including the related notes, where applicable) included in the Heinz SEC Reports filed after the date of this Agreement will fairly present, in all material respects the consolidated financial position of Heinz Corporation II and its Subsidiaries as of the Audited Historical Carve-Out dates thereof, and the consolidated statements of operations, cash flows and shareholders’ equity included in the Heinz Financial Statements (including the related notes, where applicable) fairly present, and the Unaudited Historical Carveconsolidated statements of operations, cash flows and shareholders’ equity of Heinz Corporation II included in the Heinz SEC Reports filed after the date of this Agreement will fairly present, in all material respects the results of the consolidated operations and changes in shareholders’ equity and cash flows of Heinz Corporation II and its Subsidiaries for the respective fiscal periods therein set forth (subject, in the case of unaudited statements, to notes and normal year-Out Financial Statementsend audit adjustments that will not be material in amount or effect); each of such statements (including the related notes, where applicable) complies in all material respects with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared, or will be prepared, as applicable, in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. (b) Section 3.11(bExcept (i) for those liabilities that are reflected or reserved against on the most recent audited consolidated balance sheet of Heinz Corporation II or the Seller Disclosure Schedule sets forth copies notes thereto included in the Heinz SEC Reports filed prior to the date of an unaudited pro forma internal summary this Agreement, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the revenuedate of such balance sheet and (iii) for liabilities and obligations incurred in connection with this Agreement, expenses Heinz Corporation II and contribution its Subsidiaries do not have any liabilities of any nature that would, individually or in the aggregate, reasonably be expected to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”)have a Material Adverse Effect on Heinz. (c) Section 3.11(c) Neither Heinz nor Heinz Intermediate I engage in any operating or business activities or have any liabilities of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statementsany nature, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified the ownership of Heinz Intermediate I Common Stock, in Section 3.11(c)the case of Heinz, and Heinz Corporation II Common Stock, in the case of Heinz Intermediate I, and, in each case, activities and liabilities incidental thereto, (ii) normal year-end adjustments the maintenance of its legal existence and accruals contained in the Film Capture Operations Financial Statementsliabilities incidental thereto, (iii) the absence performance of any footnotes that would be required its obligations with respect to bring its Equity Interests (including pursuant to the Film Capture Operations Financial Statements into compliance with GAAP and Heinz Stock Plan), (iv) providing indemnification to officers, managers and directors and (v) activities and liabilities contemplated by this Agreement undertaken or incurred, as applicable, in connection with the fact that Merger and the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as other Transactions. Heinz Company is a stand-alone entity and may not be indicative direct wholly owned Subsidiary of what the Business results Heinz Corporation II, which is a direct wholly owned Subsidiary of operationsHeinz Intermediate I, financial position and cash flows may be in the futurewhich is a direct wholly owned Subsidiary of Heinz.

Financial Statements. (a) Section 3.11(aAttached hereto as Schedule 3.5 are true and complete copies of: (i) the consolidated balance sheet as of December 31 for each of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements years 2008 through 2009, and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) related consolidated statements of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenueincome, expenses cash flow and contribution to earnings of Film Capture stockholders’ equity for the fiscal years endedended on such dates, respectivelyin each case, 2010for the BP Asset Selling Entity and the Purchased Subsidiaries, 2011 and (ii) the consolidated balance sheet as of December 31, 2010 and 2012 the consolidated reported statements of income for the twelve-month period ended on such date, in each case, for the BP Asset Selling Entity and the Purchased Subsidiaries (the “Film Capture Operations Most Recent BP Financial Statements” and”); (all the foregoing financial statements, together with including the Audited Historical Carve-Out Financial Statementsnotes thereto, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, are referred to herein collectively as the “BP Financial Statements”). (cb) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out BP Financial Statements and are in accordance with the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the regularly maintained books and records of the Business. The Audited Historical Carve-Out Financial Statements BP Asset Selling Entity and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate Purchased Subsidiaries and present fairly in all material respects the financial condition and position, results of operations operations, stockholders’ equity and changes in financial position of the Business BP Asset Selling Entity and the Purchased Subsidiaries, as the case may be, as of the dates and for the periods indicated, in each case, in accordance with GAAP applied in a manner consistent with past practice and on a consistent basis throughout the periods covered thereby except for thereby; provided, however, that the Most Recent BP Financial Statements lack footnotes, normal year-end reclassifications, adjustments and other presentation items, which, in the aggregate, are not material in amount. The BP Financial Statements do not reflect any write-up or revaluation increasing the book value of any assets. The books and accounts of the BP Asset Selling Entity and the Purchased Subsidiaries are complete and correct in all material respects and fully and fairly reflect all of the transactions of the BP Asset Selling Entity and the Purchased Subsidiaries. (c) Each of the BP Asset Selling Entity and the Purchased Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) pro forma adjustments as identified transactions are executed in Section 3.11(c)accordance with management’s general or specific authorizations, (ii) normal year-end adjustments transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and accruals contained in the Film Capture Operations Financial Statementsto maintain asset accountability, (iii) the absence of any footnotes that would be required access to bring the Film Capture Operations Financial Statements into compliance assets is permitted only in accordance with GAAP management’s general or specific authorization, and (iv) the fact that recorded accountability for assets is compared with the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity existing assets at reasonable intervals and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureappropriate action is taken with respect to any differences.

Financial Statements. The Loan Parties have heretofore furnished to the Lenders (a) Section 3.11(a) the consolidated and combined statement of financial condition and consolidated and combined statements of operations, changes in partners’ capital and cash flows of Blackstone Group as of and for the Seller Disclosure Schedule sets forth copies fiscal year ended December 31, 2009, audited by and accompanied by the report of the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. Deloitte & Touche LLP, independent registered public accounting firm, (b) Section 3.11(b) the unaudited condensed consolidated and combined statement of the Seller Disclosure Schedule sets forth copies financial condition and condensed consolidated and combined statements of an unaudited pro forma internal summary income and cash flows as of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years endedyear ended December 31, respectively, 2010, 2011 and 2012 (2009 of the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements combined Guarantors and the Unaudited Pro Forma Transaction Balance SheetsSubsidiaries, in the “Financial Statements”). form delivered pursuant to the Existing Credit Agreement, and (c) Section 3.11(c) a reconciliation prepared by a Financial Officer of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheetsfinancial statements referred to in clause (a) to those referred to in clause (b). The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial StatementsSuch audited financial statements fairly present, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present in all material respects respects, the consolidated and combined financial condition position and results of operations of Blackstone Group and such unaudited condensed consolidated and combined financial statements fairly present, in all material respects, the condensed consolidated and combined financial position and results of operations of the Business combined Guarantors and the Subsidiaries as of such date and for such periods presented. Such financial statements and the notes thereto disclose all material liabilities, direct or contingent, of Blackstone Group and of the combined Guarantors and the Subsidiaries as of the date thereof, to the extent such liabilities are required to be disclosed by GAAP. Such financial statements were prepared in accordance with GAAP applied on a consistent basis, except, in the case of such unaudited financial statements, for the periods covered thereby absence or incompleteness of footnotes and except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments otherwise disclosed therein. The accounts of the Loan Parties have been and accruals contained will continue to be consolidated with those of Blackstone Group in the Film Capture Operations Financial Statements, (iii) audited and unaudited consolidated financial statements of Blackstone Group included in its periodic reports filed with the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureSEC.

Financial Statements. (a) Section 3.11(aThe Borrower has furnished to each Lender (i) the audited consolidated balance sheet of the Seller Disclosure Schedule sets forth copies Borrower and its Subsidiaries as of September 30, 2002 and the related consolidated statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended audited by PricewaterhouseCoopers LLP and (ii) the unaudited consolidated balance sheet of the Audited Historical Carve-Out Financial Statements Borrower and its Subsidiaries as of December 31, 2002, and the Unaudited Historical Carverelated unaudited consolidated statements of income and cash flows for the Fiscal Quarter and year-Out Financial Statementsto-date period then ending, certified by a Responsible Officer. Such financial statements fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as of such dates and the consolidated results of operations for such periods in conformity with GAAP consistently applied, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii). Since September 30, 2002, there have been no changes with respect to the Borrower and its Subsidiaries which have had or could reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect. (b) Section 3.11(bThe Borrower has furnished, or caused to be furnished, to each Lender (i) the audited consolidated balance sheet of Frontstep and its Subsidiaries as of June 30, 2002 and the related consolidated statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended audited by KPMG LLP and (ii) the unaudited consolidated balance sheet of Frontstep and its Subsidiaries as of December 31, 2002, and the related unaudited consolidated statements of income and cash flows for the Fiscal Quarter and year-to-date period then ending. To the best knowledge of the Seller Disclosure Schedule sets forth copies Borrower, such financial statements fairly present in all material respects the consolidated financial condition of an unaudited pro forma internal summary Frontstep and its Subsidiaries as of such dates and the consolidated results of operations for such periods in conformity with GAAP consistently applied, subject to year end audit adjustments and the absence of footnotes in the case of the revenue, expenses and contribution statements referred to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 in clause (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”ii). (c) Section 3.11(c) of The Projections delivered to the Seller Disclosure Schedule sets forth copies of Administrative Agent on the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets date hereof have been prepared based on adjustments to by Borrower in light of the Audited Historical Carve-Out Financial Statements past operations of its businesses and the Unaudited Historical Carvebusinesses being acquired in the Acquisition, but including future payments of known contingent liabilities and reflect projections for the 2003 and 2004 Fiscal Years on a quarter-Out Financial Statements, such adjustments representing managementby-quarter basis. Such Projections reflect as of the Closing Date Borrower’s good faith estimate (determined using and reasonable judgment) estimates of the Transferred Assetsfuture financial performance of Borrower and of the other information projected therein for the period set forth therein. Each set of Projections delivered as of the Closing Date or after the Closing Date to the Lenders are based upon estimates and assumptions stated therein, Excluded Assets, Assumed Liabilities all of which Borrower believes at the time of delivery to be reasonable and Excluded Liabilities, as contemplated by this Agreementfair in light of current conditions and current facts known to Borrower. (d) The Financial Statements were derived from Pro Forma Balance Sheet as of September 30, 2002 delivered on or before the books and records of date hereof was prepared by the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently Borrower giving pro forma effect to the Business during Related Transactions, was based on the periods presented unaudited consolidated balance sheets of Borrower and (ii) have been its Subsidiaries and Frontstep and its Subsidiaries, each dated September 30, 2002, and was prepared in accordance a manner consistent with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the future.

Financial Statements. (a) Section 3.11(a) of the Seller Disclosure Schedule sets forth The Company has delivered to Parent or Parent’s counsel true and complete copies of the Audited Historical Carve-Out Financial Statements consolidated audited balance sheet of the Company and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) related consolidated audited statements of income, stockholders’ equity and cash flows of the Seller Disclosure Schedule sets forth copies Company, including information relating to each of an unaudited pro forma internal summary its consolidated Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of the revenueCompany’s accountants, expenses as of and contribution to earnings of Film Capture for the fiscal years endedended December 31, respectively2006 and December 31, 20102005, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheetsconsolidated unaudited balance sheet of the Company and the related statements of income and cash flows of the Company, as of and for the nine month period ended September 30, 2007 (collectively, the “Financial Statements”). (c) Section 3.11(c. Except as set forth on Schedule 3.18(a) of the Seller Disclosure Schedule sets forth copies of Schedule, the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently GAAP applied on a basis consistent with past practices of the Company throughout the periods covered thereby (indicated and with each other, except as may be indicated in that the notes thereto). (e) unaudited Financial Statements are subject to normal year-end adjustments and do not contain all footnotes required by GAAP. The Financial Statements are materially accurate and fairly present in all material respects the financial condition and operating results of operations the Company on a consolidated basis, as of the Business dates, and for the periods covered thereby except for periods, indicated therein. Except as set forth on Schedule 3.18(a) of the Disclosure Schedule or as set forth in the Financial Statements, none of the Company nor any of the Subsidiaries has any liabilities, contingent or otherwise of a type required by GAAP to be reflected in the Financial Statements, other than (i) pro forma adjustments as identified liabilities incurred in Section 3.11(cthe ordinary course of business subsequent to September 30, 2007 (the “Financial Statement Date”), (ii) normal year-end adjustments and accruals contained in liabilities expressly specified on the Film Capture Operations Financial StatementsDisclosure Schedules, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP obligations under Contracts and (iv) liabilities that would not be materially adverse to the fact that Company and its Subsidiaries, taken as a whole. The Company’s unaudited balance sheet as of the Financial Statements may not reflect Statement Date shall be referred to as the actual expenses “Unaudited Balance Sheet”. (b) Except as set forth on Schedule 3.18(b) of the Business would have incurred if it had been operated Disclosure Schedule, all accounts receivable reflected on the Unaudited Balance Sheet, and the accounts receivable of the Company and its Subsidiaries outstanding as a stand-alone entity of the date hereof (“Receivables”) (i) are valid, existing and may collectible in the ordinary course of business (net of reserves consistent with past practice); provided; however, that this item (i) shall not be indicative deemed to be a guaranty of what the Business results of operations, financial position collection and cash flows may be (ii) represents monies due for goods sold and delivered or services rendered in the futureordinary course of business. Except as set forth on Schedule 3.18(b) of the Disclosure Schedule, all Receivables in existence on the date hereof are 90 days old or less, and there are no material disputes regarding the collectibility of any such Receivables (other than immaterial disputes which are otherwise reserved for on the Company’s books or which arise after the date hereof and prior to the Closing Date in the ordinary course of business).

Financial Statements. (a) Section 3.11(aThe Borrower has furnished to the Administrative Agent and the Lenders complete and correct copies of (i) the audited consolidated balance sheets of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements Borrower and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture its consolidated Subsidiaries for the fiscal years year ended December 31, 2008 and the related audited consolidated statements of income, shareholders’ equity, and cash flows of the Borrower and its consolidated Subsidiaries for the fiscal year of the Borrower then ended, respectively, 2010, 2011 and 2012 (accompanied by the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) report thereon of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP; and (ii) the condensed consolidated balance sheets of the Borrower and its consolidated Subsidiaries for the fiscal quarter ended March 29, 2009 and the related condensed consolidated statements of income of cash flows of the Borrower and its consolidated Subsidiaries for each of the fiscal periods then ended. All such financial statements have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be stated therein), and fairly present the financial position of the Borrower and its Subsidiaries as of the respective dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which shall be material. The Borrower and its Subsidiaries did not have, as of the date of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of Loans or LC Issuances hereunder, any material or significant contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto)thereto in accordance with GAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Borrower and its Subsidiaries. (eb) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations projections of the Business Borrower and its Subsidiaries for the fiscal years 2009 through 2012 prepared by the Borrower and delivered to the Administrative Agent and the Lenders (the “Financial Projections”) were prepared on behalf of the Borrower in good faith after taking into account historical levels of business activity of the Borrower and its Subsidiaries, known trends, including general economic trends, and all other information, assumptions and estimates considered by management of the Borrower and its Subsidiaries to be pertinent thereto; provided, however, that no representation or warranty is made as to the impact of future general economic conditions or as to whether the Borrower’s projected consolidated results as set forth in the Financial Projections will actually be realized, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results for the periods covered thereby except for (i) pro forma adjustments by the Financial Projections may differ materially from the Financial Projections. No facts are known to the Borrower as identified in Section 3.11(c)of the Closing Date which, (ii) normal year-end adjustments and accruals contained if reflected in the Film Capture Operations Financial StatementsProjections, (iii) would result in a material adverse change in the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business assets, liabilities, results of operations, financial position and operations or cash flows may be in the futurereflected therein.

Financial Statements. Borrower will furnish to Lender or cause to be furnished to Lender: (a) Section 3.11(a) within 90 days after the end of each fiscal year of Borrower, its audited consolidated balance sheet and related statements of operations, partners’ capital and cash flows as of the Seller Disclosure Schedule sets forth copies end of the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. for such year, all reported on by independent public accountants acceptable to Lender (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses without a “going concern” or like qualification or exception and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments without any qualification or exception as to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, scope of such adjustments representing management’s good faith estimate (determined using reasonable judgmentaudit) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the Business end of each of the first three fiscal quarters of Borrower, its consolidated balance sheet and related statements of operations, partners’ capital and cash flows as of the end of and for the periods covered thereby except for (i) pro forma adjustments then elapsed portion of the fiscal year, all certified by one of its Responsible Officers as identified presenting fairly in Section 3.11(c)all material respects the financial condition and results of operations of Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, (ii) subject to normal year-end audit adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of footnotes; (c) concurrently with any footnotes that would delivery of financial statements under clause (a) or (b) above, a certificate of a Responsible Officer of Borrower (x) certifying, in the case of the financial statements delivered under clause (b), as presenting fairly in all material respects the financial condition and results of operations of Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (y) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be required taken with respect thereto and (z) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to bring in clause (i) above and, if any such change has occurred, specifying the Film Capture Operations Financial Statements into effect of such change on the financial statements accompanying such certificate; and (d) such additional information regarding the business, financial or corporate affairs of Borrower, or compliance with GAAP and (iv) the fact that terms of the Financial Statements Margin Loan Documentation, as Lender may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futurefrom time to time reasonably request.

Financial Statements. (a) Section 3.11(a‎4.6(a) of the Seller Grasshopper’s Disclosure Schedule Memorandum sets forth a true, complete and correct copy of the Grasshopper Financial Statements with respect to periods ended on and prior to September 30, 2025. Grasshopper has made available to Enova true, complete and correct copies of the Audited Historical Carve-Out Grasshopper Financial Statements with respect to periods ended subsequent to September 30, 2025 and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) Books and Records of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance SheetsGrasshopper Entities. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Grasshopper Financial Statements (i) include certain expenses that are true, complete and correct in all material respects, and have been allocated on a basis that Seller considers to be reasonable prepared from, and applied consistently to are in accordance with, the Business during Books and Records of the periods presented and Grasshopper Entities, (ii) have been prepared in accordance with GAAPGAAP and regulatory accounting principles, in each case, consistently applied throughout the periods covered thereby (except as may be otherwise indicated in the notes thereto). thereto and except with respect to the interim financial statements for the omission of footnotes, and (eiii) The Financial Statements are materially accurate and fairly present in all material respects the consolidated financial condition of the Grasshopper Entities as of the respective dates set forth therein and the consolidated results of operations operations, stockholders’ equity, and cash flows of the Business Grasshopper Entities for the respective periods covered thereby except for (i) pro forma adjustments as identified set forth therein, subject in Section 3.11(c), (ii) normal the case of the interim Grasshopper Financial Statements to year-end adjustments normal in nature and accruals contained amount. The Grasshopper Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, complete and correct in all material respects, and will be prepared from, and will be in accordance with, the Film Capture Operations Financial StatementsBooks and Records of the Grasshopper Entities, (iiiB) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance will have been prepared in accordance with GAAP and regulatory accounting principles, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (ivC) will fairly present in all material respects the fact that consolidated financial condition of the Financial Statements may not reflect Grasshopper Entities as of the actual expenses respective dates set forth therein and the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position stockholders’ equity, and cash flows may be of the Grasshopper Entities for the respective periods set forth therein, subject in the futurecase of unaudited financial statements to year-end adjustments normal in nature and amount.

Financial Statements. (a) Section 3.11(a) Schedule 4.4 includes correct and complete copies of audited financial statements consisting of the Seller Disclosure Schedule sets forth copies balance sheets of the Audited Historical Carve-Out Financial Statements Business as of September 30, 1996 and 1997 and the Unaudited Historical Carve-Out related statement of income for the years then ended, all of which are audited by BDO ▇▇▇▇▇▇▇ (collectively, the "Audited Financial Statements. (b") Section 3.11(b) and unaudited financial statements consisting of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary balance sheet of the revenueBusiness as of June 30, expenses 1998 and contribution to earnings the related statement of Film Capture income for the fiscal years nine-month period then ended, respectivelyboth of which are reviewed by BDO ▇▇▇▇▇▇▇ (collectively, 2010, 2011 and 2012 (the “Film Capture Operations "Interim Financial Statements” and, " and together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “"Financial Statements”"). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from are in all material respects consistent with the books and records of the BusinessBusiness and there are no material transactions required by GAAP, applied on a consistent basis, to be recorded in accounting records that have not been recorded in the accounting records underlying such Financial Statements. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, GAAP consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present in all material respects fairly the financial condition position and results of operations assets and liabilities of the Business as of the dates thereof and the results of its operations for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c)then ended, (ii) subject to normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes notes in the case of the Interim Financial Statements. There is an allocation of costs to the Business from the Selling Entities, or from the Business to the Selling Entities in the Audited Financial Statements. The allocation of costs is reflected as a management fee in the statement of operations and deficit. The Selling Entities warrant that would be required there is no other allocation of cost to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) Business from the fact Selling Entities, or from the Business to the Selling Entities. The balance sheet as of September 30, 1997 that is included in the Financial Statements may not reflect is referred to herein as the actual expenses "Balance Sheet" and the Business would have incurred if it had been operated date thereof is referred to as a stand-alone entity and may not be indicative the "Balance Sheet Date." The balance sheet as of what the Business results of operationsJune 30, financial position and cash flows may be 1998 that is included in the futureFinancial Statements is referred to herein as the "Interim Balance Sheet" and the date thereof is referred to as the "Interim Balance Sheet Date." The Country Tonight Theater in Branson, Missouri will produce $6 million total gross revenue for calendar year 1998.

Financial Statements. (a) Section 3.11(a) Parent has delivered or made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement or information statement filed by Parent with the SEC in respect of its fiscal years ending November 30, 1996 and 1997 under the Securities Act and the Exchange Act and will deliver to the Company promptly upon the filing thereof with the SEC all such reports, schedules, registration statements and proxy statements as may be filed after the date hereof and prior to the Effective Time (as such documents have since the time of their filing been amended, or may after their filing, if after the date hereof, be amended, the "Parent SEC Reports"), which are or will be all the documents that Parent was or will be required to file with the SEC. As of their respective dates, the Parent SEC Reports complied or will comply in all material respects with the requirements of the Seller Disclosure Schedule sets forth copies Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Audited Historical Carve-Out Financial Statements SEC thereunder applicable to such Parent SEC Reports, and none of the Unaudited Historical Carve-Out Financial StatementsParent SEC Reports contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, not misleading. (b) Section 3.11(bAs of their respective dates, the financial statements of Parent included or to be included in the Parent SEC Reports (the "Parent Financial Statements") complied or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenueSEC with respect thereto, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present or will present fairly in all material respects the consolidated financial condition position of Parent and its Subsidiaries and the consolidated results of operations operations, changes in shareholders' equity and cash flows of Parent and its Subsidiaries as of the Business dates and for the periods covered thereby except for (i) pro forma adjustments as identified indicated, in Section 3.11(c)accordance with GAAP applied on a consistent basis, (ii) subject in the case of interim financial statements to normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) except for the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be certain footnote information in the futureunaudited statements.

Financial Statements. (a) Section 3.11(a) of the Seller Disclosure Schedule sets forth has provided to Purchasers true and complete copies of (i) the audited balance sheet as of, and related audited statements for the year then ended on, December 31, 2014, December 31, 2015 and December 31, 2016 for each of Trayport Holdings Limited, Trayport Limited, Trayport Contigo Limited and Trayport PTE Ltd. (collectively, the “Audited Historical Carve-Out Financial Statements Statements”) and (ii) the unaudited balance sheet as of, and related unaudited statements of income for the year then ended on, December 31, 2014, December 31, 2015 and December 31, 2016 for Trayport, Inc., and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenuebalance sheet as of, expenses and contribution to earnings of Film Capture related unaudited statements for the fiscal years endedsix months then ended on, respectivelyJune 30, 20102017 for each Trayport Company (collectively, 2011 and 2012 (the “Film Capture Operations Unaudited Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out “Business Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial StatementsInformation”). (cb) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have Business Financial Information has been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Trayport Companies. Subject to the absence of footnotes and other presentation items and normal year-end and other adjustments (which other adjustments are not material to the Business. The Audited Historical Carve-Out Financial Statements and ) with respect to the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to Statements, the Business during the periods presented and (ii) have Financial Information, except as otherwise indicated therein, has been prepared in accordance with GAAPthe Applicable Accounting Standards, consistently applied throughout within the periods covered thereby applicable period, and (except as may be indicated in i) with respect to the notes thereto). (e) The Unaudited Financial Statements are materially accurate and present of Trayport, Inc., fairly presents, in all material respects respects, the financial condition and the results of operations of Trayport, Inc. as at the Business respective dates and for the periods covered thereby except by such Unaudited Financial Statements; (ii) with respect to the Audited Financial Statements of Trayport Holdings Limited, Trayport Limited and Trayport Contigo Limited, gives a true and fair view of the state of affairs of such applicable Trayport Company, and its respective assets and liabilities as at the respective dates and for the periods covered by such Audited Financial Statements; and (iii) with respect to the Audited Financial Statements of Trayport PTE Ltd., gives a true and fair view of the state of affairs of Trayport PTE Ltd. as at the respective dates and for the periods covered by such Audited Financial Statements. (c) No Trayport Company has any Liabilities other than (i) pro forma adjustments as identified Liabilities reflected or reserved in Section 3.11(c)the Business Financial Information, (ii) normal year-end adjustments and accruals contained Liabilities incurred in the Film Capture Operations Financial StatementsOrdinary Course after December 31, 2016, (iii) Liabilities incurred in connection with this Agreement or the absence of any footnotes that would be required to bring Related Agreements or the Film Capture Operations Financial Statements into compliance with GAAP and transactions contemplated hereby or thereby, (iv) Liabilities that arise under Contracts to which a Trayport Company is a party as of the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a standdate hereof (excluding Liabilities for breach, non-alone entity performance or default), and may not be indicative of what the Business results of operations(v) Liabilities that, financial position and cash flows may be in the futureaggregate, are not material to the Business.

Financial Statements. (a) Section 3.11(a) 4.5 of the Seller Company Disclosure Schedule Schedules sets forth copies the audited consolidated financial statements of the Audited Historical Carve-Out Financial Statements Company and its Subsidiaries consisting of consolidated statements of financial position as of December 31 in each of the years 2014, 2015 and 2016 and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) related consolidated statements of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenueoperations and comprehensive income, expenses changes in shareholders’ equity and contribution to earnings of Film Capture cash flows for the fiscal years ended, respectively, 2010, 2011 and 2012 then ended (the “Film Capture Operations Audited Financial Statements”), and unaudited consolidated financial statements of the Company and its Subsidiaries consisting of a consolidated statement of financial position as of June 30, 2017 and the related consolidated statements of operations and comprehensive income, changes in shareholders’ equity and cash flows for the six month period then ended (the “Interim Financial Statements” and, and together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets Financial Statements have been prepared based in accordance with GAAP applied on adjustments to a consistent basis throughout the Audited Historical Carve-Out Financial Statements and periods involved, subject, in the Unaudited Historical Carve-Out case of the Interim Financial Statements, such to normal year-end adjustments representing management’s good faith estimate (determined using reasonable judgment) and the absence of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) notes. The Financial Statements were derived from are based on the books and records of the Business. The Audited Historical Carve-Out Financial Statements Company, and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the respective dates they were prepared and the results of the operations of the Business Company and its Subsidiaries for the periods covered thereby except for indicated. The consolidated statement of financial position of the Company and its Subsidiaries as of December 31, 2016 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the consolidated statement of financial position of the Company and its Subsidiaries as of June 30, 2017 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date.” The Company maintains a standard system of accounting established and administered in accordance with GAAP. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) pro forma adjustments all assets, liabilities and transactions are accurately and timely recorded in all material respects and as identified in Section 3.11(c), necessary to permit preparation of audited financial statements and to maintain accountability for the assets and (ii) normal year-end adjustments transactions are executed and accruals contained access to records is permitted only in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance accordance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futuremanagement’s authorization.

Financial Statements. (ai) Section 3.11(a) The Borrower has delivered to the Administrative Agent copies of its Annual Statement for and as of the Seller Disclosure Schedule sets forth end of the fiscal year ended December 31, 2010 (including, without limitation, the provisions made therein for Investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) as filed with the Applicable Insurance Regulatory Authority. In addition, the Borrower has delivered to the Administrative Agent copies of the Audited Historical Carve-Out Financial its Interim Statements and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010year to date and as of the end of the fiscal quarter ended June 30, 2011 as filed with the Applicable Insurance Regulatory Authority (all such Annual Statements and 2012 (Interim Statements being collectively referred to as the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived compiled from the books and records maintained by the Borrower’s management, are correct and complete as required by SAP and fairly represent the consolidated financial condition of the Business. The Audited Historical Carve-Out Financial Statements Borrower and its Subsidiaries as of the respective dates thereof and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable results of operations for the fiscal periods then ended and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAPSAP, consistently applied throughout applied, subject (in the periods covered thereby case of the Interim Statements) to normal year-end audit adjustments. (except as may be indicated ii) Neither the Borrower nor any Subsidiary of the Borrower has any liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the Statements or in the notes thereto), and except as disclosed therein there are no unrealized or anticipated losses from any commitments of the Borrower or any Subsidiary of the Borrower which could reasonably be expected to cause a Material Adverse Change. Since December 31, 2010, no Material Adverse Change has occurred. (eiii) The Financial Investments of the Borrower reflected in the Statements are materially accurate and present comply in all material respects the financial condition and results of operations with all applicable requirements of the Business for the periods covered thereby except for (i) pro forma adjustments Pennsylvania Department of Insurance as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence well as those of any footnotes that would be required other Applicable Insurance Regulatory Authority relating to bring Investments in respect of which the Film Capture Operations Financial Statements into compliance with GAAP and Borrower may invest its funds. (iv) The provisions made by the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be Borrower in the futureStatements for reserves, policy and contract claims and statutory liabilities are in compliance in all material respects with the requirements of the Applicable Insurance Regulatory Authority, and have been computed in accordance with SAP. (v) The marketable securities and short term Investments reflected in the Statements are valued at cost, amortized cost or market value, as required by applicable Law.

Financial Statements. Keep, and cause each Subsidiary to keep, adequate records and books of account with respect to its business activities in which proper entries are made in accordance with GAAP reflecting all its financial transactions; and cause to be prepared and furnished to Agent and Lenders the following (a) Section 3.11(a) of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements all to be prepared in accordance with GAAP applied on a consistent basis, unless Borrower's certified public accountants concur in any change therein and the Unaudited Historical Carve-Out Financial Statements.such change is disclosed to Agent and is consistent with GAAP): (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated not later than 90 days after the close of each Fiscal Year of Borrower, (i) audited financial statements of Nations Flooring, Inc. on a basis that Seller considers Consolidated Basis as of the end of such Fiscal Year, reported on by a firm of independent certified public accountants of recognized standing selected by Borrower but acceptable to be reasonable and applied consistently to Agent (the Business during the periods presented "Accountants") and (ii) have been unaudited financial statements of Borrower as of the end of such Fiscal Year on a consolidating basis; (ii) not later than thirty (30) days after the end of each Fiscal Month hereafter, including the last Fiscal Year of Borrower's Fiscal Year unaudited interim financial statements of Borrower as of the end of such period and of the portion of Borrower's Fiscal Year then elapsed, on a Consolidated Basis and consolidating basis, certified by the principal financial officer of Borrower as prepared in accordance with GAAP, consistently applied throughout GAAP and fairly presenting the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate consolidating and present in all material respects the consolidated financial condition position and results of operations of the Business Borrower for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal such period subject only to changes from audit and year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, except that such statements need not contain notes; (iii) promptly after the absence sending or filing thereof, as the case may be, copies of any footnotes that would proxy statements or financial statements which Holdings or Nations Flooring, Inc., Borrower or any Subsidiary of Holdings or Borrower has made available to its shareholders and copies of any regular, periodic and special reports or registration statements which Holdings, Borrower or any Subsidiary of Holdings or Borrower files with the Securities and Exchange Commission or any governmental authority which may be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and substituted therefor, or any national securities exchange; (iv) promptly after the fact that filing thereof, copies of any annual report to be filed with the Financial Statements Pension Benefit Guaranty Corporation (the "PBGC") in connection with each Plan; and (v) such other data and information (financial and otherwise) as Agent or any Lender, from time to time, may not reflect reasonably request, bearing upon or related to the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative Collateral or Borrower's, any Subsidiary of what the Business Borrower's or any of their respective Subsidiaries' financial condition or results of operations. Concurrently with the delivery of the financial statements described in clause (i) of this subsection 8.1.3, Borrower shall forward to Agent a copy of the accountants' letter to Holdings' management or board of directors that is prepared in connection with such financial position statements and cash flows may also shall cause to be prepared and shall furnish to Agent a certificate of the aforesaid certified public accountants certifying that, based upon their examination of the financial statements of Borrower and its respective Subsidiaries performed in connection with their examination of said financial statements, they are not aware of any Default or Event of Default or, if they are aware of such Default or Event of Default, specifying the future.nature thereof, and acknowledging, in a

Financial Statements. (a) Section 3.11(aIncluded in the Bridgeway Schedules are (i) the audited balance sheets of the Seller Disclosure Schedule sets forth copies Bridgeway as of the Audited Historical Carve-Out Financial Statements October 31, 2011 and October 31, 2010 and the Unaudited Historical Carve-Out Financial Statements.related audited statements of operations, stockholders’ equity and cash flows for the twelve months ended October 31, 2011 and the period from inception to October 31, 2010, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇ ▇▇▇ Accountancy Corporation, independent certified public accountants, with respect thereto and (ii) the unaudited balance sheets of Bridgeway as of January 31, 2012 and the related unaudited statements of operations, stockholders’ equity and cash flows for the three month period ending January 31, 2012; (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, All such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) financial statements have been prepared in accordance with GAAP, generally accepted accounting principles consistently applied throughout the periods covered thereby (involved. The Bridgeway balance sheets are true and accurate and present fairly as of their respective dates the financial condition of Bridgeway. As of the date of such balance sheets, except as may and to the extent reflected or reserved against therein, Bridgeway had no liabilities or obligations (absolute or contingent) which should be indicated reflected in the balance sheets or the notes theretothereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of Bridgeway, in accordance with generally accepted accounting principles. The statements of operations, stockholders’ equity and cash flows reflect fairly the information required to be set forth therein by generally accepted accounting principles; (c) Bridgeway has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties)., except for taxes accrued but not yet due and payable; (d) Bridgeway has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial; (e) The Financial Statements books and records, financial and otherwise, of Bridgeway are materially accurate and present in all material respects aspects complete and correct and have been maintained in accordance with generally accepted accounting principles consistently applied throughout the periods involved; and (f) All of Bridgeway’s assets are reflected on its financial statements, and, except as set forth in the Bridgeway Schedules or the financial condition and results statements of operations of Bridgeway or the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c)notes thereto, (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial StatementsBridgeway has no material liabilities, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operationsdirect or indirect, financial position and cash flows may be in the futurematured or unmatured, contingent or otherwise.

Financial Statements. (a) Section 3.11(aSchedule 2.6(a) sets forth (i) an unaudited combined pro forma balance sheet of the Seller Disclosure Schedule sets forth copies Combined Business as of September 30, 1997 (the "Balance Sheet") and related unaudited combined pro forma statement of income of the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture Combined Business for the fiscal years endedsix months ended September 30, respectively, 2010, 2011 and 2012 1997 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Balance Sheet, the "Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”"). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, the Aerospace Excluded Assets, the Non-Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) the Aerospace Non-Assumed Liabilities are excluded from the Balance Sheet. The Financial Statements were derived from are in accordance with the books and records of the Business. The Audited Historical Carve-Out Financial Statements Sellers and the Unaudited Historical CarveSellers under the Aerospace Agreement and except for the Excluded Assets, the Aerospace Excluded Assets, the Non-Out Financial Statements (iAssumed Liabilities, the Aerospace Non-Assumed Liabilities and as set forth in Schedule 2.6(a) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and fairly present in all material respects the financial condition position and results of operations of the Combined Business on a stand-alone basis as of the date and for the periods covered thereby except for (i) pro forma adjustments as identified period indicated, in Section 3.11(cconformity with GAAP throughout the period specified and in accordance with the procedures and criteria set forth on Schedule 1.6(a), (ii) except as expressly set forth therein and except that the Financial Statements may omit notes and are subject to normal year-end adjustments and accruals contained which are not, in the Film Capture Operations Financial Statementsaggregate, (iii) material. Except as described on Schedule 2.6(a), all fees, charges, costs and expenses associated with the absence ownership, leasing, operation, maintenance and management of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP Combined Business and (iv) the fact that Assets owned, used or held for use by the Combined Business have been fully and properly reflected and charged on the Financial Statements may not reflect in accordance with GAAP (to the actual expenses the Business would have incurred if it had been operated as a stand-alone entity extent such items are required to be so reflected and may not be indicative of what the Business results of operationscharged in accordance with GAAP). All Purchased Assets, financial position Assumed Liabilities, Aerospace Acquired Assets and cash flows may be Aerospace Assumed Liabilities are disclosed on or reflected in the futureBalance Sheet except (i) as disclosed on Schedule 2.6(a), and (ii) as disposed of or transferred between September 30, 1997 and the Closing Date in the ordinary course of business consistent with past practice and in accordance with this Agreement. (b) The future tax benefits set forth in the Balance Sheet as of the date hereof represent future tax benefits as of March 31, 1997. No later than 30 days after the date hereof, Parent shall deliver written notice to AlliedSignal of the amount of future tax benefits as of September 30, 1997, and the Balance Sheet shall be adjusted accordingly.

Financial Statements. (a) Section 3.11(a) The historical audited financial statements of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements Borrowers and their Subsidiaries on a consolidated basis for its most recently completed Fiscal Year, and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) related statements of income, changes in stockholder's equity, and changes in cash flow for the Seller Disclosure Schedule sets forth copies annual fiscal period ended on such date, all accompanied by reports thereon containing opinions without qualification by the Accountants, and the historical unaudited financial statements of an unaudited pro forma internal summary Borrowers and their Subsidiaries on a consolidated and consolidating basis for that portion of their current Fiscal Year ended with their most recently completed Fiscal Quarter and Fiscal Month for which financial statements have been reported and the revenuerelated statements of income, expenses changes in stockholder's equity and contribution to earnings of Film Capture changes in cash flow for the fiscal years endedperiods ended on such date, respectively(collectively, 2010, 2011 and 2012 (the “Film Capture Operations "Historical Financial Statements” and"), together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets which have been prepared based on adjustments delivered to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial StatementsLender, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except for changes in application in which such Accountants have concurred) and present fairly the financial position of the Borrowers and their respective Subsidiaries on a consolidated and, as may be indicated appropriate, consolidating basis at such dates and the results of their operations for such periods. Since the last day of the Borrowers' most recently completed Fiscal Year, there has been no material change in the notes thereto)condition, financial or otherwise, of either of the Borrowers as shown on the balance sheet of each as of such date and no material change in the aggregate value of machinery, equipment and Real Property owned by them, except changes in the ordinary course of business, none of which individually or in the aggregate has had a Material Adverse Effect. (eb) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations one year cash flow projections (presented on a monthly basis) of the Business Borrowers and their Subsidiaries on a consolidated and consolidated basis and their projected balance sheets as of the Closing Date, furnished to Lender on the Signing Date (the "Projections"), were prepared by the chief financial officer of Borrowing Representative, are based on underlying assumptions which provide a reasonable basis for the periods covered thereby except projections contained therein and reflect Borrowers' collective judgment based on present circumstances of the most likely set of conditions and course of action for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureprojected period.

Financial Statements. Ventures has delivered to Purchaser (a) Section 3.11(a) the consolidated balance sheets of the Seller Disclosure Schedule sets forth copies Ventures as of the Audited Historical Carve-Out Financial Statements December 31, 1997, 1996 and 1995 and the Unaudited Historical Carve-Out Financial Statements. related consolidated statements of income, stockholders' equity and cash flows for the years then ended, accompanied in each case by the opinion thereon of KPMG Peat Marwick LLP, independent public accountants, and (b) Section 3.11(bthe unaudited consolidated balance sheet of Ventures (the "Unaudited Balance Sheet") as of August 31, 1998 (the "Balance Sheet Date") and the related unaudited consolidated statements of income, stockholders' equity and cash flows for the eight months then ended (such financial statements, including the notes thereto, hereinafter being referred to as the "Financial Statements"). The Financial Statements are attached hereto as Schedule 2.8. All of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements Ventures and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate GAAP and present fairly in all material respects the consolidated financial condition position of Ventures as of the dates thereof and the consolidated results of its operations of the Business for the periods covered thereby then ended, except for (i) pro forma adjustments as identified in Section 3.11(c)that the unaudited financial statements were prepared on an interim basis, (ii) are subject to normal year-end adjustments and accruals contained do not contain all the footnote disclosures required by GAAP consistently applied. None of the Wired Companies has any debts, obligations, guaranties of the obligations of others or liabilities of the type required to be disclosed in a balance sheet prepared in accordance with GAAP or the notes thereto, except for (a) debts, obligations, guaranties and liabilities reflected or reserved against in the Film Capture Operations Financial StatementsUnaudited Balance Sheet, (iiib) debts, obligations, guaranties and liabilities referred to in this Agreement or any of the absence Schedules hereto or in any of any footnotes that would be required to bring the Film Capture Operations Financial Statements documents or other materials identified in the Schedules hereto (excluding obligations or liabilities arising from the breach or violation of the documents or other materials identified in the Schedules, unless such obligations or liabilities are specifically identified in the Schedules), (c) debts, obligations, guaranties and liabilities incurred or entered into compliance with GAAP in the ordinary course of business after the Balance Sheet Date, and (ivd) debts, obligations and liabilities directly or indirectly relating to this Agreement and the fact that other agreements and instruments being executed and delivered in connection herewith and the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity transactions referred to herein and may not be indicative of what the Business results of operationstherein (including obligations to pay legal, financial position accounting and cash flows may be investment banker fees and other amounts in the futureconnection therewith).

Financial Statements. (a) Section 3.11(a) The consolidated balance sheet of the Seller Disclosure Schedule sets forth copies Company and its Consolidated Subsidiaries as of December 31, 1997, and the related consolidated statements of income, stockholders' equity and cash flow (including the notes thereto) for the fiscal year ended on such date, reported upon by Coopers & Lybr▇▇▇, ▇▇esent fairly in all material respects the consolidated financial position of the Audited Historical Carve-Out Financial Statements Company and its Consolidated Subsidiaries as of said date and the Unaudited Historical Carve-Out Financial Statementsconsolidated results of their operations for such fiscal year, in conformity with GAAP. (b) Section 3.11(b) The consolidated balance sheets of the Seller Disclosure Schedule sets forth copies Company and its Consolidated Subsidiaries as of an unaudited pro forma internal summary June 30, 1998, and the related consolidated statements of income and cash flows for the quarterly period ended on such date, present fairly in all material respects the consolidated financial position of the revenue, expenses Company and contribution to earnings its Consolidated Subsidiaries as of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements said date and the Unaudited Pro Forma Transaction Balance Sheetsconsolidated results of their operations for such quarterly period, the “Financial Statements”)in conformity with GAAP; provided, however, that such financial statements are subject to year-end adjustments and are presented without footnotes. (c) Section 3.11(c) The pro forma consolidated balance sheet of the Seller Disclosure Schedule sets forth copies Company and its Consolidated Subsidiaries as of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments Closing Date giving effect to the Audited Historical Carve-Out Financial Statements and Acquisition in accordance with the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) terms of the Transferred AssetsMerger Agreement and reflecting estimated purchase price accounting adjustments, Excluded Assets, Assumed Liabilities has heretofore been furnished to each Lender. Such pro forma balance sheet is based upon reasonable assumptions made known to the Lenders and Excluded Liabilities, as contemplated by this Agreementupon information not known to be incorrect or misleading in any material respect. (d) The Financial Statements were derived from financial statements delivered to the books Lenders pursuant to subsection 5.1(a)(i)(A) and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (B), (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby GAAP (except as may otherwise be indicated permitted hereunder) and (ii) present fairly (on the basis disclosed in the notes thereto). (efootnotes to such financial statements) The Financial Statements are materially accurate and present in all material respects the consolidated financial condition and condition, results of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in of the futureCompany and its Consolidated Subsidiaries as of such date and for such periods.

Financial Statements. Attached hereto as SCHEDULE 2.6 is (a) Section 3.11(a) NaviCyte's unaudited balance sheet as of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements June 30, 1998 and the Unaudited Historical Carve-Out Financial Statements. related statements of operations, changes in stockholders' equity and cash flows for the nine (9) month period ended June 30, 1998 and (b) Section 3.11(b) NaviCyte's unaudited balance sheet as of September 30, 1998 and the Seller Disclosure Schedule sets forth copies related statements of an unaudited pro forma internal summary of the revenueoperations, expenses changes in stockholders' equity and contribution to earnings of Film Capture cash flows for the fiscal years twelve (12) month period then ended. The unaudited balance sheet at June 30, respectively, 2010, 2011 1998 is hereinafter referred to as the "NAVICYTE BALANCE SHEET," and 2012 (all such financial statements are hereinafter referred to collectively as the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out "NAVICYTE FINANCIAL STATEMENTS." The NaviCyte Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a consistent basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared involved, are in accordance with GAAPNaviCyte's books and records, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and fairly present in all material respects the financial condition position of NaviCyte and the results of its operations as of the Business dates and for the periods covered thereby indicated thereon. At the date of the NaviCyte Balance Sheet (the "NAVICYTE BALANCE SHEET DATE") and as of the Closing Date, NaviCyte had and has no liabilities or obligations, secured or unsecured (whether accrued, abso- lute, contingent or otherwise - collectively, "LIABILITIES") not reflected on the NaviCyte Balance Sheet except for Liabilities (ix) pro forma adjustments as identified may have arisen in Section 3.11(cthe ordinary course of business prior to the date of the NaviCyte Balance Sheet and which, under generally accepted accounting principles ("GAAP"), would not have been required to be reflected on the NaviCyte Balance Sheet and (iiy) normal year-end adjustments and accruals contained incurred in the Film Capture Operations Financial Statementsordinary course of business since the date of the NaviCyte Balance Sheet which are usual and normal in amount, but in any event not greater than $50,000.00 in the aggregate (iiiinclusive of clauses (x) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futurey)).

Financial Statements. (a) Section 3.11(a) The unaudited Consolidated income statements, balance sheets and other financial statements of ISA and its Subsidiaries dated December 31, 2009 previously delivered to Agent and each of the Seller Disclosure Schedule sets forth copies Consolidated and, as applicable, consolidating financial statements of the Audited Historical Carve-Out Financial Statements ISA and the Unaudited Historical Carve-Out Financial Statements. (bits Subsidiaries delivered pursuant to Sections 6.1(a) Section 3.11(band 6.1(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal years ended, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheetsmost recently delivered of such financial statements, the “Current Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby GAAP (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations of the Business for the periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) subject to normal year-end adjustments and accruals lack of footnotes in the case of monthly or quarterly financials). The Consolidated balance sheets contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Current Financial Statements into compliance present fairly, in all material respects, the financial condition of ISA and its Subsidiaries on a Consolidated basis as of the dates thereof in accordance with GAAP (subject to normal year-end adjustments and (iv) lack of footnotes in the fact that case of monthly or quarterly financials). The statements of income contained in the Current Financial Statements may not reflect present fairly, in all material respects, the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position operations of ISA and cash flows may be its Subsidiaries on a Consolidated and consolidating basis for the fiscal periods then ended in accordance with GAAP (subject to normal year-end adjustments and lack of footnotes in the futurecase of monthly or quarterly financials). There are no liabilities, secured or unsecured (whether accrued, absolute or actual, contingent or otherwise), which were not reflected in the balance sheets of ISA and its Subsidiaries contained in the Current Financial Statements and which, in accordance with GAAP, in all material respects, should have been reflected in such balance sheets. (b) Borrowers’ Fiscal Year is from January 1st to December 31st.

Financial Statements. (a) Section 3.11(a) Except as set forth in Schedule 10.7, the consolidated audited financial statements of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements Limco and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture Limco Subsidiaries for the fiscal years endedyear ended October 31, respectively2004, 2010, 2011 and 2012 (consisting of the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements consolidated balance sheet as of such date and the Unaudited Pro Forma Transaction Balance Sheetsrelated statements of operations, changes in stockholders’ equity and cash flows for the year then ended (the “Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out , which Financial Statements and the Unaudited Historical Carve-Out opinion of Deloitte and Touche thereon dated February 8, 2005, have been furnished to Calavo, present fairly in all material respects, the financial position of Limco as of such date and the results of operations and cash flows for the year then ended, in accordance with GAAP, applied on a consistent basis throughout such period. Except as set forth in Schedule 10.7, the Financial Statements, and all accompanying exhibits and schedules were true complete and correct in all respects as of the dates thereof, were prepared in accordance with GAAP, applied on a consistent basis throughout such adjustments representing management’s good faith estimate period, except as otherwise stated therein, and presented fairly the financial position as at the date of, and the results of operations for the periods covered by, such statements of Limco and the Limco Subsidiaries. The unaudited consolidated and consolidating balance sheets and statements of income changes in stockholders equity and cash flow (determined using reasonable judgmentthe “Most Recent Financial Statements”) of Limco as of and for the Transferred Assetsmonths ending April 30, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. 2005 (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii“Most Recent Fiscal Month”) have not been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements are materially accurate and but nevertheless present fairly, in all material respects respects, the financial condition of Limco as of such date and results the result of operations of Limco for such periods and are consistent with the Business for books and records of Limco. Limco’s management has disclosed, based on its most recent evaluation to Limco’s auditors and the periods covered thereby except for audit committee of Limco’s Board of Directors, (i) pro forma adjustments as identified all significant deficiencies in Section 3.11(c)the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Limco’s ability to record, process, summarize and report financial information and (ii) normal year-end adjustments and accruals contained any fraud, whether or not material, that involved management or other employees who have a significant role in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, Limco’s internal control over financial position and cash flows may be in the futurereporting.

Financial Statements. (a) Section 3.11(a) The historical audited financial statements of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-Out Financial Statements Borrower on a consolidated basis for its most recently completed Fiscal Year, and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) related statements of income, changes in stockholder’s equity, and changes in cash flow for the Seller Disclosure Schedule sets forth copies annual fiscal period ended on such date, all accompanied by reports thereon containing opinions without qualification by the Accountants, and the historical unaudited financial statements of an unaudited pro forma internal summary Borrower on a consolidated basis for that portion of its current Fiscal Year ended with its most recently completed Fiscal Quarter and Fiscal Month for which financial statements have been reported and the revenuerelated statements of income, expenses changes in stockholder’s equity and contribution to earnings of Film Capture changes in cash flow for the fiscal years endedperiods ended on such date, respectively, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheetscollectively, the “Historical Financial Statements”). (c) Section 3.11(c) of the Seller Disclosure Schedule sets forth , copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets which have been prepared based on adjustments delivered to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial StatementsAgent, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated for changes in the notes thereto). (eapplication in which such Accountants have concurred) The Financial Statements are materially accurate and present fairly in all material respects the financial condition position of the Borrower on a consolidated basis at such dates and the results of its operations for such periods. Since the last day of the Business Borrower’s most recently completed Fiscal Year, there has been no change in the condition, financial or otherwise, of Loan Parties as shown on the balance sheet of Borrower on a consolidated basis of such date and no change in the aggregate value of machinery, equipment and Real Property owned by them, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has had a Material Adverse Effect. (b) The one year cash flow projections (presented on a monthly basis) of the Borrower on a consolidated basis and their projected balance sheets as of the Original Closing Date, furnished to Agent on the Original Closing Date (the “Projections”), were prepared by the chief financial officer of Borrower Representative, are based on underlying assumptions which provide a reasonable basis for the periods covered thereby except projections contained therein and reflect Loan Parties’ collective judgment based on present circumstances of the most likely set of conditions and course of action for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futureprojected period.

Financial Statements. (a) Section 3.11(a) Tower has made the Tower Regulatory Reports through September 30, 2008 available to Graystone. The Tower Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial position, results of operations, and changes in shareholders’ equity of Tower or Greencastle as the Seller Disclosure Schedule sets forth copies case may be, as of and for the Audited Historical Carve-Out Financial Statements and periods ended on the Unaudited Historical Carve-Out Financial Statementsdates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis. (b) Section 3.11(b) Tower has previously delivered to Graystone the Tower Financials as of the Seller Disclosure Schedule sets forth copies date hereof and will deliver all the Tower Financials after the date hereof. The Tower Financials have been, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods covered by such statements, except as noted therein, and fairly present, or will fairly present, the consolidated financial position, results of an unaudited pro forma internal summary operations and cash flows of the revenue, expenses Tower as of and contribution to earnings of Film Capture for the fiscal years endedperiods ending on the dates thereof, respectivelyin accordance with GAAP applied on a consistent basis, 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the Audited Historical Carve-Out Financial Statements, the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”)except as noted therein. (c) Section 3.11(cAt the date of each balance sheet included in the Tower Financials or Tower Regulatory Reports, neither Tower nor Greencastle (as the case may be) had, or will have, any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers type required to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared reflected in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated such Tower Financials or Tower Regulatory Reports or in the notes footnotes thereto which are not fully reflected or reserved against therein or disclosed in a footnote thereto). (e) The Financial Statements are materially accurate and present in all material respects the financial condition and results of operations of the Business for the periods covered thereby , except for (i) pro forma adjustments as identified liabilities, obligations or loss contingencies which are not material in Section 3.11(c)the aggregate to Tower and which are incurred in the ordinary course of business, (ii) consistent with past practice, and except for liabilities, obligations or loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal year-end recurring audit adjustments and accruals contained in the Film Capture Operations Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Financial Statements into compliance with GAAP and (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of what the Business results of operations, financial position and cash flows may be in the futurefootnotes.

Financial Statements. (a) The unaudited combined balance sheets and the corresponding unaudited combined statements of operations as at and for the fiscal years ended December 31, 2019 and December 31, 2020 of the Spinco Business, as set forth in Section 3.11(a6.5(a) of the Seller Spinco Disclosure Schedule sets forth copies of Letter (the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out “Spinco Financial Statements”), were prepared in good faith and derived from the financial data inputs into the audited financial statements of Remainco for the fiscal years ended December 31, 2019 and December 31, 2020, which were prepared in accordance with GAAP. (b) Section 3.11(b) The Spinco Financial Statements fairly present in all material respects the financial position of the Seller Disclosure Schedule sets forth copies Spinco Business and the results of an unaudited pro forma internal summary its operations, taken as a whole, as of the revenue, expenses respective dates thereof and contribution to earnings of Film Capture for the fiscal years endedrespective periods covered thereby in accordance with the Transaction Accounting Principles, respectivelysubject to the fact that (A) the Spinco Business was not operated on a stand-alone basis during such periods and, 2010therefore, 2011 reflect certain cost allocations (including allocations and 2012 (estimates made by the “Film Capture Operations management of Remainco in preparing such Spinco Financial Statements” and, together with ) that may not reflect what would have been incurred if the Audited Historical CarveSpinco Business had been operated on a stand-Out Financial Statements, alone basis during such periods and (B) such cost allocations shall not be indicative of any such costs to the Unaudited Historical Carve-Out Financial Statements and Spinco Entities that shall result following the Unaudited Pro Forma Transaction Balance Sheets, the “Financial Statements”)Closing. (c) When delivered pursuant to Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to 8.22, the Audited Historical Carve-Out Financial Statements, the Subsequent Unaudited Spinco Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Subsequent Audited Spinco Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements will (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable except as otherwise noted and applied consistently to the Business during the periods presented and (ii) reflected therein, have been prepared in accordance with GAAP, consistently applied throughout applied, as at the dates and for the periods covered thereby presented (except subject, with respect to the Subsequent Unaudited Spinco Financing Statements, to normal year-end adjustments, as may be indicated in at the notes theretodates and for the periods presented). , and (eii) The Financial Statements are materially accurate and fairly present in all material respects the financial condition position of the Spinco Business and the results of its operations as of the Business respective dates thereof and for the respective periods covered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), (ii) normal year-end adjustments and accruals contained in on the Film Capture Operations basis by which the Audited Financial Statements, (iii) the absence of any footnotes that would be required to bring the Film Capture Operations Subsequent Unaudited Spinco Financial Statements into compliance with GAAP and (iv) the Subsequent Audited Spinco Financial Statements, in each case, were prepared, except for the fact that the Financial Statements may Spinco Business was not reflect the actual expenses the Business would have incurred if it had been operated as on a stand-alone entity basis during such periods and, therefore, the Audited Financial Statements, the Subsequent Unaudited Spinco Financial Statements and the Subsequent Audited Spinco Financial Statements will reflect certain costs allocations made that may not reflect what would have been incurred if the Spinco Business had been operated on a stand-alone basis during such periods. The Audited Financial Statements shall conform in all material respects to the published rules and regulations of the SEC applicable to financial statements for each of the periods that will be indicative of what the Business results of operations, financial position and cash flows may required to be included in the futureRMT Partner Registration Statement, the Distribution Registration Statement and the Tender Offer Statement (if applicable). (d) Remainco maintains disclosure controls and procedures designed to ensure that information required to be disclosed by Remainco with respect to the Spinco Business in its filings with the SEC under the Exchange Act is recorded and reported on a timely basis to the individuals responsible for the preparation of Remainco’s filings with the SEC under the Exchange Act. (e) None of the Spinco Entities has incurred any Indebtedness, or issued or sold any debt securities or rights to acquire any debt security of any Spinco Entity, the terms of which, or the terms of any instrument under which such Indebtedness, debt securities or rights were issued, requires the public listing of such Indebtedness, debt securities or rights or the maintenance by such Spinco Entity of registration under the Exchange Act. No Spinco Entity is a party to, or has any commitment to become a party to, any off-balance sheet joint venture, off-balance sheet partnership or any other “off-balance sheet arrangements” (as defined in Item 303(b) of Regulation S-K promulgated by the SEC) that is material to the Spinco Entities, taken as a whole.