Common use of Financial Clause in Contracts

Financial. 10.4.1 The Accounting Principles are in accordance with applicable laws and regulations and generally accepted accounting principles, and have been consistently applied by the Acquired Companies during the current and the three preceding financial years except for the adoption of K3 which was adopted in the Accounts for financial years 2014 and 2013. 10.4.2 The Accounts have been prepared in accordance with the Accounting Principles and present a true and fair view (Sw. rättvisande bild) of the assets, liabilities, financial position and result of each Acquired Company, respectively, and Seller’s Group as a whole on the Accounts Date and of the profits or losses and cash flows for the periods concerned. 10.4.3 The Pro Forma Accounts are in all material aspects correct, have been prepared in accordance with the Accounting Principles in a way in all material respects consistent with the preparation of the Accounts, and do not materially misstate the assets, liabilities, financial position and result of each Acquired Company, respectively, and the Acquired Companies as a whole on the Pro Forma Accounts Date and of the profits or losses for the period concerned. 10.4.4 There are no inquiries or investigations pending or, to Seller’s Knowledge, threatened regarding any accounting practices of Seller which relate to the Acquired Companies. 10.4.5 No conditional shareholders’ contribution which has not been fully repaid or converted to an unconditional shareholders’ contribution has been given or received by any Acquired Company during the present or the 3 preceding financial years. 10.4.6 Except as disclosed in Schedule 10.4.6, all receivables reflected on the Pro Forma Accounts are current and, to Seller’s Knowledge, the debtors to whom the receivables relate are not in or subject to a bankruptcy or insolvency proceeding and none of the receivables have been made subject to an assignment for the benefit of creditors. No Acquired Company has factored any of its receivables. 10.4.7 Except as disclosed in Schedule 10.4.6 and except for any receivables which have been waived, cancelled, settled or set-off, in full or in part, by Buyers or any Acquired Company after Closing, all receivables will realize their full value net of any allowance, provision or reserve as included in the Pro Forma Accounts within 150 days after the Closing Date in the normal course of collection consistent with past practices. 10.4.8 None of the Acquired Companies has borrowed any money or incurred any other financial indebtedness with any credit institution except for the Existing Facilities, financial leases and the loan from Shanxi ▇▇▇▇▇ TISCO Roll Co. Ltd., Taiyuan. 10.4.9 During the period between the Pro Forma Accounts Date and the date of the Agreement: (a) no Material Adverse Effect has occurred; (b) the business of each Acquired Company has been carried on only in the ordinary course and in all material respects consistent with past practices; (c) no material Assets of the Acquired Companies have been disposed of or become the subject of any Encumbrance otherwise than in the ordinary course of business and in all material respects consistent with past practices; (d) there has not been any change of accounting methods, principles or practices; (e) except as disclosed in Schedule 10.4.9(e) none of the Acquired Companies has terminated or made any material changes or additions to any Material Contract; (f) none of the Acquired Companies has entered into any agreement, arrangement, transaction or settlement which is not made or undertaken in the ordinary course of business or not wholly on “arm’s length” terms and conditions (i.e. on such terms as they would have been made if the parties were independent parties); (g) none of the Acquired Companies has incurred any additional borrowings or incurred any other indebtedness otherwise than in the ordinary course of business and in all material respects consistent with past practices; (h) none of the Acquired Companies has entered into any guarantee, indemnity or other arrangement to secure any obligations of a third party, nor otherwise entered into any guarantee, indemnity or other arrangement that is not required by a relevant Contract governing any of the Acquired Companies’ current borrowings; (i) none of the Acquired Companies has made any material changes or additions to the terms and conditions of employment of any Key Employee including but not limited to any increase of the compensation (including bonuses) payable or to become payable to any officer/manager, employee, agent, independent contractor or consultant, other than increases made in the ordinary course of business consistent with past practices, or dismissed any Key Employee; and (j) except for the Transaction Bonuses, no management fee or other compensation (including bonuses) has been paid or is payable to Seller, Altor or any of their Affiliates or any employee or family associate of any of the foregoing (except for customary salary payments), nor has any other extraordinary payments been made or become payable. 10.4.10 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Clause 6.5, will be prepared in accordance with the Accounting Principles with a US GAAP bridge, consistently applied throughout the periods involved and in accordance with the methods, principles and classifications set forth in Schedule 6.6.2, and will present fairly in all material respects the combined financial condition, results of operations, and cash flows of the Acquired Companies (taken as a whole) as of the times and for the periods referred to therein. Such financial statements will be audited in accordance with U.S. Generally Accepted Auditing Standards. 10.4.11 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Section 6.6.1, will be prepared in all material respects in accordance with the books and records of each Acquired Company. 10.4.12 With effect from Closing, except as disclosed in Schedule 10.15.2 and except in relation to the Commitments and any Excluded Loss, the Acquired Companies will be fully and finally released from all guarantees, indemnities and other obligations given or incurred by them in favor of Seller or any of its Affiliates (other than the Acquired Companies).

Financial. 10.4.1 (a) The Accounting Principles are in accordance with applicable laws and regulations and generally accepted accounting principlesCompany has delivered to Buyer as attachments to Schedule 3.6 of the Company Disclosure Letter (i) an unaudited, and have been consistently applied by the Acquired Companies during the current and the three preceding financial years except estimated consolidated balance sheet for the adoption of K3 which was adopted in the Accounts for financial years 2014 and 2013. 10.4.2 The Accounts have been prepared in accordance with the Accounting Principles and present a true and fair view (Sw. rättvisande bild) Business dated as of the assetsClosing Date (the “Balance Sheet Date” and such unaudited, liabilitiesestimated consolidated balance sheet, financial position the “Company Balance Sheet”), (ii) an unaudited consolidated income statement and result statement of each Acquired Company, respectively, and Seller’s Group as a whole on the Accounts Date and of the profits or losses and cash flows for the periods concerned. 10.4.3 The Pro Forma Accounts are in all material aspects correct, have been prepared in accordance with the Accounting Principles in a way in all material respects consistent with the preparation of the Accounts, and do not materially misstate the assets, liabilities, financial position and result of each Acquired Company, respectively, and the Acquired Companies as a whole on the Pro Forma Accounts Date and of the profits or losses for the period concerned. 10.4.4 There are no inquiries or investigations pending or, to Seller’s Knowledge, threatened regarding any accounting practices of Seller which relate to the Acquired Companies. 10.4.5 No conditional shareholders’ contribution which has not been fully repaid or converted to an unconditional shareholders’ contribution has been given or received by any Acquired Company during the present or the 3 preceding financial years. 10.4.6 Except as disclosed in Schedule 10.4.6, all receivables reflected on the Pro Forma Accounts are current and, to Seller’s Knowledge, the debtors to whom the receivables relate are not in or subject to a bankruptcy or insolvency proceeding and none of the receivables have been made subject to an assignment for the benefit of creditors. No Acquired Company has factored any of its receivables. 10.4.7 Except as disclosed in Schedule 10.4.6 and except for any receivables which have been waived, cancelled, settled or set-off, in full or in part, by Buyers or any Acquired Company after Closing, all receivables will realize their full value net of any allowance, provision or reserve as included in the Pro Forma Accounts within 150 days after the Closing Date in the normal course of collection consistent with past practices. 10.4.8 None of the Acquired Companies has borrowed any money or incurred any other financial indebtedness with any credit institution except for the Existing Facilities, financial leases and the loan from Shanxi three months ended ▇▇▇▇▇ TISCO Roll Co. Ltd.▇▇, Taiyuan. 10.4.9 During the period between the Pro Forma Accounts Date and the date ▇▇▇▇, (▇▇▇) audited consolidated balance sheets of the Agreement: Company dated December 31, 2005, and (aiv) no Material Adverse Effect has occurred; audited consolidated income statements and statements of cash flows for the years ended December 31, 2005 (ball such financial statements of the Company and any notes thereto are hereinafter collectively referred to as the “Company Financial Statements”). The Company Financial Statements: (i) the business of each Acquired Company has been carried on only in the ordinary course are correct and complete in all material respects consistent with past practices; respects; (cii) no material Assets of the Acquired Companies have been disposed of or become the subject of any Encumbrance otherwise than in the ordinary course of business are derived from and in all material respects consistent with past practices; (d) there has not been any change of accounting methods, principles or practices; (e) except as disclosed in Schedule 10.4.9(e) none of the Acquired Companies has terminated or made any material changes or additions to any Material Contract; (f) none of the Acquired Companies has entered into any agreement, arrangement, transaction or settlement which is not made or undertaken in the ordinary course of business or not wholly on “arm’s length” terms and conditions (i.e. on such terms as they would have been made if the parties were independent parties); (g) none of the Acquired Companies has incurred any additional borrowings or incurred any other indebtedness otherwise than in the ordinary course of business and in all material respects consistent with past practices; (h) none of the Acquired Companies has entered into any guarantee, indemnity or other arrangement to secure any obligations of a third party, nor otherwise entered into any guarantee, indemnity or other arrangement that is not required by a relevant Contract governing any of the Acquired Companies’ current borrowings; (i) none of the Acquired Companies has made any material changes or additions to the terms and conditions of employment of any Key Employee including but not limited to any increase of the compensation (including bonuses) payable or to become payable to any officer/manager, employee, agent, independent contractor or consultant, other than increases made in the ordinary course of business consistent with past practices, or dismissed any Key Employee; and (j) except for the Transaction Bonuses, no management fee or other compensation (including bonuses) has been paid or is payable to Seller, Altor or any of their Affiliates or any employee or family associate of any of the foregoing (except for customary salary payments), nor has any other extraordinary payments been made or become payable. 10.4.10 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Clause 6.5, will be prepared in accordance with the Accounting Principles with a US GAAP bridge, consistently applied throughout the periods involved and in accordance with the methods, principles and classifications set forth in Schedule 6.6.2, and will present fairly in all material respects the combined financial condition, results of operations, and cash flows of the Acquired Companies (taken as a whole) as of the times and for the periods referred to therein. Such financial statements will be audited in accordance with U.S. Generally Accepted Auditing Standards. 10.4.11 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Section 6.6.1, will be prepared in all material respects are in accordance with the books and records of each Acquired the Company in all material respects; (iii) fairly and accurately represent in all material respects the financial condition of the Business or the Company, as the case may be, at the respective dates specified therein and the results of operations for the respective periods specified therein in conformity with GAAP; and (iv) have been prepared in accordance with GAAP (as applied by the Company consistent with past practices provided always that such application was not contrary to GAAP), except for any absence of notes thereto and normal year-end adjustments. There has been no material change in the Company’s accounting policies other than as specifically described in the notes to the Company Financial Statements. The Company has no Liabilities other than Liabilities set forth on the Closing Balance Sheet (provided that such Liability was required by GAAP to be set forth thereon). 10.4.12 With effect from Closing(b) The Company and each of its Subsidiaries is not directly or indirectly obliged in any way to guarantee, except as disclosed in Schedule 10.15.2 and except in relation assume or provide funds to satisfy an obligation of any Person. No letter of comfort has been given by the Commitments and any Excluded Loss, the Acquired Companies will be fully and finally released from all guarantees, indemnities and other obligations given or incurred by them in favor of Seller Company or any of its Affiliates (other than the Acquired Companies)Subsidiaries.

Financial. 10.4.1 (a) The Accounting Principles are in accordance with applicable laws and regulations and generally accepted accounting principles, and have been consistently applied by Company has delivered to Buyer as attachments to Schedule 3.6 of the Acquired Companies during the current and the three preceding financial years except Company Disclosure Letter (i) an unaudited consolidated balance sheet for the adoption Business dated June 30, 2007 (the “Balance Sheet Date” and such unaudited consolidated balance sheet, the “Company Balance Sheet”), (ii) an unaudited consolidated income statement and statement of K3 which was adopted in the Accounts for financial years 2014 and 2013. 10.4.2 The Accounts have been prepared in accordance with the Accounting Principles and present a true and fair view (Sw. rättvisande bild) of the assets, liabilities, financial position and result of each Acquired Company, respectively, and Seller’s Group as a whole on the Accounts Date and of the profits or losses and cash flows for the periods concerned. 10.4.3 seven months ended June 30, 2007, (iii) audited consolidated balance sheets of the Company dated December 31, 2005 and 2006, and (iv) audited consolidated income statements and statements of cash flows for the years ended December 31, 2005 and 2006 (all such financial statements of the Company and any notes thereto are hereinafter collectively referred to as the “Company Financial Statements”). The Pro Forma Accounts are Company Financial Statements for June 30, 2007 and year end audited statements: (i) correct and complete in all material aspects correctrespects, have been prepared in accordance with the Accounting Principles in a way in all material respects consistent with the preparation of the Accounts, (ii) are derived from and do not materially misstate the assets, liabilities, financial position and result of each Acquired Company, respectively, and the Acquired Companies as a whole on the Pro Forma Accounts Date and of the profits or losses for the period concerned. 10.4.4 There are no inquiries or investigations pending or, to Seller’s Knowledge, threatened regarding any accounting practices of Seller which relate to the Acquired Companies. 10.4.5 No conditional shareholders’ contribution which has not been fully repaid or converted to an unconditional shareholders’ contribution has been given or received by any Acquired Company during the present or the 3 preceding financial years. 10.4.6 Except as disclosed in Schedule 10.4.6, all receivables reflected on the Pro Forma Accounts are current and, to Seller’s Knowledge, the debtors to whom the receivables relate are not in or subject to a bankruptcy or insolvency proceeding and none of the receivables have been made subject to an assignment for the benefit of creditors. No Acquired Company has factored any of its receivables. 10.4.7 Except as disclosed in Schedule 10.4.6 and except for any receivables which have been waived, cancelled, settled or set-off, in full or in part, by Buyers or any Acquired Company after Closing, all receivables will realize their full value net of any allowance, provision or reserve as included in the Pro Forma Accounts within 150 days after the Closing Date in the normal course of collection consistent with past practices. 10.4.8 None of the Acquired Companies has borrowed any money or incurred any other financial indebtedness with any credit institution except for the Existing Facilities, financial leases and the loan from Shanxi ▇▇▇▇▇ TISCO Roll Co. Ltd., Taiyuan. 10.4.9 During the period between the Pro Forma Accounts Date and the date of the Agreement: (a) no Material Adverse Effect has occurred; (b) the business of each Acquired Company has been carried on only in the ordinary course and in all material respects consistent with past practices; (c) no material Assets of the Acquired Companies have been disposed of or become the subject of any Encumbrance otherwise than in the ordinary course of business and in all material respects consistent with past practices; (d) there has not been any change of accounting methods, principles or practices; (e) except as disclosed in Schedule 10.4.9(e) none of the Acquired Companies has terminated or made any material changes or additions to any Material Contract; (f) none of the Acquired Companies has entered into any agreement, arrangement, transaction or settlement which is not made or undertaken in the ordinary course of business or not wholly on “arm’s length” terms and conditions (i.e. on such terms as they would have been made if the parties were independent parties); (g) none of the Acquired Companies has incurred any additional borrowings or incurred any other indebtedness otherwise than in the ordinary course of business and in all material respects consistent with past practices; (h) none of the Acquired Companies has entered into any guarantee, indemnity or other arrangement to secure any obligations of a third party, nor otherwise entered into any guarantee, indemnity or other arrangement that is not required by a relevant Contract governing any of the Acquired Companies’ current borrowings; (i) none of the Acquired Companies has made any material changes or additions to the terms and conditions of employment of any Key Employee including but not limited to any increase of the compensation (including bonuses) payable or to become payable to any officer/manager, employee, agent, independent contractor or consultant, other than increases made in the ordinary course of business consistent with past practices, or dismissed any Key Employee; and (j) except for the Transaction Bonuses, no management fee or other compensation (including bonuses) has been paid or is payable to Seller, Altor or any of their Affiliates or any employee or family associate of any of the foregoing (except for customary salary payments), nor has any other extraordinary payments been made or become payable. 10.4.10 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Clause 6.5, will be prepared in accordance with the Accounting Principles with a US GAAP bridge, consistently applied throughout the periods involved and in accordance with the methods, principles and classifications set forth in Schedule 6.6.2, and will present fairly in all material respects the combined financial condition, results of operations, and cash flows of the Acquired Companies (taken as a whole) as of the times and for the periods referred to therein. Such financial statements will be audited in accordance with U.S. Generally Accepted Auditing Standards. 10.4.11 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Section 6.6.1, will be prepared in all material respects in accordance with the books and records of each Acquired the Company in all material respects; (iii) fairly and accurately represent in all material respects the financial condition of the Business or the Company, as the case may be, at the respective dates specified therein and the results of operations for the respective periods specified therein in conformity with GAAP applied on a consistent basis; and (iv) have been prepared in accordance with GAAP applied on a basis consistent with prior periods, except for any absence of notes thereto and normal year-end adjustments. There has been no material change in the Company’s accounting policies other than as specifically described in the notes to the Company Financial Statements. The Company has no Liabilities other than (a) Liabilities set forth on the Company Balance Sheet or elsewhere in the Company’s Financial Statements, and (b) Liabilities set forth on Schedule 3.6. 10.4.12 With effect from Closing, except as disclosed in Schedule 10.15.2 (b) The Maintenance Revenue projections for calendar year 2007 and except in relation 2008 provided to the Commitments Buyer by or on behalf of the Company or any Subsidiary, were prepared in good faith and were based upon reasonable assumptions. There was at the time of the Closing no matters or circumstances that were known by the Company, or any Excluded LossStockholder that would reasonably have had a material impact on the actual and projected financial results of the Company or any Subsidiary set forth therein. For the avoidance of doubt, financial results for calendar year 2007 have differed from those projections set forth on the Acquired Companies will be fully Company’s 2007 calendar year budget, a copy of which has been provided to Buyer. (c) The Company and finally released from all guaranteeseach of its Subsidiaries is not directly or indirectly obliged in any way to guarantee, indemnities and other obligations assume or provide funds to satisfy an obligation of any Person. No letter of comfort has been given or incurred by them in favor of Seller the Company or any of its Affiliates (other than the Acquired Companies)Subsidiaries.

Financial. 10.4.1 The Accounting Principles are (a) Seller's financial statements, books, accounts and records are, and have been, maintained in Seller's usual, regular and ordinary manner, in accordance with applicable laws and regulations and generally accepted accounting principlesGAAP consistently applied, and have all transactions to which Seller has been consistently applied by a party are properly reflected therein. (b) Complete and accurate copies of (i) the Acquired Companies during reviewed balance sheets, statements of income and retained earnings, statements of cash flows, and notes to financial statements, together with any supplementary information thereto, of Seller, all as of and for the current year ended December 31, 1996, (ii) the audited balance sheets, statements of income and retained earnings, statements of cash flows, and notes to financial statements, together with any supplementary information thereto, of Seller, all as of and for the year ended December 31,1997, and (iii) the unaudited balance sheet of Seller as of December 31, 1998, (the "Most Recent Balance Sheet") and the three preceding financial years except unaudited statement of income of Seller for the adoption twelve month period then ended (reflecting or attaching a list of K3 which was adopted audit adjustments)(collectively, the "Most Recent Financial Statements") are contained in Section 4.2(b) of the Accounts Disclosure Schedule (all of the foregoing financial statements described in (i),(ii) and (iii) above are hereinafter referred to as the "Financial Statements"). The Financial Statements present accurately and completely the financial position of Seller as of the respective dates thereof, and the results of operations and cash flows of Seller for financial years 2014 and 2013. 10.4.2 The Accounts have been prepared the respective periods covered by said statements, in accordance with GAAP, consistently applied. Except for accounts payable, Taxes payable and other liabilities incurred in the Accounting Principles ordinary course of business, Seller has no liabilities or obligations whatsoever, whether accrued, contingent or otherwise except as and present a true and fair view (Swto the extent reflected in the Most Recent Financial Statements. rättvisande bildSection 4.2(b) of the assetsDisclosure Schedule contains complete and correct copies of all attorney's responses to audit inquiry letters and all management letters from the accountants for the last five (5) fiscal years of Seller. Prior to the Closing Date, liabilitiesand as a condition to Purchaser's obligation to close, Seller shall deliver to Purchaser the audited balance sheets, statements of income and retained earnings, statements of cash flows, and notes to financial statements, together with any supplementary information thereto, of Seller, all as of and for the years ended December 31, 1997 and December 31,1998 and an unaudited balance sheet and statement of income for five month period ended May 31, 1999. Upon such delivery, such statements shall present accurately and completely the financial position and result of each Acquired Company, respectivelySeller as of the date thereof, and Seller’s Group as a whole on the Accounts Date and results of the profits or losses operations and cash flows of Seller for the periods concerned. 10.4.3 The Pro Forma Accounts are in all material aspects correctperiod, have been prepared covered by said statements, in accordance with the Accounting Principles in a way in all material respects consistent with the preparation of the AccountsGAAP, and do not materially misstate the assets, liabilities, financial position and result of each Acquired Company, respectivelyconsistently applied, and the Acquired Companies as a whole on representations and warranties of this Section 4.2(b) shall be deemed to apply to such statements. (c) Seller has good and marketable title to, and the Pro Forma Accounts Date corporate power to sell, the Purchased Assets, free and clear of any Liens. No unreleased mortgage, trust deed, chattel mortgage, security agreement, financing statement or other instrument encumbering any of the profits Purchased Assets has been recorded, filed, executed or losses for the period concerneddelivered. 10.4.4 There are (d) All Tax and information returns required to have been filed by Seller with any government authority have been duly and timely filed and each such return correctly reflects Seller's Tax liabilities and all other information required to be reported thereon as of the Closing. As of the Closing, Seller will have paid all Taxes payable by Seller and all penalties, assessments or deficiencies of every nature or description in respect of Seller, in each case, whether or not yet due, and there currently are, and as of the Closing there will be, no inquiries Liens for unpaid Taxes with respect to the Purchased Assets, the Business or investigations pending orthe Excluded Assets. (e) Section 4.2(e) of the Disclosure Schedule sets forth a complete and correct list and brief description of all Equipment used or usable in the Business or the Purchased Assets (including, without limitation, whether or not material, all vehicles, computer equipment, software and software licenses). Seller owns outright and has, and at Closing will convey to Purchaser, good title, free and clear of all Liens, to Seller’s Knowledge, threatened regarding any accounting practices of Seller which relate to all the Acquired Companies. 10.4.5 No conditional shareholders’ contribution which has not been fully repaid or converted to an unconditional shareholders’ contribution has been given or received by any Acquired Company during the present or the 3 preceding financial years. 10.4.6 Except as disclosed in Schedule 10.4.6, all receivables reflected on the Pro Forma Accounts are current and, to Seller’s Knowledge, the debtors to whom the receivables relate are not in or subject to a bankruptcy or insolvency proceeding and none Equipment. All of the receivables have been made subject to an assignment for the benefit of creditors. No Acquired Company has factored any of its receivables. 10.4.7 Except as disclosed in Schedule 10.4.6 and except for any receivables which have been waived, cancelled, settled or set-off, in full or in part, by Buyers or any Acquired Company after Closing, all receivables will realize their full value net of any allowance, provision or reserve as Equipment included in the Pro Forma Accounts within 150 days after Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and is sufficient and appropriate for current and contemplated uses. (f) All of the Closing Date Inventory is in the physical possession and control of Seller at its facilities or in transit from suppliers. The Inventory is recorded at its fair market value and is in usable and/or saleable condition and of a quality and quantity historically usable and/or saleable in the normal course of collection business and consistent with past practices. 10.4.8 practice. None of the Acquired Companies has borrowed any money Inventory is slow moving, obsolete, below standard quality or incurred any other financial indebtedness with any credit institution damaged, except for as reflected in the Existing Facilities, financial leases and the loan from Shanxi ▇▇▇▇▇ TISCO Roll Co. Ltd., Taiyuan. 10.4.9 During the period between the Pro Forma Accounts Date and Most Recent Financial Statements. Since the date of the Agreement: (a) Most Recent Financial Statements, no Material Adverse Effect has occurred; (b) the business of each Acquired Company Inventory has been carried on only in the ordinary course and in all material respects consistent with past practices; (c) no material Assets of the Acquired Companies have been disposed of or become the subject of any Encumbrance otherwise sold other than in the ordinary course of business business. Seller owns outright and in has, and at the Closing will convey to Purchaser good title to the Inventory, free and clear of all material respects consistent with past practices;liens. (dg) there Section 4.2(g) of the Disclosure Schedule sets forth every business relationship (other than normal employment relationships) between Seller, on the one hand, and any of Seller's officers, directors, employees or stockholders or members of their families (or any entity in which any of them has not been a material financial interest, directly or indirectly), on the other hand which is related to the Business. None of said parties (other than Seller) owns any change of accounting methodsassets which are used in the Business, principles or practices;is engaged in any business which competes with the Business. (eh) except as disclosed in Schedule 10.4.9(e) none of All Accounts Receivable, including, without limitation, those that will be reflected on the Acquired Companies has terminated or made any material changes or additions to any Material Contract; (f) none of the Acquired Companies has entered into any agreementClosing Date Balance Sheet, arrangement, transaction or settlement which is not made or undertaken are valid and have risen in the ordinary course of business or not wholly on “arm’s length” terms business, represent indebtedness incurred by the applicable account debtor in bona fide third party transactions and conditions (i.e. on such terms as they would have been made if are net of reserves. The reserves contained in the parties were independent parties); (gClosing Date Balance Sheet, shall be adequate. Seller owns the Accounts Receivable free and clear of all Liens. Section 4.2(i) none of the Acquired Companies has incurred any additional borrowings or incurred any other indebtedness otherwise than in the ordinary course Disclosure Schedule sets forth a summary of business and in all material respects consistent with past practices; (h) none Accounts Receivable of the Acquired Companies has entered into any guarantee, indemnity or other arrangement to secure any obligations of a third party, nor otherwise entered into any guarantee, indemnity or other arrangement that is not required by a relevant Contract governing any of the Acquired Companies’ current borrowings; (i) none of the Acquired Companies has made any material changes or additions to the terms and conditions of employment of any Key Employee including but not limited to any increase of the compensation (including bonuses) payable or to become payable to any officer/manager, employee, agent, independent contractor or consultant, other than increases made in the ordinary course of business consistent with past practices, or dismissed any Key Employee; and (j) except for the Transaction Bonuses, no management fee or other compensation (including bonuses) has been paid or is payable to Seller, Altor or any of their Affiliates or any employee or family associate of any of the foregoing (except for customary salary payments), nor has any other extraordinary payments been made or become payable. 10.4.10 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Clause 6.5, will be prepared in accordance with the Accounting Principles with a US GAAP bridge, consistently applied throughout the periods involved and in accordance with the methods, principles and classifications set forth in Schedule 6.6.2, and will present fairly in all material respects the combined financial condition, results of operations, and cash flows of the Acquired Companies (taken as a whole) Seller as of December 31, 1998 and February 28, 1999, the times carrying value thereof and for the periods referred to therein. Such financial statements will be audited in accordance with U.S. Generally Accepted Auditing Standards. 10.4.11 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Section 6.6.1, will be prepared in all material respects in accordance with the books and records respective age of each Acquired Companysuch Account Receivable. Seller has delivered a complete listing of Accounts Receivable at such dates to Purchaser. 10.4.12 With effect from Closing, except as disclosed in Schedule 10.15.2 and except in relation to the Commitments and any Excluded Loss, the Acquired Companies will be fully and finally released from all guarantees, indemnities and other obligations given or incurred by them in favor of Seller or any of its Affiliates (other than the Acquired Companies).

Financial. 10.4.1 The Accounting Principles are (a) Other than as set forth in Section 4.2(a) of the Disclosure Schedule, Salsa Digital's consolidated financial statements, books, accounts and records, as they relate to the Business, are, and have been, maintained in the Business' usual, regular and ordinary manner, in accordance with applicable laws and regulations and generally accepted accounting principlesGAAP consistently applied, and have been consistently applied by the Acquired Companies during the current and the three preceding financial years except for the adoption of K3 which was adopted in the Accounts for financial years 2014 and 2013. 10.4.2 The Accounts have been prepared in accordance with the Accounting Principles and present a true and fair view (Sw. rättvisande bild) of the assets, liabilities, financial position and result of each Acquired Company, respectively, and Seller’s Group as a whole on the Accounts Date and of the profits or losses and cash flows for the periods concerned. 10.4.3 The Pro Forma Accounts are in all material aspects correct, have been prepared in accordance with the Accounting Principles in a way in all material respects consistent with the preparation of the Accounts, and do not materially misstate the assets, liabilities, financial position and result of each Acquired Company, respectively, and the Acquired Companies as a whole on the Pro Forma Accounts Date and of the profits or losses for the period concerned. 10.4.4 There are no inquiries or investigations pending or, transactions necessary to Seller’s Knowledge, threatened regarding any accounting practices of Seller which relate to the Acquired Companies. 10.4.5 No conditional shareholders’ contribution which has not been fully repaid or converted to an unconditional shareholders’ contribution has been given or received by any Acquired Company during the present or the 3 preceding financial years. 10.4.6 Except as disclosed in Schedule 10.4.6, all receivables reflected on the Pro Forma Accounts are current and, to Seller’s Knowledge, the debtors to whom the receivables relate are not in or subject to a bankruptcy or insolvency proceeding and none of the receivables have been made subject to an assignment for the benefit of creditors. No Acquired Company has factored any of its receivables. 10.4.7 Except as disclosed in Schedule 10.4.6 and except for any receivables which have been waived, cancelled, settled or set-off, in full or in part, by Buyers or any Acquired Company after Closing, all receivables will realize their full value net of any allowance, provision or reserve as included in the Pro Forma Accounts within 150 days after the Closing Date in the normal course of collection consistent with past practices. 10.4.8 None of the Acquired Companies has borrowed any money or incurred any other financial indebtedness with any credit institution except for the Existing Facilities, financial leases and the loan from Shanxi ▇▇▇▇▇ TISCO Roll Co. Ltd., Taiyuan. 10.4.9 During the period between the Pro Forma Accounts Date and the date of the Agreement: (a) no Material Adverse Effect has occurred; (b) the business of each Acquired Company has been carried on only in the ordinary course and in all material respects consistent with past practices; (c) no material Assets of the Acquired Companies have been disposed of or become the subject of any Encumbrance otherwise than in the ordinary course of business and in all material respects consistent with past practices; (d) there has not been any change of accounting methods, principles or practices; (e) except as disclosed in Schedule 10.4.9(e) none of the Acquired Companies has terminated or made any material changes or additions to any Material Contract; (f) none of the Acquired Companies has entered into any agreement, arrangement, transaction or settlement which is not made or undertaken in the ordinary course of business or not wholly on “arm’s length” terms and conditions (i.e. on such terms as they would have been made if the parties were independent parties); (g) none of the Acquired Companies has incurred any additional borrowings or incurred any other indebtedness otherwise than in the ordinary course of business and in all material respects consistent with past practices; (h) none of the Acquired Companies has entered into any guarantee, indemnity or other arrangement to secure any obligations of a third party, nor otherwise entered into any guarantee, indemnity or other arrangement that is not required by a relevant Contract governing any of the Acquired Companies’ current borrowings; (i) none of the Acquired Companies has made any material changes or additions to the terms and conditions of employment of any Key Employee including but not limited to any increase of the compensation (including bonuses) payable or to become payable to any officer/manager, employee, agent, independent contractor or consultant, other than increases made in the ordinary course of business consistent with past practices, or dismissed any Key Employee; and (j) except for the Transaction Bonuses, no management fee or other compensation (including bonuses) has been paid or is payable to Seller, Altor or any of their Affiliates or any employee or family associate of any of the foregoing (except for customary salary payments), nor has any other extraordinary payments been made or become payable. 10.4.10 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Clause 6.5, will be prepared in accordance with the Accounting Principles with a US GAAP bridge, consistently applied throughout the periods involved and in accordance with the methods, principles and classifications set forth in Schedule 6.6.2, and will present fairly in all material respects the combined financial condition, position and results of operations, and cash flows operations of the Acquired Companies Business are reflected in the books, accounts and records of the Business. (taken as a wholeb) The consolidated balance sheets and income statements of Signtech USA, Ltd. ("Signtech") as of and for the times years ended December 31, 1997 (which have been audited), 1998 and 1999, and the consolidated balance sheet of Salsa Digital as of April 30, 2000, and the consolidated income statement of Salsa Digital for the period from March 1, 2000 through April 30, 2000, respectively, as set forth in Section 4.2(a) of the Disclosure Schedule, fairly present in all material respects the financial conditions and results of operations of such entities as of the dates and for the periods referred to therein. Such financial statements will be audited which they relate, in accordance with U.S. Generally Accepted Auditing Standards. 10.4.11 Each GAAP, consistently applied, except as may be expressly set forth in Section 4.2(a) of the Carve-Out Audited Financial StatementsDisclosure Schedule. Such balance sheets and income statements (i) do not contain any items of a special or nonrecurring nature, when delivered to Buyers pursuant to Section 6.6.1, will be except as expressly stated therein and (ii) have been prepared in all material respects in accordance with from the books and records of such entity and each Acquired Companyof the Selling Subsidiaries, as the case may be, which accurately and fairly reflect, in all material respects, all the transactions of, acquisitions and dispositions of assets by, and incurrence of liabilities by such entities. The procedures followed by such entities with respect to revenue recognition are in accordance with GAAP. The rate of returns with respect to the sales of any of such entities' products have not been over 5% of total sales in any of the last three fiscal years. 10.4.12 With effect from (c) Salsa Digital and each of the Selling Subsidiaries has good and marketable title to, and the power to sell, or a valid and subsisting leasehold interest in, the tangible Purchased Assets, free and clear of any Liens, except for Permitted Liens. The Purchased Assets constitute all assets that may be material to the Business. As of the Closing, except as disclosed in Schedule 10.15.2 and except in relation to for Permitted Liens, no unreleased mortgage, trust deed, chattel mortgage, security agreement, financing statement or other instrument encumbering any of the Commitments and any Excluded LossPurchased Assets will have been recorded, the Acquired Companies will be fully and finally released from all guaranteesfiled, indemnities and other obligations given executed or incurred delivered by them in favor of Seller Salsa Digital or any of its Affiliates the Selling Subsidiaries. (d) Except as set forth in Section 4.2(d) of the Disclosure Schedule: (i) all Tax Returns required to have been filed by Salsa Digital, the Selling Subsidiaries or any predecessor entity that conducted the Business with any government authority have been duly and timely filed and each such Tax Return is true, correct, and complete, and copies of Signtech's federal income tax partnership returns for 1997, 1998 and a copy of the extension to file such Tax Return for 1999 are attached hereto in Section 4.2(d) of the Disclosure Schedule; (ii) all Taxes shown to be payable on such Tax Returns or on subsequent assessments with respect thereto, and all payments of estimated Taxes required to be made by or on behalf of Salsa Digital, the Selling Subsidiaries or any predecessor entity that conducted the Business, under Section 6655 of the Code or comparable provisions of state, local or foreign law, have been paid in full on a timely basis, and no other Taxes are payable by Salsa Digital, the Selling Subsidiaries or any predecessor entity that conducted the Business with respect to items or periods covered by such Tax Returns (whether or not shown on or reportable on such Tax Returns); (iii) there are not any Liens for Taxes on any of the Purchased Assets, and all Taxes for which NUR or any of the Purchasing Subsidiaries could become liable with respect to the Purchased Assets or which could result in a Lien on or charge against the Purchased Assets have been paid; (iv) there are no pending or threatened audits, examinations, inquiries or proceedings with respect to Taxes of Salsa Digital, the Selling Subsidiaries or any predecessor entity that conducted the Business; (v) Salsa Digital, the Selling Subsidiaries and any predecessor entity that conducted the Business have withheld and paid over all Taxes required to have been withheld and paid over, and complied with all information reporting and backup withholding in connection with amounts paid or owing to any employee, creditor, independent contractor, or other third party; (vi) Salsa Digital, the Selling Subsidiaries or any predecessor entity that conducted the Business have not at any time been a member of an affiliated group of corporations filing consolidated, combined or unitary income or franchise tax returns for a period for which the statute of limitations for any Tax potentially applicable as a result of such membership has not expired; (vii) no liability for Taxes of Salsa Digital, the Selling Subsidiaries or any predecessor entity that conducted the Business have been incurred (or prior to Closing will be incurred) from the period covered by the latest filed Tax Return for such entities other than in the Acquired Companiesordinary course of business; (viii) no deficiencies exist or have been asserted (either in writing or orally, formally or informally) or are expected to be asserted with respect to Taxes of Salsa Digital, the Selling Subsidiaries or any predecessor entity that conducted the Business, and Salsa Digital, the Selling Subsidiaries or any predecessor entity that conducted the Business have not received notice (either in writing or orally, formally or informally) nor do they expect to receive notice that any such entity has not filed a Tax Return or paid Taxes required to be filed or paid; (ix) neither Salsa Digital, the Selling Subsidiaries or any predecessor entity that conducted the Business is a party to any action or proceeding for assessment or collection of Taxes, nor has such event been asserted or threatened (either in writing or orally, formally or informally) against Salsa Digital, the Selling Subsidiaries or any predecessor entity that conducted the Business or any of their respective assets; (x) no waiver or extension of any statute of limitations is in effect with respect to Taxes or Tax Returns of Salsa Digital, the Selling Subsidiaries or any predecessor entity that conducted the Business, and neither Salsa Digital, the Selling Subsidiaries or any predecessor entity that conducted the Business is the beneficiary of any extension of time in which to file any Tax Return; and (xi) neither Salsa Digital, the Selling Subsidiaries or any predecessor entity that conducted the Business has agreed to, nor is it required to make any adjustment under Code Section 481(a) by reason of, a change in accounting method, and Salsa Digital, the Selling Subsidiaries or any predecessor entity that conducted the Business will not otherwise have any income reportable for a period ending after the Closing Date attributable to a transaction or other event (e.g., an installment sale) occurring prior to the Closing Date with respect to which Salsa Digital, the Selling Subsidiaries or any predecessor entity that conducted the Business received the economic benefit prior to the Closing Date. (e) Section 4.2(e) of the Disclosure Schedule sets forth, as of the date therein set forth, a complete and correct list and brief description of all material Equipment used or held for use by Salsa Digital and each of the Selling Subsidiaries in the operations of the Business or otherwise included in the Purchased Assets (including, without limitation, all vehicles, computer equipment, software and software licenses).. Except for leased equipment so identified in Section

Financial. 10.4.1 (a) The Accounting Principles are in accordance with applicable laws and regulations and generally accepted accounting principles, and have been consistently applied by the Acquired Companies during the current Accounts and the three preceding financial years except for the adoption of K3 which was adopted in the Accounts for financial years 2014 and 2013. 10.4.2 The Locked Box Accounts have been prepared in accordance with the Accounting Principles and present Principles. (b) The Accounts give a true and fair view (Sw. rättvisande bild), as defined in the Swedish Annual Accounts Act (1995:1554) (Sw. årsredovisningslagen) of the assetsfinancial position, assets and liabilities, financial position the results of operations and, where applicable, the cash flows of the Group Companies as at and result of each Acquired Company, respectively, and Seller’s Group as a whole for the accounting period ending on the Accounts Date Date, and comprise all assets, liabilities and Encumbrances of the profits or losses Company to the extent required to be included pursuant to Applicable Law and cash flows for the periods concernedAccounting Principles. The Accounts are based on and are consistent with the books and records (accounting records) of each of the Group Companies. 10.4.3 (c) The Pro Forma Locked Box Accounts are in all material aspects correct, have been derived from the books and records of the Group Companies and have been prepared in accordance with the Accounting Principles in a way in all material respects consistent with the preparation of the Accounts, and do not materially misstate the assets, liabilities, financial position and result of each Acquired Company, respectively, and the Acquired Companies as a whole on the Pro Forma Accounts Date and of the profits or losses for the period concerned. 10.4.4 There are no inquiries or investigations pending or, to Seller’s Knowledge, threatened regarding any accounting practices of Seller which relate to the Acquired Companies. 10.4.5 No conditional shareholders’ contribution which has not been fully repaid or converted to an unconditional shareholders’ contribution has been given or received by any Acquired Company during the present or the 3 preceding financial years. 10.4.6 Except as disclosed in Schedule 10.4.6, all receivables reflected on the Pro Forma Accounts are current and, to Seller’s Knowledge, the debtors to whom the receivables relate are not in or subject to a bankruptcy or insolvency proceeding and none of the receivables have been made subject to an assignment for the benefit of creditors. No Acquired Company has factored any of its receivables. 10.4.7 Except as disclosed in Schedule 10.4.6 and except for any receivables which have been waived, cancelled, settled or set-off, in full or in part, by Buyers or any Acquired Company after Closing, all receivables will realize their full value net of any allowance, provision or reserve as included in the Pro Forma Accounts within 150 days after the Closing Date in the normal course of collection consistent with past practices. 10.4.8 None of the Acquired Companies has borrowed any money or incurred any other financial indebtedness with any credit institution except for the Existing Facilities, financial leases and the loan from Shanxi ▇▇▇▇▇ TISCO Roll Co. Ltd., Taiyuan. 10.4.9 During the period between the Pro Forma Accounts Date and the date of the Agreement: (a) no Material Adverse Effect has occurred; (b) the business of each Acquired Company has been carried on only in the ordinary course and in all material respects consistent with past practices; (c) no material Assets of the Acquired Companies have been disposed of or become the subject of any Encumbrance otherwise than in the ordinary course of business and in all material respects consistent with past practices; (d) there has not been any change of accounting methods, principles or practices; (e) except as disclosed in Schedule 10.4.9(e) none of the Acquired Companies has terminated or made any material changes or additions to any Material Contract; (f) none of the Acquired Companies has entered into any agreement, arrangement, transaction or settlement which is not made or undertaken in the ordinary course of business or not wholly on “arm’s length” terms and conditions (i.e. on such terms as they would have been made if the parties were independent parties); (g) none of the Acquired Companies has incurred any additional borrowings or incurred any other indebtedness otherwise than in the ordinary course of business and in all material respects consistent with past practices; (h) none of the Acquired Companies has entered into any guarantee, indemnity or other arrangement to secure any obligations of a third party, nor otherwise entered into any guarantee, indemnity or other arrangement that is not required by a relevant Contract governing any of the Acquired Companies’ current borrowings; (i) none of the Acquired Companies has made any material changes or additions to the terms and conditions of employment of any Key Employee including but not limited to any increase of the compensation (including bonuses) payable or to become payable to any officer/manager, employee, agent, independent contractor or consultant, other than increases made in the ordinary course of business consistent with past practices, or dismissed any Key Employee; and (j) except for the Transaction Bonuses, no management fee or other compensation (including bonuses) has been paid or is payable to Seller, Altor or any of their Affiliates or any employee or family associate of any of the foregoing (except for customary salary payments), nor has any other extraordinary payments been made or become payable. 10.4.10 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Clause 6.5, will be prepared in accordance with the Accounting Principles with a US GAAP bridge, consistently applied throughout the periods involved and in accordance with the methods, principles and classifications set forth in Schedule 6.6.2, and will present fairly in all material respects the combined financial condition, results of operations, and cash flows of the Acquired Companies (taken as a whole) as of the times and for the periods referred to therein. Such financial statements will be audited in accordance with U.S. Generally Accepted Auditing Standards. 10.4.11 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Section 6.6.1, will be prepared good faith in all material respects in accordance with the books Accounting Principles consistently applied with the Accounts and present in all material respects a true and fair view of the financial position, the results of operations and the assets and the liabilities and the cash flows of the Group on a consolidated basis as of and for the period ending on the Locked Box Date. (d) There has been no change in the Accounting Principles, policies and practices within the accounting records of each Acquired the Group Companies during the three (3) years’ period ended on the Accounts Date, except for (i) changes made as a result of the Company’s transition to IFRS, which the Company has applied from the financial year of 2021 whereby the preceding three (3) financial years were converted, and (ii) classifications that have been made for factoring costs, which have been re-classified from operating costs to financial costs from 1 January 2022. 10.4.12 With effect from Closing(e) The Group Companies lawfully own and have good and transferable title to all assets recorded in the Accounts and the Locked Box Accounts. Such assets comprise all the assets required to carry on the Business of the Group Companies in substantially the same manner as it was conducted during the prior 12 months, except and such assets are not subject to any Encumbrances other than as disclosed set out in Schedule 10.15.2 the Accounts. (f) All of the accounts receivable (including any factored accounts receivable) of the Group Companies have arisen in the ordinary course of Business and except in relation are, to the Commitments Sellers’ Knowledge current and collectible at the full amount (subject only to reserve for bad debts) stated in the Accounts without any Excluded Lossset-off or deduction. (g) All of the accounts payable of the Group Companies have arisen in the ordinary course of Business and since the Locked Box Date, the Acquired Group Companies will have paid all such accounts payable on the applicable due date in the ordinary course of Business. (h) No asset, asset impairment, liability, loss or risk relevant for preparing the Accounts or Locked Box Accounts which should have been included pursuant to Applicable Laws or the Accounting Principles, has been omitted from the books, records or book-keeping material of the Group Companies. (i) The Group Companies have no assets or liabilities of a type which would not be fully required to be shown or reflected in the Accounts or the Locked Box Accounts as required by Applicable Laws or the Accounting Principles. (j) The accounting records of the Group are up-to-date and finally released from contain, in all guaranteesmaterial respects, indemnities complete and other obligations given or incurred accurate details of the Business activities of the Group to the extent required by them Applicable Law to be included in favor of Seller or any of its Affiliates (other than the Acquired Companies)such records.

Financial. 10.4.1 The Accounting Principles are in accordance with applicable laws and regulations and generally accepted accounting principles, and have been consistently applied by (a) Copies of the Acquired Companies during the current audited consolidated balance sheets and the three related consolidated statements of operations, members’ equity and cash flows of the Company Group for the periods therein ended December 31, 2021 and December 31, 2020 are contained in Schedule 3.5(a). Such financial statements described in the preceding sentence are referred to herein as the “Financial Statements.” Copies of the unaudited consolidated balance sheet and the related consolidated statements of operations, members’ equity and cash flows of the Company Group for the twelve month period ended December 31, 2022 are also contained in Schedule 3.5(a). Such financial years statements described in the preceding sentence are referred to herein as the “Interim Financial Statements.” December 31, 2022 is referred to herein as the “Interim Financial Statement Date.” The Financial Statements and Interim Financial Statements were derived from the books and records of the Company Group and present fairly, in all material respects, the financial position of the applicable members of the Company Group as of the dates thereof and the results of operations, changes in owners’ equity and cash flows of the applicable members of the Company Group for the periods covered by said statements, in conformity with the Agreed Accounting Principles, except as disclosed therein and, in the case of the Interim Financial Statements, except for the adoption absence of K3 schedules and footnote disclosures and any year-end audit adjustments, which was adopted in the Accounts for financial years 2014 and 2013aggregate are not material. The Company Group has delivered to Purchaser all letters, if any, from the Company Group’s auditors to any member of the Company Group’s board of managers, directors or equivalent governing body or the audit committee thereof during the thirty-six (36) months preceding the execution of this Agreement, together with copies of all responses thereto. 10.4.2 The Accounts have been prepared in accordance with the Accounting Principles and present a true and fair view (Sw. rättvisande bildb) No member of the assets, liabilities, financial position Company Group has liabilities except for: (i) liabilities specifically reflected and result of each Acquired Company, respectively, and Seller’s Group as a whole on adequately reserved against in the Accounts Date and of the profits or losses and cash flows for the periods concerned. 10.4.3 The Pro Forma Accounts are in all material aspects correct, have been prepared in accordance with the Accounting Principles in a way in all material respects consistent with the preparation of the Accounts, and do not materially misstate the assets, liabilities, financial position and result of each Acquired Company, respectively, and the Acquired Companies as a whole on the Pro Forma Accounts Date and of the profits or losses for the period concerned. 10.4.4 There are no inquiries or investigations pending or, to Seller’s Knowledge, threatened regarding any accounting practices of Seller which relate to the Acquired Companies. 10.4.5 No conditional shareholders’ contribution which has not been fully repaid or converted to an unconditional shareholders’ contribution has been given or received by any Acquired Company during the present or the 3 preceding financial years. 10.4.6 Except as disclosed in Schedule 10.4.6, all receivables reflected on the Pro Forma Accounts are current and, to Seller’s Knowledge, the debtors to whom the receivables relate are not in or subject to a bankruptcy or insolvency proceeding and none of the receivables have been made subject to an assignment for the benefit of creditors. No Acquired Company has factored any of its receivables. 10.4.7 Except as disclosed in Schedule 10.4.6 and except for any receivables Interim Financial Statements; (ii) liabilities which have been waived, cancelled, settled or set-off, in full or in part, incurred by Buyers or any Acquired the Company after Closing, all receivables will realize their full value net of any allowance, provision or reserve as included in the Pro Forma Accounts within 150 days after the Closing Date in the normal course of collection consistent with past practices. 10.4.8 None of the Acquired Companies has borrowed any money or incurred any other financial indebtedness with any credit institution except for the Existing Facilities, financial leases and the loan from Shanxi ▇▇▇▇▇ TISCO Roll Co. Ltd., Taiyuan. 10.4.9 During the period between the Pro Forma Accounts Date and Group subsequent to the date of the Agreement: (a) no Material Adverse Effect has occurred; (b) the business of each Acquired Company has been carried on only in the ordinary course and in all material respects consistent with past practices; (c) no material Assets of the Acquired Companies have been disposed of or become the subject of any Encumbrance otherwise than Interim Financial Statements in the ordinary course of business and in all material respects consistent with past practices; which do not result from any breach of contract, breach of warranty, tort, claim or lawsuit arising as of or prior to Closing; (diii) there has not been liabilities under the executory portion of any change of accounting methods, principles or practices; (e) except as disclosed in Schedule 10.4.9(e) none of written Contract by which the Acquired Companies has terminated or made any material changes or additions to any Material Contract; (f) none of the Acquired Companies has Company Group is bound and which was entered into any agreement, arrangement, transaction or settlement which is not made or undertaken in the ordinary course of business or not wholly on “arm’s length” terms and conditions (i.e. on such terms as they would have been made if the parties were independent parties); (g) none of the Acquired Companies has incurred any additional borrowings or incurred any other indebtedness otherwise than in the ordinary course of business and in all material respects consistent with past practices; which do not result from any breach of contract, breach of warranty, tort, claim or lawsuit arising as of or prior to Closing; and (hiv) none liabilities under the executory portion of the Acquired Companies has Permits (as defined below) issued to, or entered into any guaranteeby, indemnity or other arrangement to secure any obligations of a third party, nor otherwise entered into any guarantee, indemnity or other arrangement that is not required by a relevant Contract governing any of the Acquired Companies’ current borrowings; (i) none of the Acquired Companies has made any material changes or additions to the terms and conditions of employment of any Key Employee including but not limited to any increase of the compensation (including bonuses) payable or to become payable to any officer/manager, employee, agent, independent contractor or consultant, other than increases made Company Group in the ordinary course of business consistent with past practicesand which do not result from any violation of Law, breach of contract, breach of warranty, tort, claim or dismissed any Key Employee; andlawsuit arising as of or prior to Closing. (jc) No member of the Company Group has any Indebtedness except as disclosed on Schedule 3.5(c). Except for the Transaction BonusesPromissory Note – Paycheck Protection Program (the “PPP Loan”) disclosed on Schedule 3.5(c), no management fee member of the Company Group has participated in any lending program implemented in response to the COVID-19 pandemic, including the U.S. Small Business Administration’s Paycheck Protection Program or the Federal Reserve’s Main Street Lending Program. No member of the Company Group has deferred any payroll or other compensation (including bonuses) has employment Taxes other than such deferrals that have been paid or is payable to Seller, Altor or any of their Affiliates or any employee or family associate of any repaid in full as of the foregoing date of this Agreement. Each member of the Company Group was, at the time the PPP Loan was applied for and at the time of repayment, eligible to participate in the U.S. Small Business Administration’s Paycheck Protection Program. The certifications made by the Company Group to the United States Small Business Administration relating to the application for the PPP Loan were true and correct and made in good faith. The Company Group was, at all times, in material compliance with the terms and conditions of the PPP Loan. The PPP Loan was fully repaid on April 30, 2020 and has no impact on the transactions contemplated by this Agreement. (except for customary salary payments)d) The books of account and other financial records of the members of the Company Group, nor has any other extraordinary payments all of which have been made or become payable. 10.4.10 Each of the Carve-Out Audited Financial Statementsavailable to Purchaser, when delivered to Buyers pursuant to Clause 6.5, will be prepared in accordance with the Accounting Principles with a US GAAP bridge, consistently applied throughout the periods involved are complete and in accordance with the methods, principles and classifications set forth in Schedule 6.6.2, and will present fairly correct in all material respects the combined financial conditionand represent actual, results of operations, and cash flows of the Acquired Companies (taken as a whole) as of the times and for the periods referred to therein. Such financial statements will be audited in accordance with U.S. Generally Accepted Auditing Standardsbona fide transactions. 10.4.11 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Section 6.6.1, will be prepared in all material respects in accordance with the books and records of each Acquired Company. 10.4.12 With effect from Closing, except as disclosed in Schedule 10.15.2 and except in relation to the Commitments and any Excluded Loss, the Acquired Companies will be fully and finally released from all guarantees, indemnities and other obligations given or incurred by them in favor of Seller or any of its Affiliates (other than the Acquired Companies).

Financial. 10.4.1 The Accounting Principles are in accordance with applicable laws (a) True, correct and regulations and generally accepted accounting principles, and complete copies of the following financial statements have been consistently applied by made available to the Acquired Companies during Buyer: (i) the current audited consolidated balance sheets of RPM and its Subsidiaries for the fiscal years ended December 31, 2022 and December 31, 2023 and the three preceding financial years except for the adoption related consolidated statements of K3 which was adopted income, changes in the Accounts for financial years 2014 and 2013. 10.4.2 The Accounts have been prepared in accordance with the Accounting Principles and present a true and fair view (Sw. rättvisande bild) of the assets, liabilities, financial position and result of each Acquired Company, respectively, and Seller’s Group as a whole on the Accounts Date and of the profits or losses members’ equity and cash flows of RPM and its Subsidiaries for the periods concerned.fiscal years ended December 31, 2022 and December 31, 2023 (collectively, the “Annual Financial Statements”); and 10.4.3 The Pro Forma Accounts are in all material aspects correct, have been prepared in accordance with (ii) the Accounting Principles in a way in all material respects consistent with the preparation unaudited consolidated balance sheet of the AccountsRPM and its Subsidiaries for the nine month period ended September 30, and do not materially misstate 2024 (the assets, liabilities, financial position and result of each Acquired Company, respectively“Latest Balance Sheet”), and the Acquired Companies as a whole on the Pro Forma Accounts Date related consolidated statements of income, changes in members’ equity and cash flows of the profits or losses RPM and its Subsidiaries for the nine month period concerned. 10.4.4 There are no inquiries or investigations pending orended September 30, to Seller’s Knowledge, threatened regarding any accounting practices of Seller which relate to 2024 (the Acquired Companies. 10.4.5 No conditional shareholders’ contribution which has not been fully repaid or converted to an unconditional shareholders’ contribution has been given or received by any Acquired Company during “Interim Financial Statements” and together with the present or the 3 preceding financial years. 10.4.6 Except as disclosed Annual Financial Statements listed in Schedule 10.4.6, all receivables reflected on the Pro Forma Accounts are current and, to Seller’s Knowledgeclause (i) above, the debtors to whom the receivables relate are not in or subject to a bankruptcy or insolvency proceeding and none of the receivables have been made subject to an assignment for the benefit of creditors. No Acquired Company has factored any of its receivables“Financial Statements”). 10.4.7 Except as disclosed in Schedule 10.4.6 and except for any receivables which have been waived, cancelled, settled or set-off, in full or in part, by Buyers or any Acquired Company after Closing, all receivables will realize their full value net of any allowance, provision or reserve as included in the Pro Forma Accounts within 150 days after the Closing Date in the normal course of collection consistent with past practices. 10.4.8 None of the Acquired Companies has borrowed any money or incurred any other financial indebtedness with any credit institution except for the Existing Facilities, financial leases and the loan from Shanxi ▇▇▇▇▇ TISCO Roll Co. Ltd., Taiyuan. 10.4.9 During the period between the Pro Forma Accounts Date and the date of the Agreement: (a) no Material Adverse Effect has occurred; (b) the business of each Acquired Company has been carried Except as identified on only in the ordinary course and in all material respects consistent with past practices; (cSection ‎3.5(b) no material Assets of the Acquired Companies have been disposed of or become the subject of any Encumbrance otherwise than in the ordinary course of business and in all material respects consistent with past practices; (d) there has not been any change of accounting methodsDisclosure Schedules, principles or practices; (e) except as disclosed in Schedule 10.4.9(e) none each of the Acquired Companies has terminated or made any material changes or additions to any Material Contract; Financial Statements (fincluding the notes thereto) none of the Acquired Companies has entered into any agreement, arrangement, transaction or settlement which is not made or undertaken in the ordinary course of business or not wholly on “arm’s length” terms and conditions (i.e. on such terms as they would have been made if the parties were independent parties); (g) none of the Acquired Companies has incurred any additional borrowings or incurred any other indebtedness otherwise than in the ordinary course of business and in all material respects consistent with past practices; (h) none of the Acquired Companies has entered into any guarantee, indemnity or other arrangement to secure any obligations of a third party, nor otherwise entered into any guarantee, indemnity or other arrangement that is not required by a relevant Contract governing any of the Acquired Companies’ current borrowings; (i) none of the Acquired Companies has made any material changes or additions to the terms and conditions of employment of any Key Employee including but not limited to any increase of the compensation (including bonuses) payable or to become payable to any officer/manager, employee, agent, independent contractor or consultant, other than increases made in the ordinary course of business consistent with past practices, or dismissed any Key Employee; and (j) except for the Transaction Bonuses, no management fee or other compensation (including bonuses) has have been paid or is payable to Seller, Altor or any of their Affiliates or any employee or family associate of any of the foregoing (except for customary salary payments), nor has any other extraordinary payments been made or become payable. 10.4.10 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Clause 6.5, will be prepared in accordance with the Accounting Principles with a US GAAP bridge, consistently applied throughout the periods involved and in accordance with the methods, principles and classifications set forth in Schedule 6.6.2, and will present fairly in all material respects the combined financial condition, results of operations, and cash flows of the Acquired Companies (taken as a whole) as of the times and for the periods referred to therein. Such financial statements will be audited in accordance with U.S. Generally Accepted Auditing Standards. 10.4.11 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Section 6.6.1, will be prepared in all material respects in accordance with the books and records of each Acquired CompanyRPM and its Subsidiaries (which are true and correct in all material respects), (ii) fairly presents in all material respects the financial condition, results of operations and retained earnings, and changes in cash flow and members’ equity which it purports to present as of the dates thereof and for the periods indicated thereon, and (iii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, subject with respect to clauses (ii) and (iii) and in the case of the Interim Financial Statements, to the lack of footnotes and other presentation items and normal recurring year-end adjustments. As of the date hereof, none of the Business Entities has any Funded Indebtedness of the types referred to in clauses (a), (b), (d) or (f) of the definition thereof, other than under the RPM Credit Documents. 10.4.12 With effect from Closing(c) To the Knowledge of the Company, except RPM and its Subsidiaries have maintained accurate books and records reflecting their assets and liabilities, and maintained systems of internal accounting controls sufficient to provide reasonable assurances that: (i) all material transactions are executed in accordance with management’s general or specific authorization; (ii) all material transactions are recorded as disclosed necessary to permit preparation of financial statements in Schedule 10.15.2 conformity with GAAP and except in relation to maintain accountability for assets, (iii) ensure the reliability of financial reporting and the preparation of the financial statements and (iv) implement disclosure controls and procedures to ensure that material information is made known to the Commitments management of RPM and its Subsidiaries. (d) Except as set forth in Section 3.5(d) of the Disclosure Schedules, there are no off-balance sheet arrangements of any Excluded Loss, type (including any off-balance sheet arrangement that would be required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K of the Acquired Companies will be fully and finally released from all guarantees, indemnities and other obligations given or incurred by them in favor of Seller SEC) pertaining to RPM or any of its Affiliates Subsidiaries. (e) There are no material deficiencies in the design or operation of RPM’s or any of its Subsidiaries’ internal accounting controls that are reasonably likely to adversely affect in any material respect the ability of RPM or any of its Subsidiaries to record, process, summarize and report financial data or material weaknesses in internal controls over financial reporting. Since the Reference Date, RPM and its Subsidiaries have not identified any fraud, whether or not material, with respect to RPM or any of its Subsidiaries that involved management or other than the Acquired Companies)employees of RPM or any of its Subsidiaries who have a significant role in RPM’s or any its Subsidiaries’ internal accounting controls.

Financial. 10.4.1 (i) The Accounting Principles are Acquired Companies’ books, accounts and records are, and have been, maintained in the Acquired Companies’ usual, regular and ordinary manner, in accordance with applicable laws and regulations and generally accepted accounting principlesGAAP, and all material transactions to which any Acquired Company has been a party are properly reflected therein, and the Financial Statements (as defined below) have been consistently applied by the properly extracted from such books and records. The Acquired Companies during have designed, implemented, and maintained sufficient internal controls over accounting and financial reporting such that the current and the three preceding financial years except for the adoption of K3 which was adopted in the Accounts for financial years 2014 and 2013. 10.4.2 The Accounts Financial Statements (as defined below) have been prepared in accordance with the Accounting Principles and present a true fairly presented free from material misstatement. (ii) Schedule 2.2(e)(ii) contains complete and fair view (Sw. rättvisande bild) accurate copies of the assetsunaudited balance sheets, liabilitiesstatements of operations and other comprehensive income, financial position statements of stockholders’ equity and result statements of each Acquired Company, respectively, cash flows and Seller’s Group as a whole on the Accounts Date accompanying notes and supplemental information of the profits or losses Acquired Companies, all as of and for the years ending December 31, 2020 and December 31, 2019 (collectively, the “Annual Financial Statements”). Schedule 2.2(e)(ii) also contains complete and accurate copies of the unaudited balance sheet, statement of income and statement of cash flows for the periods concerned. 10.4.3 The Pro Forma Accounts are in all material aspects correct, have been prepared in accordance with the Accounting Principles in a way in all material respects consistent with the preparation of the Accounts, and do not materially misstate the assets, liabilities, financial position and result of each Acquired Company, respectively, and the Acquired Companies as a whole on the Pro Forma Accounts Date of and of the profits or losses for the six (6) month period concerned. 10.4.4 There are no inquiries or investigations pending orending June 30, to Seller’s Knowledge, threatened regarding any accounting practices of Seller which relate to the Acquired Companies. 10.4.5 No conditional shareholders’ contribution which has not been fully repaid or converted to an unconditional shareholders’ contribution has been given or received by any Acquired Company during the present or the 3 preceding financial years. 10.4.6 Except as disclosed in Schedule 10.4.6, all receivables reflected on the Pro Forma Accounts are current and, to Seller’s Knowledge2021 (collectively, the debtors to whom “Interim Financial Statements” and collectively with the receivables relate are not in or subject to a bankruptcy or insolvency proceeding and none of the receivables have been made subject to an assignment for the benefit of creditors. No Acquired Company has factored any of its receivables. 10.4.7 Except as disclosed in Schedule 10.4.6 and except for any receivables which have been waived, cancelled, settled or set-off, in full or in part, by Buyers or any Acquired Company after Closing, all receivables will realize their full value net of any allowance, provision or reserve as included in the Pro Forma Accounts within 150 days after the Closing Date in the normal course of collection consistent with past practices. 10.4.8 None of the Acquired Companies has borrowed any money or incurred any other financial indebtedness with any credit institution except for the Existing Facilities, financial leases and the loan from Shanxi ▇▇▇▇▇ TISCO Roll Co. Ltd., Taiyuan. 10.4.9 During the period between the Pro Forma Accounts Date and the date of the Agreement: (a) no Material Adverse Effect has occurred; (b) the business of each Acquired Company has been carried on only in the ordinary course and in all material respects consistent with past practices; (c) no material Assets of the Acquired Companies have been disposed of or become the subject of any Encumbrance otherwise than in the ordinary course of business and in all material respects consistent with past practices; (d) there has not been any change of accounting methods, principles or practices; (e) except as disclosed in Schedule 10.4.9(e) none of the Acquired Companies has terminated or made any material changes or additions to any Material Contract; (f) none of the Acquired Companies has entered into any agreement, arrangement, transaction or settlement which is not made or undertaken in the ordinary course of business or not wholly on “arm’s length” terms and conditions (i.e. on such terms as they would have been made if the parties were independent parties); (g) none of the Acquired Companies has incurred any additional borrowings or incurred any other indebtedness otherwise than in the ordinary course of business and in all material respects consistent with past practices; (h) none of the Acquired Companies has entered into any guarantee, indemnity or other arrangement to secure any obligations of a third party, nor otherwise entered into any guarantee, indemnity or other arrangement that is not required by a relevant Contract governing any of the Acquired Companies’ current borrowings; (i) none of the Acquired Companies has made any material changes or additions to the terms and conditions of employment of any Key Employee including but not limited to any increase of the compensation (including bonuses) payable or to become payable to any officer/manager, employee, agent, independent contractor or consultant, other than increases made in the ordinary course of business consistent with past practices, or dismissed any Key Employee; and (j) except for the Transaction Bonuses, no management fee or other compensation (including bonuses) has been paid or is payable to Seller, Altor or any of their Affiliates or any employee or family associate of any of the foregoing (except for customary salary payments), nor has any other extraordinary payments been made or become payable. 10.4.10 Each of the Carve-Out Audited Annual Financial Statements, when delivered to Buyers pursuant to Clause 6.5, will be prepared in accordance with the Accounting Principles with a US GAAP bridge, consistently applied throughout the periods involved and in accordance with the methods, principles and classifications set forth in Schedule 6.6.2, and will “Financial Statements”). The Financial Statements present fairly in all material respects the combined financial conditionposition of the Acquired Companies as of the respective dates thereof, and the results of operations, operations and cash flows of the Acquired Companies (taken as a whole) as of the times and for the respective periods referred to therein. Such financial statements will be audited covered thereby, in accordance with U.S. Generally Accepted Auditing StandardsGAAP, consistently interpreted and applied by the Acquired Companies, except, (x) for the omission of footnote disclosures required by GAAP, and (y) subject to customary year-end adjustments, none of which adjustments in the current year would, individually or in the aggregate, be material. 10.4.11 Each of (iii) No Acquired Company has any Liabilities except for: (A) Liabilities specifically reflected and adequately reserved against on the Carve-Out Audited December 31, 2020 balance sheet included in the Financial Statements; (B) Liabilities which have been incurred by the Acquired Companies subsequent to December 31, when delivered to Buyers pursuant to Section 6.6.12020 in the Ordinary Course of Business; (C) Liabilities under the executory portion of any written Contract by which the Acquired Companies are bound and which was entered into in the Ordinary Course of Business; and (D) Liabilities under the executory portion of Permits issued to, will be prepared in all material respects in accordance with the books and records of each Acquired Company. 10.4.12 With effect from Closing, except as disclosed in Schedule 10.15.2 and except in relation to the Commitments and any Excluded Lossor entered into by, the Acquired Companies will be fully in the Ordinary Course of Business and, in each case, which do not result from any breach of contract, breach of warranty, tort, claim or lawsuit arising as of or prior to Closing. (iv) Except as disclosed on Schedule 2.2(e)(iv), no Acquired Company has any Indebtedness and finally released no Acquired Company (or Seller on behalf of any Acquired Company) has made any applications that would result in the creation of any Indebtedness or made any requests for assistance or loans from all guaranteesany Governmental Authority, indemnities and other obligations given or incurred by them in favor of Seller or any of its Affiliates (other than including under the Acquired Companies)Paycheck Protection Program.

Financial. 10.4.1 The Accounting Principles 4.5.1 Attached to Schedule 4.5.1 are in accordance with applicable laws true, correct and regulations complete copies of: (a) the Company’s internally-prepared, unaudited financial statements as of and generally accepted accounting principles, and have been consistently applied by the Acquired Companies during the current and the three preceding financial years except for the adoption fiscal years ended December 31, 2022 and December 31, 2023 (collectively, the “Annual Financial Statements”); and (b) the Company’s internally-prepared, unaudited financial statements as of K3 which was adopted in and for the Accounts for financial years 2014 ten month period ended October 31, 2024 (the “Internal Financial Statements,” and 2013. 10.4.2 together with the Annual Financial Statements, collectively, the “Financial Statements”). The Accounts Financial Statements (i) have been prepared in accordance with the Accounting Principles and present a true and fair view (Sw. rättvisande bild) GAAP, without modification of the assetsaccounting principles used in the preparation thereof throughout the periods presented, liabilitiesexcept, financial position and result with respect to the Internal Financial Statements, for the absence of each Acquired Company, respectivelynormal disclosures made in footnotes, and Seller’s Group as a whole on the Accounts Date and of the profits or losses and cash flows for the periods concerned. 10.4.3 The Pro Forma Accounts are in all material aspects correct, have been prepared in accordance with the Accounting Principles in a way (ii) present fairly in all material respects consistent with the preparation financial position of the Accounts, and do not materially misstate Company as of the assets, liabilities, financial position and result of each Acquired Company, respectively, dates indicated and the Acquired Companies as a whole on results of operations for the Pro Forma Accounts Date periods then ended, including all revenue and expenses of the profits or losses for the period concerned. 10.4.4 There Company. The Financial Statements are no inquiries or investigations pending or, to Seller’s Knowledge, threatened regarding any accounting practices of Seller which relate to the Acquired Companies. 10.4.5 No conditional shareholders’ contribution which has not been fully repaid or converted to an unconditional shareholders’ contribution has been given or received by any Acquired Company during the present or the 3 preceding financial years. 10.4.6 Except as disclosed in Schedule 10.4.6, all receivables reflected on the Pro Forma Accounts are current and, to Seller’s Knowledge, the debtors to whom the receivables relate are not in or subject to a bankruptcy or insolvency proceeding and none of the receivables have been made subject to an assignment for the benefit of creditors. No Acquired Company has factored any of its receivables. 10.4.7 Except as disclosed in Schedule 10.4.6 and except for any receivables which have been waived, cancelled, settled or set-off, in full or in part, by Buyers or any Acquired Company after Closing, all receivables will realize their full value net of any allowance, provision or reserve as included in the Pro Forma Accounts within 150 days after the Closing Date in the normal course of collection consistent with past practices. 10.4.8 None of the Acquired Companies has borrowed any money or incurred any other financial indebtedness with any credit institution except for the Existing Facilities, financial leases and the loan from Shanxi ▇▇▇▇▇ TISCO Roll Co. Ltd., Taiyuan. 10.4.9 During the period between the Pro Forma Accounts Date and the date of the Agreement: (a) no Material Adverse Effect has occurred; (b) the business of each Acquired Company has been carried on only in the ordinary course and in all material respects consistent with past practices; (c) no material Assets the books and records of the Acquired Companies have been disposed Company. The Company’ internally-prepared, unaudited balance sheet as of or become the subject of any Encumbrance otherwise than October 31, 2024 and included in the ordinary course of business and in all material respects consistent with past practices;Internal Financial Statements is herein referred to as the “Acquisition Balance Sheet.” 4.5.2 The Company does not have any liabilities (d) there has not been any change of accounting methods, principles or practices; (e) except as disclosed in Schedule 10.4.9(e) none of the Acquired Companies has terminated or made any material changes or additions to any Material Contract; (f) none of the Acquired Companies has entered into any agreement, arrangement, transaction or settlement which is not made or undertaken in the ordinary course of business whether or not wholly on “arm’s length” terms and conditions (i.e. on such terms as they would have been made if the parties were independent parties); (g) none of the Acquired Companies has incurred any additional borrowings accrued, absolute, contingent, unliquidated or incurred any other indebtedness otherwise than in the ordinary course of business and in all material respects consistent with past practices; (h) none of the Acquired Companies has entered into any guaranteeotherwise, indemnity or other arrangement to secure any obligations of a third party, nor otherwise entered into any guarantee, indemnity or other arrangement that is not required by a relevant Contract governing any of the Acquired Companies’ current borrowings; (i) none of the Acquired Companies has made any material changes or additions to the terms and conditions of employment of any Key Employee including but not limited to any increase of the compensation (including bonuses) payable whether due or to become payable to any officer/manager, employee, agent, independent contractor or consultantdue and regardless of when asserted), other than increases made those: (a) specifically reflected on and fully reserved against on the face of the Acquisition Balance Sheet; (b) incurred in the ordinary course of business consistent with past practices, or dismissed any Key Employee; and (j) except for practice since the Transaction Bonuses, no management fee or other compensation (including bonuses) has been paid or is payable to Seller, Altor or any of their Affiliates or any employee or family associate of any date of the foregoing (except for customary salary payments)Acquisition Balance Sheet, nor has any other extraordinary payments which have been made or become payable. 10.4.10 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Clause 6.5, will be prepared in accordance with the Accounting Principles with a US GAAP bridge, consistently applied throughout the periods involved and in accordance with the methods, principles and classifications set forth in Schedule 6.6.2, and will present fairly in all material respects the combined financial condition, results of operations, and cash flows of the Acquired Companies (taken as a whole) as of the times and for the periods referred to therein. Such financial statements will be audited in accordance with U.S. Generally Accepted Auditing Standards. 10.4.11 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Section 6.6.1, will be prepared in all material respects in accordance with recorded on the books and records of each Acquired the Company in a manner consistent with the historical accounting practices of the Company; (c) pursuant to the Company Plans, Leases or Contracts and not resulting from a breach pursuant to, or violation of Law related to, any such items by the Company before the Closing; or (d) set forth on Schedule 4.5.2. 4.5.3 The books and records of the Company: (a) reflect all items of income and expense and all assets and liabilities required to be reflected in the Financial Statements in accordance with GAAP, with the exception of leases under the provisions of Accounting Standards Codifiction 842; and (b) are complete and correct in all material respects. There are no significant deficiencies or material weaknesses in the design or operation of the internal controls of the Company that would adversely affect the ability of the Company to record, process, summarize and report financial information. There has been no, and there does not currently exist, any fraud or allegation of financial improprieties that involves the management of the Company. 10.4.12 With effect from Closing, except as disclosed in Schedule 10.15.2 and except in relation to the Commitments and any Excluded Loss, the Acquired Companies will be fully and finally released from all guarantees, indemnities and other obligations given or incurred by them in favor of Seller or any of its Affiliates (other than the Acquired Companies).

Financial. 10.4.1 (a) The Accounting Principles Company has neither an equity interest in, nor the right or option to acquire an equity interest, any other entity, and the Company is not a participant, as a partner or otherwise, in any joint venture. (b) The Company has delivered to the Purchaser the following financial statements translated into English, attached hereto as Schedule 5.6 (b); (i) balance sheets for the Company for the fiscal years 1997 and 1998 together with the accountants' report and notes; (ii) profit and loss statements of the Company for the fiscal years 1997 and 1998; (iii) balance sheet for the Company as of December 31, 1999; and (iv) profit and loss statements of the Company as of December 31, 1999, collectively referred to as the "Financial Statements". (c) The forgoing Financial Statements: (i) are complete and correct in all material respects and give a true and fair view of the financial position and results of the operations of the Company as of said dates and for said periods and have been prepared from and in accordance with applicable laws the books and regulations and generally accepted accounting principles, and have been consistently applied by records of the Acquired Companies during the current and the three preceding financial years except for the adoption of K3 which was adopted in the Accounts for financial years 2014 and 2013.Company; 10.4.2 The Accounts (ii) have been prepared in accordance with the Accounting Principles specific principles and present rules contained in Schedule 5.6 (c) (ii) and are in conformity with Dutch law and GAAP, applied on a true basis consistent with that of preceding periods; and (iii) contain and fair view reflect such reserves as were necessary and required by the laws, principles and rules referred to under (Sw. rättvisande bildii) above to be reflected in such statements as of said dates for all liabilities, actual, contingent or accrued, and for all reasonably anticipated losses and costs (in excess of expected receipts) and for all warranty claims, discounts or refunds with respect to services and/or products already rendered or sold, such reserves being based upon events or circumstances in existence or likely to occur in the future with respect to any contracts or commitments of the Company. (d) The Company has not received nor will receive any conditional or unconditional shareholders' contributions. (e) The Company has not pledged any assets, liabilities, financial position has no commitments or contingent liabilities and result of each Acquired Company, respectively, the Company has full and Seller’s Group as a whole on exclusive title to all assets in the Accounts Date and balance sheets of the profits Financial Statements and the assets of the Company are not the subject of any encumbrances or losses and cash flows for the periods concernedrestrictions of whatever nature. 10.4.3 (f) The Pro Forma Accounts are in all material aspects correct, have been prepared in accordance with the Accounting Principles in a way in all material respects consistent with the preparation activities of the Accounts, and do not materially misstate the assets, liabilities, financial position and result of each Acquired Company, respectively, and the Acquired Companies as a whole on the Pro Forma Accounts Date and of the profits or losses for the period concerned. 10.4.4 There are no inquiries or investigations pending or, to Seller’s Knowledge, threatened regarding any accounting practices of Seller which relate to the Acquired Companies. 10.4.5 No conditional shareholders’ contribution which has not been fully repaid or converted to an unconditional shareholders’ contribution has been given or received by any Acquired Company during the present or period from December 31, 1999 to the 3 preceding financial years. 10.4.6 Except as disclosed in Schedule 10.4.6, all receivables reflected on the Pro Forma Accounts are current and, to Seller’s Knowledge, the debtors to whom the receivables relate are not in or subject to a bankruptcy or insolvency proceeding and none of the receivables date hereof have been made subject to an assignment for the benefit of creditors. No Acquired Company has factored any of its receivables. 10.4.7 Except as disclosed in Schedule 10.4.6 and except for any receivables which have been waived, cancelled, settled or set-off, in full or in part, by Buyers or any Acquired Company after Closing, all receivables will realize their full value net of any allowance, provision or reserve as included in the Pro Forma Accounts within 150 days after the Closing Date in the normal course of collection consistent with past practices. 10.4.8 None of the Acquired Companies has borrowed any money or incurred any other financial indebtedness with any credit institution except for the Existing Facilities, financial leases and the loan from Shanxi ▇▇▇▇▇ TISCO Roll Co. Ltd., Taiyuan. 10.4.9 During the period between the Pro Forma Accounts Date and the date of the Agreement: (a) no Material Adverse Effect has occurred; (b) the business of each Acquired Company has been carried on only conducted in the ordinary course of business with a view to maintaining its business as a going concern and in all material respects consistent there has not occurred or arisen since December 31, 1999 with past practices;respect to the Company: (ci) no any material Assets adverse change in its financial conditions or in the operations of the Acquired Companies have been disposed of its business; or (ii) any obligations, commitments or become the subject of any Encumbrance otherwise than liabilities, liquidated or unliquidated, contingent or otherwise, except obligations, commitments and liabilities arising in the ordinary course of business and which are not material in all material respects consistent with past practices;relation to its business; or (diii) there has not been any change of accounting methodsamendment or termination, principles or practices; (e) except as disclosed in Schedule 10.4.9(e) none of the Acquired Companies has terminated any agreement to amend or made any material changes or additions to terminate any Material Contract; (f) none of the Acquired Companies has entered into any agreementAgreement, arrangement, transaction or settlement which is not made or undertaken save in the ordinary course of business or not wholly on “arm’s length” terms and conditions (i.e. on such terms as they would have been made if the parties were independent parties);business; or (giv) none any extraordinary event or any extraordinary loss suffered or any waiver of the Acquired Companies has incurred any additional borrowings debts, claims, rights under any Material Agreement, or incurred other rights representing a value in excess of USD 10,000; or (v) any damages, destruction, or loss or any other indebtedness otherwise than event or condition, whether covered by insurance or not, materially and adversely affecting its properties and business representing loss to property in the ordinary course aggregate in excess of business and in all material respects consistent with past practices;USD 10,000; or (hvi) none of the Acquired Companies has entered into any guaranteesale, indemnity assignment, transfer, pledge, lease or other arrangement to secure disposal of any obligations individual asset with a value in excess of a third party, nor otherwise entered into any guarantee, indemnity or other arrangement that is not required by a relevant Contract governing any of the Acquired Companies’ current borrowings;USD 10,000; or (ivii) none of the Acquired Companies has made any material changes or additions to the terms and conditions of employment of any Key Employee including but not limited to any increase in the rates of the compensation (including bonuses) payable or to become payable to any officer/manager, employee, agent, independent contractor or consultant, consultant other than increases made as set out in Schedule 5.6 (f) (vii); or (viii) any change of accounting methods, principles or practices; or (ix) any investment in fixed assets that exceed individually USD 10,000 or in the aggregate USD 10,000; or (x) any transaction other than in the ordinary course of business consistent with past practices, business; and the Company has not agreed or dismissed any Key Employee; and (j) except for the Transaction Bonuses, no management fee or other compensation (including bonuses) has been paid or is payable arranged to Seller, Altor or any of their Affiliates or any employee or family associate of do any of the foregoing (except for customary salary payments), nor has any other extraordinary payments been made or become payableforgoing. 10.4.10 Each of (g) Since December 31, 1999 no dividends or interim dividends have been declared or paid by the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Clause 6.5, will be prepared in accordance with the Accounting Principles with a US GAAP bridge, consistently applied throughout the periods involved and in accordance with the methods, principles and classifications set forth in Schedule 6.6.2, and will present fairly in all material respects the combined financial condition, results of operations, and cash flows of the Acquired Companies (taken as a whole) as of the times and for the periods referred to therein. Such financial statements will be audited in accordance with U.S. Generally Accepted Auditing Standards. 10.4.11 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Section 6.6.1, will be prepared in all material respects in accordance with the books and records of each Acquired Company. 10.4.12 With effect from Closing(h) To the best of the Seller's knowledge, except as disclosed all accounts receivable of whatever nature appearing in Schedule 10.15.2 the accounts of the Company are fully collectible and except in relation to the Commitments and any Excluded Loss, the Acquired Companies will be fully paid up to the book value upon the date each account's receivable falls due. (i) The budgets and finally released from forecasted result for the Company for the year 2000, Schedule 5.6 (i), have been prepared with all guarantees, indemnities reasonable care and other obligations given or incurred by them in favor there is no reason to assume that the budgets and forecasted result of Seller or any of its Affiliates (other than the Acquired Companies)Company are not accurate.

Financial. 10.4.1 The Accounting Principles are (a) Each of the Borrower and the Fund represents and warrants to the Administrative Agent and the Lenders that, since the date of the most recent quarterly consolidated Financial Statements of the Fund, no change in accordance with applicable laws the operations, business, or financial affairs of the Fund, the Borrower or any Restricted Subsidiary has occurred which would reasonably be expected to have a Material Adverse Effect. (b) Each of the Borrower and regulations the Fund represents and generally accepted accounting principleswarrants to the Administrative Agent and the Lenders as follows: (i) all balance sheets, statements of changes, statements of earnings and retained earnings of the Fund, which have been consistently applied by delivered to the Acquired Companies during the current Administrative Agent and the three preceding financial years except for Lenders since the adoption of K3 which was adopted in the Accounts for financial years 2014 and 2013. 10.4.2 The Accounts have been prepared in accordance with the Accounting Principles and present a true and fair view (Sw. rättvisande bild) date of the assets, liabilities, last financial position and result of each Acquired Company, respectively, and Seller’s Group as a whole on the Accounts Date and of the profits or losses and cash flows for the periods concerned. 10.4.3 The Pro Forma Accounts are in all material aspects correctstatements, have been prepared in accordance with GAAP, and fairly present the Accounting Principles in a way financial position and condition of the Fund, as at the respective dates thereof, all other information, certificates, schedules, reports and other papers and data (other than forecasts, projections and budgets) which have been furnished or caused to be furnished to the Administrative Agent and the Lenders are complete, accurate and correct in all material respects consistent with at the preparation of time the Accountssame were stated to be effective and all forecasts, projections and do not materially misstate budgets furnished to the assets, liabilities, financial position and result of each Acquired Company, respectively, Administrative Agent and the Acquired Companies as a whole on the Pro Forma Accounts Date and of the profits or losses for the period concerned. 10.4.4 There are no inquiries or investigations pending or, to Seller’s Knowledge, threatened regarding any accounting practices of Seller which relate to the Acquired Companies. 10.4.5 No conditional shareholders’ contribution which has not been fully repaid or converted to an unconditional shareholders’ contribution has been given or received by any Acquired Company during the present or the 3 preceding financial years. 10.4.6 Except as disclosed in Schedule 10.4.6, all receivables reflected on the Pro Forma Accounts are current and, to Seller’s Knowledge, the debtors to whom the receivables relate are not in or subject to a bankruptcy or insolvency proceeding and none of the receivables Lenders have been made subject to an assignment for prepared in good faith, with commercially reasonable assumptions at the benefit times of creditors. No Acquired Company has factored any of its receivables. 10.4.7 Except as disclosed in Schedule 10.4.6 and except for any receivables which have been waived, cancelled, settled or set-off, in full or in part, by Buyers or any Acquired Company after Closing, all receivables will realize their full value net of any allowance, provision or reserve as included in the Pro Forma Accounts within 150 days after the Closing Date in the normal course of collection consistent with past practices. 10.4.8 None of the Acquired Companies has borrowed any money or incurred any other financial indebtedness with any credit institution except for the Existing Facilities, financial leases and the loan from Shanxi ▇▇▇▇▇ TISCO Roll Co. Ltd., Taiyuan. 10.4.9 During the period between the Pro Forma Accounts Date and the date of the Agreement: (a) no Material Adverse Effect has occurred; (b) the business of each Acquired Company has been carried on only in the ordinary course and in all material respects consistent with past practices; (c) no material Assets of the Acquired Companies have been disposed of or become the subject of any Encumbrance otherwise than in the ordinary course of business and in all material respects consistent with past practices; (d) there has not been any change of accounting methods, principles or practices; (e) except as disclosed in Schedule 10.4.9(e) none of the Acquired Companies has terminated or made any material changes or additions to any Material Contract; (f) none of the Acquired Companies has entered into any agreement, arrangement, transaction or settlement which is not made or undertaken in the ordinary course of business or not wholly on “arm’s length” terms and conditions (i.e. on such terms as they would have been made if the parties were independent parties); (g) none of the Acquired Companies has incurred any additional borrowings or incurred any other indebtedness otherwise than in the ordinary course of business and in all material respects consistent with past practices; (h) none of the Acquired Companies has entered into any guarantee, indemnity or other arrangement to secure any obligations of a third party, nor otherwise entered into any guarantee, indemnity or other arrangement that is not required by a relevant Contract governing any of the Acquired Companies’ current borrowings; (i) none of the Acquired Companies has made any material changes or additions to the terms and conditions of employment of any Key Employee including but not limited to any increase of the compensation (including bonuses) payable or to become payable to any officer/manager, employee, agent, independent contractor or consultant, other than increases made in the ordinary course of business consistent with past practices, or dismissed any Key Employeerespective preparation; and (jii) except for the Transaction Bonuses, no management fee or other compensation (including bonuses) has been paid or is payable to Seller, Altor or any of their Affiliates or any employee or family associate of any each of the foregoing Fund, the Borrower and each Restricted Subsidiary has duly filed on a timely basis all Tax returns required to be filed by it, and has paid all Taxes which are due and payable by it, and has paid all Taxes, inclusive of penalties, interest and fines claimed against it (except for customary salary payments)where it is contesting the payment of same in good faith, nor and it has any other extraordinary payments been made or become payable. 10.4.10 Each established to the satisfaction of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Clause 6.5, will be prepared Administrative Agent a sufficient reserve in accordance with the Accounting Principles with a US GAAP bridge, consistently applied throughout the periods involved and in accordance with the methods, principles and classifications set forth in Schedule 6.6.2GAAP); it has made adequate provision for, and will present fairly all required instalment payments have been made in all material respects the combined financial conditionrespect of, results of operations, and cash flows of the Acquired Companies (taken as a whole) as of the times and taxes payable for the periods referred current period for which returns are not yet required to therein. Such financial statements will be audited in accordance filed; there are no agreements, waivers or other arrangements providing for an extension of time with U.S. Generally Accepted Auditing Standards. 10.4.11 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Section 6.6.1, will be prepared in all material respects in accordance with the books and records of each Acquired Company. 10.4.12 With effect from Closing, except as disclosed in Schedule 10.15.2 and except in relation respect to the Commitments filing of any Tax return or the payment of any Taxes; there are no actions or proceedings, other than standard audit enquiries conducted in the normal course, being taken by Canada Customs and any Excluded Loss, the Acquired Companies will be fully and finally released from all guarantees, indemnities and other obligations given or incurred by them in favor of Seller Revenue Agency or any other Governmental/Judicial Body to enforce the payment of its Affiliates (other than the Acquired Companies)any Taxes and it has no knowledge of any such actions or proceedings being contemplated by such authorities.

Financial. 10.4.1 The Accounting Principles are in accordance with applicable laws and regulations and generally accepted accounting principles(a) Except for as listed on Schedule 2, the Company has neither an equity interest in, nor the right or option to acquire an equity interest in, any other entity, and have been consistently applied by the Acquired Companies during Company is not a participant, as a partner or otherwise, in any joint venture, (b) The Company has delivered to the current and Purchaser the three preceding following financial years except statements translated into English, attached hereto as Schedule 3: (i) balance sheets for the adoption Company for the fiscal years ended 1999 and 2000 together with the accountants’ report and notes; and (ii) preliminary consolidated balance sheet for the Company as of K3 which was adopted in October 31, 2002. collectively referred to as the Accounts for financial years 2014 and 2013“Financial Statements”. 10.4.2 (c) The Accounts have been prepared foregoing Financial Statements: (i) are complete and correct in accordance with the Accounting Principles all material respects and present give a true and fair view (Sw. rättvisande bild) of the assets, liabilities, financial position and result of each Acquired Company, respectively, and Seller’s Group as a whole on the Accounts Date and results of the profits or losses operations of the Company as of said dates and cash flows for said periods and have been prepared from and in accordance with the periods concerned.books and records of the Company; 10.4.3 The Pro Forma Accounts are in all material aspects correct, (ii) have been prepared in accordance conformity with the Accounting Principles in Dutch law and Dutch GAAP, applied on a way in all material respects basis consistent with that of preceding periods; and (iii) contain and reflect such reserves as were necessary and required by the preparation laws, principles and rules referred to under (ii) above to be reflected in such statements as of said dates for all liabilities, actual, contingent or accrued, and for all reasonably anticipated losses and costs (in excess of expected receipts) and for all warranty claims, discounts or refunds with respect to services and/or products already rendered or sold, such reserves being based upon events or circumstances in existence or likely to occur in the future with respect to any contracts or commitments of the AccountsCompany. (d) Except as described in Schedule 4, and do the Company has not materially misstate the received nor will receive any conditional or unconditional shareholders’ contributions. (e) The Company has not pledged any assets, liabilitieshas no commitments or contingent liabilities in excess of the pledges, financial position commitments and result of each Acquired Company, respectivelycontingent liabilities disclosed in Schedule 5, and the Acquired Companies as a whole on Company has full and exclusive title to all assets in the Pro Forma Accounts Date and balance sheets of the profits Financial Statements and the assets of the Company are not the subject of any encumbrances or losses for the period concernedrestrictions of whatever nature except as stated in Schedule 5. 10.4.4 There are no inquiries or investigations pending or, to Seller’s Knowledge, threatened regarding any accounting practices (f) The activities of Seller which relate to the Acquired Companies. 10.4.5 No conditional shareholders’ contribution which has not been fully repaid or converted to an unconditional shareholders’ contribution has been given or received by any Acquired Company during the present or period from October 31, 2002 to the 3 preceding financial years. 10.4.6 Except as disclosed in Schedule 10.4.6, all receivables reflected on the Pro Forma Accounts are current and, to Seller’s Knowledge, the debtors to whom the receivables relate are not in or subject to a bankruptcy or insolvency proceeding and none of the receivables date hereof have been made subject to an assignment for the benefit of creditors. No Acquired Company has factored any of its receivables. 10.4.7 Except as disclosed in Schedule 10.4.6 and except for any receivables which have been waived, cancelled, settled or set-off, in full or in part, by Buyers or any Acquired Company after Closing, all receivables will realize their full value net of any allowance, provision or reserve as included in the Pro Forma Accounts within 150 days after the Closing Date in the normal course of collection consistent with past practices. 10.4.8 None of the Acquired Companies has borrowed any money or incurred any other financial indebtedness with any credit institution except for the Existing Facilities, financial leases and the loan from Shanxi ▇▇▇▇▇ TISCO Roll Co. Ltd., Taiyuan. 10.4.9 During the period between the Pro Forma Accounts Date and the date of the Agreement: (a) no Material Adverse Effect has occurred; (b) the business of each Acquired Company has been carried on only conducted in the ordinary course of business with a view to maintaining its business as a going concern and in all material respects consistent there has not occurred or arisen since October 31, 2002 with past practices;respect to the Company: (ci) no any material Assets adverse change in its financial conditions or in the operations of the Acquired Companies have been disposed of its business; or (ii) any obligations, commitments or become the subject of any Encumbrance otherwise than liabilities, liquidated or unliquidated, contingent or otherwise, except obligations, commitments and liabilities arising in the ordinary course of business and which are not material in all material respects consistent with past practices;relation to its business; or (diii) there has not been any change of accounting methodsamendment or termination, principles or practices; (e) except as disclosed in Schedule 10.4.9(e) none of the Acquired Companies has terminated any agreement to amend or made any material changes or additions to terminate any Material Contract; (f) none of the Acquired Companies has entered into any agreementAgreement, arrangement, transaction or settlement which is not made or undertaken save in the ordinary course of business or not wholly on “arm’s length” terms and conditions (i.e. on such terms as they would have been made if the parties were independent parties);business; or (giv) none any extraordinary event or any extraordinary loss suffered or any waiver of the Acquired Companies has incurred any additional borrowings debts, claims, rights under any Material Agreement, or incurred other rights representing a value in excess of EUR 10,000; or (v) any damage, destruction, or loss or any other indebtedness otherwise than event or condition, whether covered by insurance or not, materially and adversely affecting its properties and business representing loss to property in the ordinary course aggregate in excess of business and in all material respects consistent with past practices;EUR 10,000; or (hvi) none of the Acquired Companies has entered into any guaranteesale, indemnity assignment, transfer, pledge, lease or other arrangement to secure disposal of any obligations individual asset with a value in excess of a third party, nor otherwise entered into any guarantee, indemnity or other arrangement that is not required by a relevant Contract governing any of the Acquired Companies’ current borrowings;EUR 10,000; or (ivii) none of the Acquired Companies has made any material changes or additions to the terms and conditions of employment of any Key Employee including but not limited to any increase in the rates of the compensation (including bonuses) payable or to become payable to any officer/manager, employee, agent, independent contractor or consultant; or (viii) any change of accounting methods, principles or practices; or (ix) any investment in fixed assets that exceed individually EUR 10,000 or in the aggregate EUR 10,000; or (x) any transaction other than increases made in the ordinary course of business consistent with past practices, business; and the Company has not agreed or dismissed any Key Employee; and (j) except for the Transaction Bonuses, no management fee or other compensation (including bonuses) has been paid or is payable arranged to Seller, Altor or any of their Affiliates or any employee or family associate of do any of the foregoing (foregoing, except for customary salary payments), nor has any other extraordinary payments been made or become payableas described in Schedule 6. 10.4.10 Each of (g) Since September 30, 2002 no dividends or interim dividends have been declared or paid by the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Clause 6.5, will be prepared in accordance with the Accounting Principles with a US GAAP bridge, consistently applied throughout the periods involved and in accordance with the methods, principles and classifications set forth in Schedule 6.6.2, and will present fairly in all material respects the combined financial condition, results of operations, and cash flows of the Acquired Companies (taken as a whole) as of the times and for the periods referred to therein. Such financial statements will be audited in accordance with U.S. Generally Accepted Auditing Standards. 10.4.11 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Section 6.6.1, will be prepared in all material respects in accordance with the books and records of each Acquired Company. 10.4.12 With effect from Closing, except as disclosed in Schedule 10.15.2 and except in relation to the Commitments and any Excluded Loss, the Acquired Companies will be fully and finally released from all guarantees, indemnities and other obligations given or incurred by them in favor of Seller or any of its Affiliates (other than the Acquired Companies).

Financial. 10.4.1 (a) The Accounting Principles are in accordance with applicable laws Sellers have furnished to the Purchaser correct and regulations complete copies of the Company's audited consolidated financial statements for each of the years ended December 31, 1994 and generally accepted accounting principles1995 (the "Audited Financial Statements"), as prepared and have been consistently applied audited by the Acquired Companies during the current H.G. Siepert & Company and the three preceding unaudited consolidated financial years st▇▇▇▇▇▇▇▇ ▇▇▇ the six month periods ended June 30, 1996 and 1995 (the "Unaudited Financial Statements"). To each Seller's Knowledge, except for as disclosed on Schedule 4.7, the adoption of K3 which was adopted in the Accounts for financial years 2014 and 2013. 10.4.2 The Accounts Audited Financial Statements have been prepared in accordance with the Accounting Principles regulations of the MPSC and generally accepted accounting principles consistently applied, and present a true and fair view (Sw. rättvisande bild) fairly the consolidated financial condition of the assets, liabilities, financial position Company and result of each Acquired Company, respectivelyits Subsidiaries, and Seller’s Group the consolidated results of their operations as a whole on the Accounts Date and of the profits or losses dates and cash flows for the periods concerned. 10.4.3 The Pro Forma Accounts are in all material aspects correctindicated, as appropriate. To each Seller's Knowledge, except as disclosed on Schedule 4.7, the Audited Financial Statements have been prepared in accordance with from the Accounting Principles in a way in all material respects consistent with the preparation books and records of the AccountsCompany and its Subsidiaries, which accurately and do not materially misstate the assets, liabilities, financial position and result of each Acquired Company, respectively, and the Acquired Companies as a whole on the Pro Forma Accounts Date and fairly reflect all transactions of the profits or losses for Company and its Subsidiaries as of the period concerned. 10.4.4 There are no inquiries or investigations pending or, to Seller’s Knowledge, threatened regarding any accounting practices of Seller which relate to the Acquired Companies. 10.4.5 No conditional shareholders’ contribution which has not been fully repaid or converted to an unconditional shareholders’ contribution has been given or received by any Acquired Company dates and during the present or periods covered. For the 3 preceding financial years. 10.4.6 Except as disclosed in Schedule 10.4.6purpose of this Agreement, all receivables reflected on the Pro Forma Accounts are current and, financial statements referred to Seller’s Knowledge, the debtors in this Section shall be deemed to whom the receivables relate are not in or subject include any notes to a bankruptcy or insolvency proceeding and none of the receivables have been made subject to an assignment for the benefit of creditors. No Acquired Company has factored any of its receivablessuch financial statements. 10.4.7 Except as disclosed in Schedule 10.4.6 and except for any receivables which have been waived, cancelled, settled or set-off, in full or in part, by Buyers or any Acquired Company after Closing, all receivables will realize their full value net of any allowance, provision or reserve as included in the Pro Forma Accounts within 150 days after the Closing Date in the normal course of collection consistent with past practices. 10.4.8 None of the Acquired Companies has borrowed any money or incurred any other financial indebtedness with any credit institution except for the Existing Facilities, financial leases and the loan from Shanxi ▇▇▇▇▇ TISCO Roll Co. Ltd., Taiyuan. 10.4.9 During the period between the Pro Forma Accounts Date and the date of the Agreement: (a) no Material Adverse Effect has occurred; (b) the business of each Acquired Company has been carried on only Except as specifically reflected or disclosed in the ordinary course and in all material respects consistent with past practices; (c) no material Assets balance sheet of the Acquired Companies have been disposed Company as at December 31, 1995 (the "December 31 Balance Sheet"), or as otherwise disclosed to the Purchaser in Schedule 4.7, to the Knowledge of the Sellers, whether or become the subject of any Encumbrance otherwise than not in the ordinary course of business and in all material respects consistent with past practices; (d) business, there has not been any change of accounting methodsbeen, principles occurred or practices; (e) except as disclosed in Schedule 10.4.9(e) none of the Acquired Companies has terminated or made any material changes or additions to any Material Contract; (f) none of the Acquired Companies has entered into any agreementarisen, arrangementsince December 31, transaction or settlement which is not made or undertaken in the ordinary course of business or not wholly on “arm’s length” terms and conditions (i.e. on such terms as they would have been made if the parties were independent parties); (g) none of the Acquired Companies has incurred any additional borrowings or incurred any other indebtedness otherwise than in the ordinary course of business and in all material respects consistent with past practices; (h) none of the Acquired Companies has entered into any guarantee, indemnity or other arrangement to secure any obligations of a third party, nor otherwise entered into any guarantee, indemnity or other arrangement that is not required by a relevant Contract governing any of the Acquired Companies’ current borrowings; 1995: (i) none of the Acquired Companies has made any material changes or additions to the terms and conditions of employment of any Key Employee including but not limited to any increase of the compensation (including bonuses) payable or to become payable to any officer/manager, employee, agent, independent contractor or consultant, other than increases made adverse change in the ordinary course of business consistent with past practices, or dismissed any Key Employee; and (j) except for the Transaction Bonuses, no management fee or other compensation (including bonuses) has been paid or is payable to Seller, Altor or any of their Affiliates or any employee or family associate of any of the foregoing (except for customary salary payments), nor has any other extraordinary payments been made or become payable. 10.4.10 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Clause 6.5, will be prepared in accordance with the Accounting Principles with a US GAAP bridge, consistently applied throughout the periods involved and in accordance with the methods, principles and classifications set forth in Schedule 6.6.2, and will present fairly in all material respects the combined financial condition, results of operations, and cash flows or business of the Acquired Companies (Company and its Subsidiaries taken as a whole; or (ii) as any damage or destruction in the nature of a casualty loss, whether covered by insurance or not, adversely affecting any property or business of the times Company or any Subsidiary of the Company which is material to the financial condition, results of operations, or business of the Company and for its Subsidiaries taken as a whole; or (iii) any extraordinary loss or losses (as defined in Opinion No. 30 of the periods referred Accounting Principles Board of the American Institute of Certified Public Accountants and any amendments or interpretations thereof) suffered by the Company or any subsidiary of the Company which, individually or in the aggregate, are material to therein. Such financial statements will be audited in accordance with U.S. Generally Accepted Auditing Standardsthe Company and its Subsidiaries taken as a whole. 10.4.11 Each (c) To each Seller's Knowledge, since December 31, 1995, except as set forth on Schedule 4.7, neither the Company nor any Subsidiary of the Carve-Out Audited Financial StatementsCompany has engaged in any transaction material to the financial condition, when delivered to Buyers pursuant to Section 6.6.1results of operations, will be prepared or business of the Company and its Subsidiaries taken as a whole not in all material respects in accordance with the books and records ordinary course of each Acquired Companyits business. 10.4.12 With effect from Closing(d) To each Seller's Knowledge, except as disclosed in on Schedule 10.15.2 and except in relation 4.7, there were no material year-end adjustments to the Commitments and any Excluded LossAudited Financial Statements for the year ended December 31, the Acquired Companies will be fully and finally released from all guarantees, indemnities and other obligations given or incurred by them in favor of Seller or any of its Affiliates (other than the Acquired Companies)1995.

Financial. 10.4.1 (i) The Accounting Principles Financial Statements: (A) are in accordance with applicable laws the books of account and regulations and generally accepted accounting principles, and have been consistently applied by other records of the Acquired Companies during the current and the three preceding financial years except for the adoption of K3 which was adopted in the Accounts for financial years 2014 and 2013.Company; 10.4.2 The Accounts (B) have been prepared in accordance with SNC and any applicable Law; (C) when audited have been audited by a certified auditor who has rendered an auditor’s certificate without reserve or qualification; and (D) correctly state the Accounting Principles assets and present liabilities of the Company and give a true and fair view (Sw. rättvisande bild) of the assets, liabilities, financial position and result condition of each Acquired Company, respectively, and Seller’s Group as a whole the Company on the Accounts Financial Year End Date and of the profits or losses and cash flows results of operations of the Company for the period ended on the Financial Year End Date or (as the case may be) in respect of the periods concerned.in respect of which they were prepared; 10.4.3 The Pro Forma Accounts are in all material aspects correct(E) insofar relating to the Company’s annual accounts, have been prepared approved by Company’s general meeting of shareholders without qualification or modifications in accordance with the Accounting Principles laws of Portugal and the Company’s articles of association; (F) contain (as appropriate under SNC) specific provisions, accruals or creditors adequate to cover, or full particulars in notes, of all Tax (including deferred Tax) and other liabilities (whether quantified, contingent or otherwise) of the Company on the Financial Year End Date or (as the case may be) the respective end dates in respect of which they were prepared; (G) are not affected by any unusual or non-recurring items; and (H) have been duly filed or an exemption therefore has been duly obtained (as the case may be) in accordance with applicable Law. (I) the 2023 Financial Statements (as per Exhibit 6) correctly state the assets and liabilities of the Company and give a way true and fair view of the financial condition of the Company on the Financial Year End Date and of the results of operations of the Company for the period ended on December 31st 2023 and will be audited by a certified auditor who will render an auditor’s certificate (Certificação Legal de Contas) without reserve (reservas) or qualification (ênfases). (ii) Since the Financial Year End Date, the Company has carried on the Business in the Ordinary Course. (iii) Since the Financial Year End Date, no Material Adverse Change has occurred nor have any events taken place that with the passage of time would likely result in the occurrence of a Material Adverse Change. (iv) the Company prepares and keeps books and records reflecting its assets, liabilities and financial transactions which are accurate in all material respects consistent with the and maintains internal accounting controls that provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Accounts, Financial Statements and do not materially misstate to maintain accountability for the assets, liabilities, financial position and result of each Acquired Company, respectively, and the Acquired Companies as a whole on the Pro Forma Accounts Date and assets of the profits or losses for the period concerned. 10.4.4 There are no inquiries or investigations pending or, to Seller’s Knowledge, threatened regarding any accounting practices of Seller which relate to the Acquired Companies. 10.4.5 No conditional shareholders’ contribution which has not been fully repaid or converted to an unconditional shareholders’ contribution has been given or received by any Acquired Company during the present or the 3 preceding financial years. 10.4.6 Except as disclosed in Schedule 10.4.6, all receivables reflected on the Pro Forma Accounts are current and, to Seller’s Knowledge, the debtors to whom the receivables relate are not in or subject to a bankruptcy or insolvency proceeding and none of the receivables have been made subject to an assignment for the benefit of creditors. No Acquired Company has factored any of its receivables. 10.4.7 Except as disclosed in Schedule 10.4.6 and except for any receivables which have been waived, cancelled, settled or set-off, in full or in part, by Buyers or any Acquired Company after Closing, all receivables will realize their full value net of any allowance, provision or reserve as included in the Pro Forma Accounts within 150 days after the Closing Date in the normal course of collection consistent with past practices. 10.4.8 None of the Acquired Companies has borrowed any money or incurred any other financial indebtedness with any credit institution except for the Existing Facilities, financial leases and the loan from Shanxi ▇▇▇▇▇ TISCO Roll Co. Ltd., Taiyuan. 10.4.9 During the period between the Pro Forma Accounts Date and the date of the Agreement: (a) no Material Adverse Effect has occurred; (b) the business of each Acquired Company has been carried on only in the ordinary course and in all material respects consistent with past practices; (c) no material Assets of the Acquired Companies have been disposed of or become the subject of any Encumbrance otherwise than in the ordinary course of business and in all material respects consistent with past practices; (d) there has not been any change of accounting methods, principles or practices; (e) except as disclosed in Schedule 10.4.9(e) none of the Acquired Companies has terminated or made any material changes or additions to any Material Contract; (f) none of the Acquired Companies has entered into any agreement, arrangement, transaction or settlement which is not made or undertaken in the ordinary course of business or not wholly on “arm’s length” terms and conditions (i.e. on such terms as they would have been made if the parties were independent parties); (g) none of the Acquired Companies has incurred any additional borrowings or incurred any other indebtedness otherwise than in the ordinary course of business and in all material respects consistent with past practices; (h) none of the Acquired Companies has entered into any guarantee, indemnity or other arrangement to secure any obligations of a third party, nor otherwise entered into any guarantee, indemnity or other arrangement that is not required by a relevant Contract governing any of the Acquired Companies’ current borrowings; (i) none of the Acquired Companies has made any material changes or additions to the terms and conditions of employment of any Key Employee including but not limited to any increase of the compensation (including bonuses) payable or to become payable to any officer/manager, employee, agent, independent contractor or consultant, other than increases made in the ordinary course of business consistent with past practices, or dismissed any Key Employee; and (j) except for the Transaction Bonuses, no management fee or other compensation (including bonuses) has been paid or is payable to Seller, Altor or any of their Affiliates or any employee or family associate of any of the foregoing (except for customary salary payments), nor has any other extraordinary payments been made or become payable. 10.4.10 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Clause 6.5, will be prepared in accordance with the Accounting Principles with a US GAAP bridge, consistently applied throughout the periods involved and in accordance with the methods, principles and classifications set forth in Schedule 6.6.2, and will present fairly in all material respects the combined financial condition, results of operations, and cash flows of the Acquired Companies (taken as a whole) as of the times and for the periods referred to therein. Such financial statements will be audited in accordance with U.S. Generally Accepted Auditing Standards. 10.4.11 Each of the Carve-Out Audited Financial Statements, when delivered to Buyers pursuant to Section 6.6.1, will be prepared in all material respects in accordance with the books and records of each Acquired Company. 10.4.12 With effect from Closing, except as disclosed in Schedule 10.15.2 and except in relation to the Commitments and any Excluded Loss, the Acquired Companies will be fully and finally released from all guarantees, indemnities and other obligations given or incurred by them in favor of Seller or any of its Affiliates (other than the Acquired Companies).