Attached as [Schedule 3.3.1] are true, correct and complete copies of the # the unaudited financial statements of Seller as of and for the fiscal years ended December 31, 2018 and December 31, 2019, internally prepared in conformity with GAAP consistently applied (the “Annual Financial Statements”), and # the internally prepared, unaudited financial statements of Seller as of and for the nine (9) month period ended September 30, 2020 (the “Interim Financial Statements”, and together with the Annual Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP, consistently applied, without modification of the accounting principles used in the preparation thereof throughout the periods presented, except for # the absence of normal disclosures made in footnotes and # with respect to the Interim Financial Statements normal year-end adjustments which are not material, individually or in the aggregate. The Financial Statements present fairly the financial position of Seller as of the dates indicated and the results of operations for the periods then ended. The Financial Statements are consistent in all material respects with the books and records of Seller (which books and records are true and complete in all material respects). The unaudited balance sheet of Seller as of September 30, 2020 and included in the Interim Financial Statements is herein referred to as the “Acquisition Balance Sheet.”

[Schedule 3.07(d)] sets forth as of the Restatement Date the name and jurisdiction of incorporation, formation or organization of # each Subsidiary of the Borrower and, as to each such Subsidiary, the percentage of each class of Equity Interests owned by the Borrower or by any such Subsidiary, indicating the ownership thereof, and identifies as of the Restatement Date each applicable Subsidiary as a “Subsidiary Loan Party”, a “Restricted Subsidiary”, an “Unrestricted Subsidiary” and/or a “Material Subsidiary” and # each Included Entity.

[Schedule 3.16] to the Credit Agreement is hereby supplemented with the information set forth on [Annex A] hereto.

[Schedule 3.17(b)] attached hereto as [Annex B] is hereby added to the Credit Agreement in its entirety.

[Schedule 3.9.1(b)] identifies the Leased Real Property, and lists the leases relating to such Leased Real Property (the “Leases”). Seller has a valid and subsisting leasehold estate in, and the right to quiet enjoyment of, the Leased Real Property, subject to the terms of each Lease, except as set forth on [Schedule 3.9.1(b)]. With respect to each Lease: # such Lease is in full force and effect and is the legal, valid and binding obligation of Seller, and To Seller’s Knowledge, the other party thereto, in each case enforceable in accordance with its respective terms, subject to the Enforceability Exceptions, and all rents, required deposits and additional rents and other amounts due and payable as of the Closing Date (other than normal maintenance and repair obligations arising under the Lease in the ordinary course of business, and real estate taxes and assessments not yet due) pursuant to such Lease have been paid in full, # there is no existing default by Seller or, To Seller’s Knowledge, by the lessor of such Lease, # Seller has not received any notice that it is in default under such Lease, (iv),To Seller’s Knowledge, there exists no event, occurrence, condition or act (including the transactions contemplated by this Agreement), that with the giving of notice, the lapse of time or the happening of any further event or condition, would constitute a default by Seller under such Lease, except as set forth in the Lease, and # all buildings which are on the Leased Real Property are, to Seller’s Knowledge, suitable for the business of Seller as currently conducted. The Leases provided to Buyer are all of the leases and rental agreements, together with all amendments, that constitute the Leased Real Property, and no Leases have been amended, modified or terminated other than amendments or modifications provided to Buyer.

[Schedule 3.17.2] contains complete list of: # all environmental reports, audits, or assessments, pertaining to Hazardous Materials or Environmental Law prepared in the past five (5) years in the possession or control of Seller with respect to the assets or Business of Seller (including the Leased Real Property), true and complete copies of which have been provided to Buyer.

[Schedule 3.05] sets forth the correct address of each material real property having a Fair Market Value (as reasonably determined by a Financial Officer in good faith) exceeding $10,000,000 that is owned by any [[Organization A:Organization]] Company as of the Effective Date.

[Schedule 3.10] lists as of the Third Amendment Effective Date all Canadian Benefit Plans currently maintained or contributed to by the Loan Parties and their Subsidiaries. As of the Third Amendment Effective Date, there are no Canadian Pension Plans. Each hereafter adopted Canadian Pension Plans shall be duly registered under the ITA and all other applicable laws which require registration. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, # each Loan Party and each of their Subsidiaries has complied with and performed all of its obligations under and in respect of the Canadian Pension Plans, if any, and Canadian Benefit Plans under the terms thereof, any funding agreements and all applicable laws (including any fiduciary, funding, investment and administration obligations), # all employer and employee payments, contributions or premiums to be remitted, paid to or in respect of each Canadian Pension Plan, if any, or Canadian Benefit Plan have been paid in a timely fashion in accordance with the terms thereof, any funding agreement and all applicable laws, # there have been no improper withdrawals or applications of the assets of the Canadian Pension Plans, if any, or the Canadian Benefit Plans, and # no facts or circumstances have occurred or existed that have resulted, or could be reasonably anticipated to result, in the declaration of a termination of any Canadian Pension Plan, if any, by any Governmental Authority under applicable laws except where such facts or circumstances could not be reasonably expected to have a Material Adverse Effect. No promises of benefit improvements under the Canadian Pension Plans, if any, or the Canadian Benefit Plans have been made except where such improvement could not be reasonably expected to have a Material Adverse Effect. There are no outstanding disputes concerning the assets of the Canadian Pension Plans, if any, or the Canadian Benefit Plans which could be reasonably expected to have a Material Adverse Effect. No Loan Party maintains or contributes to or is liable under, or has in the past maintained or contributed to or been liable under, any Canadian Defined Benefit Plans.

[Schedule 3.12(m)] of the Disclosure Schedules lists all software, source code, open source frameworks or technologies, open source community efforts and licenses, embedded open source, copyleft or community source code in any of its products available or in development, including any libraries or code licensed under any general public license, lesser general public license, or similar license arrangement. To the extent the Company has so embedded, relied upon or utilized any of the foregoing, as identified on [Schedule 3.12(m)], the Company is in full compliance with all requirements, obligations and restrictions of any terms or licenses governing use of such open source, copyleft or community source code, framework or technology, including all underlying licenses any of the foregoing encompasses or is licensed under or built upon.

[Schedule 3.3(a)] of the Disclosure Schedules sets forth as of the date hereof # the number of authorized shares of Common Stock (including Company Restricted Stock) and Preferred Stock and # a true, correct and complete list of the record holders of the Common Stock and the Preferred Stock, listing for each Person including: # his, her or its name, and if not a natural person, its type of entity and jurisdiction of incorporation or organization, # the number of shares of Shares owned by such Person, and # with respect to Company Restricted Stock, the vesting status and schedule with respect to such Company Restricted Stock, the Company Equity Plan pursuant to which such Company Restricted Stock was granted, and whether a valid and timely election under Section 83(b) of the Code (an “83(b) Election”) was filed in connection with any such Company Restricted Stock. The Company has provided copies of all such 83(b) Elections.