EZRADIER HAWAII will wire 25% as down payment upon ARO.

Financial Information. The Company has prepared true and complete copies of its audited (by a PCAOB-registered accounting firm) financial statements for years ending December 31, 2020 and 2019 which have been reviewed by the Buyer. Except as noted therein, the Company Financial Statements fairly represent, in all material respects, the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended subject, to normal year end or month end adjustments.

Financial Information. The Buyer has filed its latest financial statements for the year ended December 31, 2020 on Form 10-K, filed with the SEC on March 2, 2021. Except as noted therein, the Buyer Financial Statements fairly present, in all material respects, the financial position of the Buyer as of the dates thereof and the results of its operations and cash flows for the periods then ended subject, to normal year end or month end adjustments.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectus, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate) and have been prepared in compliance with the published requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis (except # for such adjustments to accounting standards and practices as are noted therein and # in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved; the other financial and statistical data with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement and the Prospectus, are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off balance sheet obligations), not described in the Registration Statement, and the Prospectus which are required to be described in the Registration Statement or Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement and the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. Tenant shall furnish Landlord with true and complete copies of # Tenant’s most recent audited annual financial statements within 120 days of the end of each of Tenant’s fiscal years during the Term, # Tenant’s most recent unaudited quarterly financial statements within 55 days of the end of each of Tenant’s first three fiscal quarters of each of Tenant’s fiscal years during the Term, # at Landlord’s request from time to time, updated business plans, including cash flow projections and/or pro forma balance sheets and income statements, all of which shall be treated by Landlord as confidential information belonging to Tenant, and # corporate brochures and/or profiles prepared by Tenant for prospective investors. Landlord shall treat Tenant’s financial information as confidential information belonging to Tenant and will not disclose the same to third parties other than on a need-to-know basis to Landlord’s affiliates, legal, financial or tax advisors, consultants, potential lenders and potential purchasers (and Landlord shall instruct such parties to keep such financial information confidential) and as required by Legal Requirements.

Financial Information. The Company agrees to send or make available the following reports to the Buyer until the Buyer transfers, assigns, or sells all of the Securities: # within ten (10) days after the filing with the SEC, a copy of its Annual Report on Form 10-K its Quarterly Reports on Form 10- Q and any Current Reports on Form 8-K; # within one (1) day after release, copies of all press releases issued by the Company or any of its Subsidiaries; and # contemporaneously with the making available or giving to the shareholders of the Company, copies of any notices or other information the Company makes available or gives to such shareholders. For the avoidance of doubt, filing the documents required in # above via EDGAR or releasing any documents set forth in # above via a recognized wire service shall satisfy the delivery requirements of this [Section 4(f)].

Financial Information. All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to ​ in connection with the Loan # are true, complete and correct in all material respects, # accurately represent the financial condition of the Property (or, if as to a Person, such Person) as of the date of such reports, and # to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with the Approved Accounting Method throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances, ​ does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to ​ and reasonably likely to have a materially adverse effect on the Property or the operation thereof for the purpose(s) set forth in [Section 3.1.26] hereof, except as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no material adverse change in the financial condition, operation or business of ​ from that set forth in said financial statements.

Financial Information. The Company hereby undertakes to deliver to the Participant, at such time as they become available and so long as the Period of Restriction has not lapsed and the Restricted Stock has not been forfeited, a balance sheet and income statement of the Company with respect to any fiscal year of the Company ending on or after the date of this Agreement.

Financial Information. Upon written request of the Purchaser, the Company agrees to send or make available the following reports to the Purchaser until the Purchaser transfers, assigns, or sells all of the Securities: # within ten (10) days after the filing (or the applicable deadline to so file) with the SEC or OTC Markets Group, a copy of its Annual Report and its Quarterly Reports and any Supplemental Reports; # within one (1) day after release, copies of all press releases issued by the Company or any of its Subsidiaries; and # contemporaneously with the making available or giving to the shareholders of the Company, copies of any notices or other information the Company makes available or gives to such shareholders. Notwithstanding the foregoing, the Company shall not disclose any material nonpublic information to the Purchaser without its consent unless such information is disclosed to the public prior to or promptly following such disclosure to the Purchaser.

Financial Information. The Committee will periodically prepare, or cause to be prepared, reports of the Plan’s operation and will submit a copy of each report to the Compensation Committee and cause a copy to be maintained in the office of the Secretary of the Company and each Participating Employer.

Financial Information. All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered by each Borrower and by each Guarantor to the Agent in connection with the Loan # are true, complete and correct in all material respects, # accurately represent the financial condition of the Property to which the report relates as of the date of such reports, and # to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP, consistently applied, throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances, none of the Borrowers has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no Material Adverse Change.

Financial Information. Copies of operating statements and a summary of capital expenditures pertaining to each of the Properties for the twenty-four (24) months preceding the Effective Date of this Agreement or such lesser period as ​ has owned a Property (“Operating Statements”);

Financial Information. The Company agrees to send the following to each holder of Warrants (each, an “Investor”) during the Reporting Period # unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, any interim reports or any consolidated balance sheets, income statements, stockholders’ equity statements and/or cash flow statements for any period other than annual, any Current Reports on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act, # unless the following are either filed with the SEC through EDGAR or are otherwise widely disseminated via a recognized news release service (such as PR Newswire), on the same day as the release thereof, electronic copies of all press releases issued by the Company or any of its Subsidiaries and # unless the following are filed with the SEC through EDGAR, copies of any notices and other information made available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders.

Financial Information. The Company hereby undertakes to deliver to the Participant, at such time as they become available and so long as the Period of Restriction has not lapsed and the Restricted Stock has not been forfeited, a balance sheet and income statement of the Company with respect to any fiscal year of the Company ending on or after the date of this Agreement.

The Companies shall, and shall cause HEI to, maintain the confidentiality of the Information as provided in this Section 17.10. The Companies may share the Information on a confidential basis with HEI and the independent auditors and attorneys for the Companies and HEI. (The Companies, HEI, and their respective independent auditors and attorneys are collectively referred to in this Section 17.10 as “Recipient.”) If either the Companies or HEI, in the exercise of their respective reasonable judgments, concludes that consolidation or financial reporting with respect to SELLER and/or this Contract is necessary, the Companies and HEI each shall have the right to disclose such of the Information as the Companies or HEI, as applicable, reasonably determines is necessary to satisfy applicable disclosure and reporting or other requirements and give SELLER prompt written notice thereof (in advance to the extent practicable under the circumstances). If the Companies or HEI disclose Information pursuant to the preceding sentence, the Companies and HEI shall, without limitation to the generality of the preceding sentence, have the right to disclose Information to the Commission and the Division of Consumer Advocacy of the Department of Commerce and Consumer Affairs of the State of Hawaii (“Consumer Advocate”) in connection with the Commission’s rate making activities for the Companies, and other HEI affiliated entities, provided that, if the scope or content of the Information to be disclosed to the Commission exceeds or is more detailed than that disclosed pursuant to the preceding sentence, such Information will not be disclosed until the Commission first issues a protective order to protect the confidentiality of such Information. Neither the Companies nor HEI shall use the Information for any purpose other than as permitted under this Section 17.10.

Part ​ of the Disclosure Schedule sets forth a copy of the unaudited balance sheet of the Business as of September 30, 2022, and the statement of income of the Business for the nine (9) months ended September 30, 2022 (the “Unaudited Business Financial Statements”). The Unaudited Business Financial Statements have been prepared in good faith from the Books and Records of the Seller in a manner consistent with the Seller’s accounting policies and, on that basis, fairly present, in all material respects, the financial position and results of operations of the Business as of the date and for the period indicated, subject, in each case, to the absence of notes and to normal year-end adjustments; provided, that the Unaudited Business Financial Statements and the representations and warranties in this [Section 2.14] are qualified by the fact that # the Business has not operated on a separate standalone basis and has historically been reported within the Seller’s consolidated financial statements and # the Unaudited Business Financial Statements are not necessarily indicative of the future financial position or results of operations of the Business.

Except as set forth herein, all of the Company’s SEC reports, at the time filed (or if amended prior to the date hereof, when so amended), complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act applicable to such Company SEC reports and did not at the time they were filed (or if amended prior to the date hereof, when so amended) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC reports or necessary in order to make the statements in such Company SEC reports, in the light of the circumstances under which they were made, not misleading, in any material respect.

Required Miller International Business Financial Information. Buyer hereby irrevocably waives # any right or remedy that it may have (whether under the Purchase Agreement or otherwise) with respect to any breach of any covenant or agreement of ABI contained in [Section 5.11(a)] of the Purchase Agreement prior to the date hereof and # any obligation on the part of ABI prior to the Closing to use its reasonable best efforts to cause Miller Parent and its Subsidiaries to provide Required Miller International Business Financial Information that is Compliant; provided, that the foregoing waiver in clause (ii) shall be null and void and of no further force or effect from and after such time as # Required Miller International Business Financial Information that is Compliant becomes necessary in connection with any filings required to be made by Buyer prior to the Closing pursuant to the Securities Act of 1933 (including any registration statement thereunder), as amended, or the Securities Exchange Act of 1934, as amended (a “Change in Required Information”), and # Buyer delivers to ABI a written notice describing in reasonable detail such Change in Required Information.