BGL assumed the accuracy and completeness of all of, and relied upon, the financial, legal,
regulatory, tax, accounting, and other information provided to, discussed with or reviewed by BGL, including, without limitation, the forecasts, the components, value and computation of the per share merger consideration, without assuming any
responsibility for independent verification, and BGL does not assume any liability for if any such information is not accurate or complete. As to any information provided to BGL by the Company, with the Companys consent, BGL relied upon the
assurances of the management of the Company that all such information was prepared on a reasonable basis and that the management of the Company is not aware of any information or facts that would make the information provided to BGL incomplete or
misleading. BGL assumed that the forecast models and projections prepared by management of the Company are predicated upon reasonable assumptions and reflects managements best currently available estimates and judgments and BGL expresses no
view as to the reasonableness of such forecasts and projections or the assumptions on which they are based. BGL further assumed that all assets and liabilities (contingent or otherwise, known or unknown) of the Company are set forth on the financial
statements provided to BGL, and that, in each case, the financial statements provided to BGL present fairly the Companys results of operations, cash flows and financial condition for the periods and as of the dates indicated and were prepared
in conformity with U.S. generally accepted accounting principles (GAAP) consistently applied, and that there was no material changes in the assets, liabilities, financial condition, results of operations, business, or prospects of the
Company since the date of the last financial statements made available to BGL. BGL assumed that, in the course of obtaining any necessary regulatory or third-party approvals and consents for the transaction, no modification, delay, limitation,
restriction, condition, or waiver will be imposed or granted, the effect of which would be material to BGLs analysis or opinion.
BGL further assumed, at the direction of the Transaction Committee, that the final executed Merger Agreement that was delivered by the parties
does not differ in respect material to its analysis or its opinion from the draft Merger Agreement, and that the same per share merger consideration was included in the final version of the Merger Agreement. BGL also assumed, at the direction of the
Transaction Committee, that the transaction will be consummated in accordance with the terms and conditions stated in the Merger Agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or any
material amendment to the Merger Agreement or waiver by any party of any condition stated in the Merger Agreement that would be material to its analysis or opinion. BGL assumed, at the direction of the Transaction Committee, that Tadano will be able
to finance the aggregate payment of the per share merger consideration. BGL assumed that the representations and warranties of the parties stated in the Merger Agreement are true and correct. Each assumption included in BGLs opinion was made
with the knowledge and consent of the Transaction Committee, and BGL relied upon each such assumption without independent verification as a predicate for its opinion.
BGLs opinion was rendered as of September 12, 2024, based upon information furnished to it, and its knowledge of economic, market
and other conditions as they existed and can be evaluated, as of such date. BGL disclaimed any undertaking or obligation to advise any person of any information that comes to its attention after September 12, 2024, or to supplement, revise or
withdraw its opinion in light of any such information.
BGLs opinion addresses only the fairness, from a financial point of view, of
the per share merger consideration to be received by the holders of Company common stock, other than the holders of Excluded Shares. It does not address any other issue, including, without limitation, the fairness of the amount or the nature of any
compensation payable to any of the officers, directors or employees of any party in connection with the transaction or any financial or non-financial terms of the Merger Agreement or the transaction. BGL is
not a legal, regulatory, accounting or tax expert and assumed that the Company and its other advisors assessed and acted upon all legal, regulatory, accounting and tax matters.
Furthermore, BGL did not make any independent valuation or appraisal of the assets or liabilities (contingent or otherwise) of the Company,
nor was BGL furnished with any such valuations or appraisals, nor did BGL conduct a comprehensive physical inspection of any assets of the Company. BGL did not analyze, nor was it requested to address, nor did it express any assurance regarding any
of the following: (i) the solvency of
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