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serve. We
have historically depended on a limited number of third parties to supply key finished goods and raw materials to us. Failure to obtain
a sufficient supply of these finished goods and raw materials in a timely fashion and at reasonable costs could significantly delay our
delivery of products, which would cause us to breach our sales contracts with our customers. We
have historically purchased certain key finished goods and raw materials, such as pre-manufactured doors, cabinets, countertops, lumber
and hardware, from a limited number of suppliers. We purchased finished goods and raw materials on the basis of purchase orders. In the
absence of firm and long-term contracts, we may not be able to obtain a sufficient supply of these finished goods and raw materials from
our existing suppliers or alternates in a timely fashion or at a reasonable cost. If we fail to secure a sufficient supply of key finished
goods and raw materials in a timely fashion, it would result in a significant delay in our delivery of products, which may cause us to
breach our sales contracts with our customers. Furthermore, failure to obtain sufficient supply of these finished goods and raw materials
at a reasonable cost could also harm our revenue and gross profit margins. Increased
prices for finished goods or raw materials could increase our cost of revenues and decrease demand for our products, which could adversely
affect our revenue or profitability. Our
profitability is affected by the prices of the finished goods and raw materials used in the manufacturing and sale of our products. These
prices may fluctuate based on a number of factors beyond our control, including, among others, changes in supply and demand, general
economic conditions, labor costs, competition, import duties, tariffs, currency exchange rates and, in some cases, government regulation.
Increased prices could adversely affect our profitability or revenues. We do not have long-term supply contracts for the finished goods
and raw materials; however, we enter into pricing agreements with certain customers which fix their pricing for specified periods ranging
from one to twelve months. Significant increases in the prices of finished goods and raw materials could adversely affect our profit
margins, especially if we are not able to recover these costs by increasing the prices we charge our customers for our products. 60 Interruptions
in deliveries of finished goods and raw materials could adversely affect our revenue or profitability. Our
dependency upon regular deliveries from particular suppliers means that interruptions or stoppages in such deliveries could adversely
affect our operations until arrangements with alternate suppliers could be made. If any of our suppliers were unable to deliver finished
goods and raw materials to us for an extended period of time, as the result of financial difficulties, catastrophic events affecting
their facilities or other factors beyond our control, or if we were unable to negotiate acceptable terms for the supply of finished goods
and raw materials with these or alternative suppliers, our business could suffer. We may not be able to find acceptable alternatives,
and any such alternatives could result in increased costs for us. Even if acceptable alternatives are found, the process of locating
and securing such alternatives might be disruptive to our business. Extended unavailability of a necessary finished good or raw material
could cause us to cease manufacturing or selling one or more of our products for a period of time. Environmental
requirements applicable to our facilities may impose significant environmental compliance costs and liabilities, which would adversely
affect our results of operations. Our
facilities are subject to numerous federal, state and local laws and regulations relating to pollution and the protection of the environment,
including those governing emissions to air, discharges to water, storage, treatment and disposal of waste, remediation of contaminated
sites and protection of worker health and safety. We believe we are in substantial compliance with all applicable requirements. However,
our efforts to comply with environmental requirements do not remove the risk that we may be held liable, or incur fines or penalties,
and that the amount of liability, fines or penalties may be material, for, among other things, releases of hazardous substances occurring
on or emanating from current or formerly owned or operated properties or any associated offsite disposal location, or for contamination
discovered at any of our properties from activities conducted by previous occupants. Changes
in environmental laws and regulations or the discovery of previously unknown contamination or other liabilities relating to our properties
and operations could result in significant environmental liabilities. In addition, we might incur significant capital and other costs
to comply with increasingly stringent air emission control laws and enforcement policies which would decrease our cash flow. We
may fail to fully realize the anticipated benefits of our growth strategy within the multi-family and commercial properties channels. Part
of our growth strategy depends on expanding our business in the multi-family and commercial properties channels. We may fail to compete
successfully against other companies that are already established providers within those channels. Demand for our products within the
multi-family and commercial properties channels may not grow, or might even decline. In addition, trends within the industry change often,
we may not accurately gauge consumer preferences and successfully develop, manufacture and market our products. Our failure to anticipate,
identify or react to changes in these trends could lead to, among other things, rejection of a new product line, reduced demand and price
reductions for our products, and could adversely affect our sales. Further, the implementation of our growth strategy may place additional
demands on our administrative, operational and financial resources and may divert management’s attention away from our existing
business and increase the demands on our financial systems and controls. If our management is unable to effectively manage growth, our
business, financial condition or results of operations could be adversely affected. If our growth strategy is not successful then our
revenue and earnings may not grow as anticipated or may decline, we may not be profitable, or our reputation and brand may be damaged.
In addition, we may change our financial strategy or other components of our overall business strategy if we believe our current strategy
is not effective, if our business or markets change, or for other reasons, which may cause fluctuations in our financial results. Risks
Related to Our Automotive Supply Business If
we fail to offer a broad selection of products at competitive prices or fail to maintain sufficient inventory to meet customer demands,
our revenue could decline. In
order to expand our business, we must successfully offer, on a continuous basis, a broad selection of products that meet the needs of
our customers, including by being the first to market with new products. In addition, to be successful, our product offerings must be
broad and deep in scope, competitively priced, well-made, innovative and attractive to a wide range of consumers. We cannot predict with
certainty that we will be successful in offering products that meet all of these requirements. Moreover, even if we offer a broad selection
of products at competitive prices, we must maintain sufficient in-stock inventory to meet consumer demand. If our product offerings fail
to satisfy our customers’ requirements or respond to changes in customer preferences or we otherwise fail to maintain sufficient
in-stock inventory, our revenue could decline. 61 We
are highly dependent upon key suppliers and an interruption in such relationships or our ability to obtain products from such suppliers
could adversely affect our business and results of operations. In 2022 and 2021, Wolo purchased a substantial portion of finished
goods from four third-party vendors which comprised of 84.7% and 61.4% of its purchases, respectively. Our ability to acquire products
from our suppliers in amounts and on terms acceptable to us is dependent upon a number of factors that could affect our suppliers and
which are beyond our control. For example, financial or operational difficulties that some of our suppliers may face could result in an
increase in the cost of the products we purchase from them. If we do not maintain our relationships with our existing suppliers or develop
relationships with new suppliers on acceptable commercial terms, we may not be able to continue to offer a broad selection of merchandise
at competitive prices and, as a result, we could lose customers and our sales could decline. We
also have limited control over the products that our suppliers purchase or keep in stock. Our suppliers may not accurately forecast the
products that will be in high demand or they may allocate popular products to other resellers, resulting in the unavailability of certain
products for delivery to our customers. Any inability to offer a broad array of products at competitive prices and any failure to deliver
those products to our customers in a timely and accurate manner may damage our reputation and brand and could cause us to lose customers
and our sales could decline. In
addition, the increasing consolidation among auto parts suppliers may disrupt or end our relationship with some suppliers, result in
product shortages and/or lead to less competition and, consequently, higher prices. Furthermore, as part of our routine business, suppliers
extend credit to us in connection with our purchase of their products. In the future, our suppliers may limit the amount of credit they
are willing to extend to us in connection with our purchase of their products. If this were to occur, it could impair our ability to
acquire the types and quantities of products that we desire from the applicable suppliers on acceptable terms, severely impact our liquidity
and capital resources, limit our ability to operate our business and could have a material adverse effect on our financial condition
and results of operations. We
are dependent upon relationships with manufacturers in Taiwan and China, which exposes us to complex regulatory regimes and logistical
challenges. Most of our
manufacturing is outsourced to contract manufacturers in China and Taiwan, resulting in additional factors could interrupt our
relationships or affect our ability to acquire the necessary products on acceptable terms, includin ● political,
social and economic instability and the risk of war or other international incidents in Asia
or abroad; ● fluctuations
in foreign currency exchange rates that may increase our cost of products; ● imposition
of duties, taxes, tariffs or other charges on imports; ● difficulties
in complying with import and export laws, regulatory requirements and restrictions; ● natural
disasters and public health emergencies, such as the recent COVID-19 pandemic; ● import
shipping delays resulting from foreign or domestic labor shortages, slow-downs, or stoppage;
and ● the
failure of local laws to provide a sufficient degree of protection against infringement of
our intellectual property; ● imposition
of new legislation relating to import quotas or other restrictions that may limit the quantity
of our products that may be imported into the U.S. from countries or regions where we do