Common use of Company Financial Statements Clause in Contracts

Company Financial Statements. Each of the Company and the Parent has delivered to the Purchaser: (i) such entity’s unaudited consolidated balance sheet as of December 31, 2006 (the “FYE Date”) and the related unaudited consolidated statements of operations, consolidated statements of convertible preferred stock and shareholders’ deficit and consolidated statements of cash flows for the year ended December 31, 2006, together with all related notes and schedules (collectively the “2006 Financial Statements”) and (ii) such entity’s unaudited consolidated balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”) and the related unaudited consolidated statements of operations and consolidated statements of cash flows for the nine months then ended (the “Interim Financial Statements” and, together with the 2006 Financial Statements, the “Financial Statements”). The Financial Statements fairly present the consolidated financial position of the Company, the Parent and their Subsidiaries and the results of operations and cash flows of the business of the Company, the Parent and their Subsidiaries as of the dates thereof and for the periods set forth therein, except as otherwise noted therein (subject, in the case of unaudited statements, to notes and normal, recurring year-end audit adjustments that are not expected to be material in effect). The Financial Statements have been prepared in accordance with GAAP consistently applied during the periods involved, except as noted in Section 3.10 of the Disclosure Schedule.

Company Financial Statements. Each Attached to Section 4.5 of the Company and the Parent has delivered to the Purchaser: Disclosure Schedule are (ia) such entity’s unaudited audited consolidated balance sheet sheets for the Company, Titan Asset Finance, Inc. (including its Subsidiary) and Titan Vendor Finance, Inc. (including its Subsidiaries), in each case, as of December 31, 2006 (the “FYE Date”) 2008 and the related unaudited audited consolidated statements of operations, consolidated statements of convertible preferred stock and shareholders’ deficit and consolidated statements of cash flows operations for the year ended period January 22, 2008 (date of inception) through December 31, 20062008 (such financial statements, together with all related notes and schedules (collectively including the footnotes contained therein, if any, the “2006 Company Audited Financial Statements”) ), and the reports thereon of independent certified public accountants, and (iib) such entity’s an unaudited consolidated balance sheet for the Company and each of its Subsidiaries (to the extent that such Subsidiary balance sheets are generally prepared) as of September 30, 2007 2009 and an unaudited consolidated statement of operations for the nine-month period ended September 30, 2009 (such financial statements, including the footnotes contained therein, if any, are referred to as the “Most Recent Balance Sheet”) and the related unaudited consolidated statements of operations and consolidated statements of cash flows for the nine months then ended (the “Company Interim Financial Statements,” and, together with the 2006 Company Audited Financial Statements, the “Company Financial Statements”). The Each of the Company Financial Statements fairly present has been prepared in accordance with GAAP consistently applied throughout the consolidated financial position periods covered by each such statement, is consistent with the books and records of the Company, and fairly presents, in all material respects, the Parent and their Subsidiaries consolidated financial condition of the Company as of the respective dates and the results of operations and cash flows of the business of the Company, the Parent and their Subsidiaries as of the dates thereof and Company for the respective periods set forth thereinthen ended, except as otherwise noted therein (subjectapplicable, subject to, in the case of unaudited statements, to the Company Interim Financial Statements (i) the absence of notes and normalschedules, recurring and (ii) normal year-end audit adjustments that are not expected to be material in effect). The Financial Statements have been prepared in accordance with GAAP consistently applied during the periods involved, except as noted in Section 3.10 of the Disclosure Scheduleadjustments.

Company Financial Statements. Each The Company has delivered to each Purchaser the following financial statements (collectively, the "Company Financial Statements"): (i) complete and correct copies of the consolidated balance sheets of the Company and the Parent has delivered to the Purchaser: (i) such entity’s unaudited consolidated balance sheet its Subsidiaries as of December 31, 2006 1998 and 1997 and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended, including the footnotes thereto, in each case audited by Deloitte & Touche LLP, (ii) complete and correct copies of the “FYE Date”) unaudited consolidated balance sheets of the Company and its Subsidiaries as of September 30, 1999 and September 30, 1998 and as of March 31, 1999 and June 30, 1999 and the related unaudited consolidated statements of operations, consolidated statements of convertible preferred stock stockholders' equity and shareholders’ deficit and consolidated statements of cash flows for such quarters, and, in the year ended December 31case of the quarters ending September 30, 20061999 and September 30, together with all related notes 1998, each of the months in such quarters, respectively, then ended, (iii) complete and schedules (collectively correct copies of the “2006 Financial Statements”) and (ii) such entity’s unaudited consolidated pro forma balance sheet of the Company and its Subsidiaries as of September 30, 2007 (the “Most Recent Balance Sheet”) 1999, and the related unaudited pro forma consolidated statements of operations and consolidated statements of cash flows for the nine months then ended September 30, 1999 and (iv) complete and correct copies of unaudited consolidated monthly financial statements for each of the “Interim Financial Statements” andmonths from July through October 1999, together with in each case showing a comparison of such financial statements to the 2006 Financial Statements, budget for the “Financial Statements”)applicable month. The Each of the consolidated balance sheets contained in the Company Financial Statements fairly present presents in all material respects the consolidated financial position of the CompanyCompany and its Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity and cash flows included in the Parent and their Subsidiaries and Company Financial Statements fairly presents in all material respects the consolidated results of operations and income, retained earnings and stockholders' equity or cash flows flows, as the case may be, of the business of the Company, the Parent Company and their its Subsidiaries as of the dates thereof and for the periods set forth therein, except as otherwise noted therein to which they relate (subject, in the case of any unaudited interim financial statements, to notes and normal, recurring normal year-end audit adjustments that are will not expected to be material in amount or effect), in each case in accordance with GAAP. The pro forma financial statements of the Company and its Subsidiaries contained in the Company Financial Statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the date and for the periods to which they relate, in each case after giving effect to the Transactions, have been prepared in accordance with GAAP consistently applied during the periods involvedCommission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, except as noted and the assumptions used in Section 3.10 the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the Transactions. All projections provided by or on behalf of the Disclosure ScheduleCompany to the Purchasers in connection with the Transactions have been prepared in good faith based on assumptions believed by management of the Company to be reasonable.

Company Financial Statements. Each SECTION 2.7 of the Company and Disclosure Schedule sets forth the Parent has delivered to the Purchaser: Company's (i) such entity’s unaudited consolidated balance sheet as of December 31, 2006 2003 and the related consolidated statement of income, cash flow and stockholders' equity for the twelve (12) month period then ended (the “FYE Date”"2003 YEAR-END FINANCIALS"), (ii) audited balance sheet as of December 31, 2002 and the related consolidated statements of income, cash flow and stockholders' equity for the twelve (12) month period then ended (the "2002 YEAR-END FINANCIALS"), and (iii) unaudited balance sheet as of March 31, 2004 (the "BALANCE SHEET DATE"), and the related unaudited consolidated statements statement of operationsincome, consolidated statements of convertible preferred stock cash flow and shareholders’ deficit and consolidated statements of cash flows stockholders' equity for the year ended December 31, 2006, together with all related notes and schedules (collectively the “2006 Financial Statements”) and (ii) such entity’s unaudited consolidated balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”) and the related unaudited consolidated statements of operations and consolidated statements of cash flows for the nine three months then ended (the “Interim Financial Statements” and, together with the 2006 Financial Statements, the “Financial Statements”"INTERIM FINANCIALS"). The Financial Statements fairly present the consolidated financial position of the Company2003 Year-End Financials, the Parent and their Subsidiaries 2002 Year-End Financials, and the results of operations Interim Financials (collectively referred to as the "FINANCIALS") have been, and cash flows of the business of the CompanyAdditional Financials (as defined in SECTION 6.14) will be, the Parent and their Subsidiaries as of the dates thereof and for the periods set forth therein, except as otherwise noted therein (subject, in the case of unaudited statements, to notes and normal, recurring year-end audit adjustments that are not expected to be material in effect). The Financial Statements have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods indicated and consistent with each other (except that the Interim Financials and any unaudited Additional Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials present, and the Additional Financials will present, fairly the Company's financial condition, operating results and cash flows as of the dates and during the periods involvedindicated therein, except as noted subject in Section 3.10 the case of the Disclosure ScheduleInterim Financials and any unaudited Additional Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company's unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the "CURRENT BALANCE SHEET."

Company Financial Statements. Each (a) Section 4.08(a) of the Company Disclosure Letter sets forth true and the Parent has delivered to the Purchaser: complete copies of (i) such entity’s the unaudited consolidated balance sheet of the Company (including the Company Subsidiaries and Katahdin) as of December 31, 2006 (the “FYE Date”) 2018 and the related unaudited consolidated statements of operations, consolidated statements of convertible preferred stock and shareholders’ deficit and consolidated statements of cash flows for the year ended December 31, 20062017, together with all related notes and schedules (collectively the “2006 Financial Statements”) and (ii) such entity’s unaudited consolidated balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”) and the related unaudited consolidated statements of operations and consolidated statements of cash flows for the fiscal years then ended (such financial statements, the “Annual Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company (including the Company Subsidiaries and Katahdin) as of September 30, 2019 (the “Interim Balance Sheet”), and the related unaudited consolidated statements of operations for the nine (9) months then ended (such financial statements, the “Interim Financial Statements” and”, and together with the 2006 Annual Financial Statements, the “Company Financial Statements”). The Company Financial Statements (A) fairly present in all material respects the consolidated financial position condition and the consolidated results of operations, and, with respect to the Annual Financial Statements only, cash flows of the Company, the Parent and their Company Subsidiaries and the results of operations and cash flows of the business of the CompanyKatahdin, the Parent and their Subsidiaries as of the respective dates thereof of, and for the periods set forth thereinreferred to in, except as otherwise noted therein (subject, in the case of unaudited statements, to notes and normal, recurring year-end audit adjustments that are not expected to be material in effect). The Company Financial Statements and (B) have been prepared in accordance with GAAP consistently GAAP, applied on a consistent basis during the periods involved, except as noted for the absence of footnotes and in Section 3.10 the case of the Disclosure ScheduleInterim Financial Statements normal year-end adjustments which are not material in amount.

Company Financial Statements. Each The Company has previously delivered to Parent the audited consolidated balance sheets of the Company and the Parent has delivered to the Purchaser: (i) such entity’s unaudited consolidated balance sheet as of December 31June 30, 2006 (the “FYE Date”) 1999 and June 30, 1998 and the related unaudited consolidated statements of operations, consolidated statements of convertible preferred stock and shareholders’ deficit and consolidated statements of cash flows for the year ended December 31, 2006, together with all related notes and schedules (collectively the “2006 Financial Statements”) and (ii) such entity’s unaudited consolidated balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”) and the related unaudited audited consolidated statements of operations and consolidated statements of changes in stockholders' equity and cash flows for each of the nine months then years ended June 30, 1999 and June 30, 1998 (the “Interim Financial Statements” and, together with the 2006 Financial Statements, the “Financial Statements”"COMPANY AUDITED FINANCIAL STATEMENTS"). The Company Audited Financial Statements fairly present fairly, in all material respects, the consolidated financial position of the Company, the Parent Company and their Subsidiaries and the results of operations and cash flows of the business of the Company, the Parent and their its Subsidiaries as of the dates thereof and their results of operations and changes in stockholders' equity and cash flows for the periods set forth thereinthen ended in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods then ended. The Company has also previously delivered to Parent the unaudited consolidated statement of operations of the Company and its Subsidiaries for the three months ended September 30, except 1999 and the unaudited consolidated balance sheet of the Company and its Subsidiaries as otherwise noted therein of September 30, 1999 (subjectthe "BALANCE SHEET DATE") (collectively, in the case of unaudited statements, to notes and normal, recurring year-end audit adjustments that are not expected to be material in effect"COMPANY UNAUDITED FINANCIAL STATEMENTS"). The consolidated balance sheet included in the Company Unaudited Financial Statements have been prepared (including any related notes) (the "COMPANY BALANCE SHEET") presents fairly, in all material respects, the financial position of the Company and its Subsidiaries as of the Balance Sheet Date and the consolidated statement of operations included in the Company Unaudited Financial Statements (including any related notes) presents fairly the results of operations of the Company and its Subsidiaries for the three months ended September 30, 1999, in each case in accordance with GAAP consistently applied during the periods involved, except as noted otherwise stated therein (or in Section 3.10 any related notes) and except for the lack of the Disclosure Schedulefootnotes and subject to normal audit adjustments which are not material in amount.

Company Financial Statements. Each Section 3.10 of the Company Disclosure Letter contains accurate and the Parent has delivered to the Purchaser: complete copies of (i) such entity’s the Audited Company Balance Sheet and the related statements of operations and cash flows for the year then ended (the “Audited Financial Statements” and February 28, 2022, the “Audited Financials Date”) and (ii) the unaudited consolidated balance sheet as of December May 31, 2006 2022 (the “FYE Latest Financials Date”) and the related unaudited consolidated statements of operations, consolidated statements of convertible preferred stock and shareholders’ deficit and consolidated statements of cash flows for the year ended December 31, 2006, together with all related notes and schedules (collectively the “2006 Financial Statements”) and (ii) such entity’s unaudited consolidated balance sheet as of September 30, 2007 (the “Most Recent Balance Sheet”) and the related unaudited consolidated statements of operations and consolidated statements of cash flows of the Company and its Subsidiaries for the nine months three-month period then ended (the “Interim Latest Financial Statements” and”, and the Latest Financial Statements together with the 2006 Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules): (x) were prepared in accordance with GAAP (except as may be indicated in the notes thereto or as otherwise permitted by the rules of the OTC (none of which would be material individually or in the aggregate if disclosed or recorded and which are expected to be consistent with past practice)); and (y) fairly present present, in all material respects, the consolidated financial position of the Company, Company Group as of the Parent and their Subsidiaries dates thereof and the consolidated results of operations and cash flows of the business of the Company, the Parent and their Subsidiaries as of the dates thereof and for the periods set forth therein, except as otherwise noted therein then ended (subject, in the case of the unaudited financial statements, to notes normal and normal, recurring year-end audit adjustments and to any other adjustment described therein). Except as have been described in the Company OTC Reports, there are no unconsolidated Subsidiaries of the Company or off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are not expected material to be material in effect). The Financial Statements have been prepared in accordance with GAAP consistently applied during the periods involved, except as noted in Section 3.10 of the Disclosure Scheduleinvestors.

Company Financial Statements. Each The Company shall use its reasonable best efforts to provide Parent, within 60 days following the date of this Agreement, (a) the audited consolidated balance sheets of the Company and its Subsidiaries as of June 30, 2002 and June 30, 2001, and the Parent has delivered to related audited consolidated income statements, statements of changes in shareholders equity and cash-flow statements of the Purchaser: Company and its Subsidiaries for the fiscal years ended on such dates, in each case together with the report thereon of Mxxxxxx Xxxxxxxx & Co. the independent certified public accountants of the Company, (ib) such entity’s the unaudited consolidated balance sheet of the Company and its Subsidiaries as of December March 31, 2006 (the “FYE Date”) 2003 and the related unaudited consolidated income statements, statements of operations, consolidated changes in shareholders equity and cash-flow statements of convertible preferred stock the Company and shareholders’ deficit its Subsidiaries for the nine-month period then ended and consolidated (c) any other financial statements of cash flows for the year ended December 31Company and its consolidated Subsidiaries required to be included in the Registration Statement and the Proxy Statement pursuant to the Securities Act and the Exchange Act (the financial statements described in clause (a), 2006, together with all related notes and schedules (collectively the “2006 Financial Statements”b) and (iic) such entity’s unaudited consolidated balance sheet are collectively referred to as of September 30, 2007 (the “Most Recent Balance Sheet”) and the related unaudited consolidated statements of operations and consolidated statements of cash flows for the nine months then ended (the “Interim Financial Statements” and, together with the 2006 Financial Statements, the “Financial Statements”"ADDITIONAL COMPANY FINANCIAL STATEMENTS"). The Additional Company Financial Statements will be derived from and will be in accordance with the books and records of the Company and its consolidated Subsidiaries and will fairly present the consolidated financial position condition of the Company, Company and such Subsidiaries as of the Parent and their Subsidiaries dates thereof and the consolidated results of operations and cash flows of the business of the Company, the Parent Company and their such Subsidiaries as of the dates thereof and for the periods set forth thereinthen ended and will be prepared in conformity with GAAP consistently applied, except as otherwise noted therein (subject, subject in the case of unaudited statements, the interim financial statements to notes the absence of certain footnote disclosures and normal, recurring normal year-end audit adjustments that are not expected to be material in effect). The Financial Statements have been prepared in accordance with GAAP consistently applied during the periods involved, except as noted in Section 3.10 of the Disclosure Scheduleadjustments.

Company Financial Statements. Each (a) Schedule 2.8 sets forth the (i) audited financial statements of the Company and (including, in each case, any related notes thereto), consisting of the Parent has delivered to audited balance sheets of the Purchaser: (i) such entity’s unaudited consolidated balance sheet Company as of December 3128, 2006 (the “FYE Date”) 2013 and December 29, 2012, and the related unaudited consolidated audited statements of operations, consolidated statements of convertible preferred stock stockholders’ equity and shareholders’ deficit and consolidated statements of cash flows for the year ended December 31years then ended, 2006which financial statements are accompanied by the signed unqualified opinion of McGladrey LLP, together with all related notes and schedules (collectively independent accountants of the “2006 Financial Statements”) Company for such years, and (ii) such entity’s the unaudited consolidated financial statements of the Company, consisting of the balance sheet of the Company as of September 30May 24, 2007 2014 (the “Most Recent Balance Sheet”) and the related unaudited consolidated statements statement of operations operations, statement of stockholders’ equity and consolidated statements statement of cash flows for the nine months five (5) fiscal month period then ended (the “Interim Financial Statements” andforegoing financial statements of the Company and any notes thereto, together with the 2006 Financial Statementscollectively, the “Financial Statements”). The Financial Statements (i) accurately reflect in all material respects the books and records of the Company as of the times and for the periods referred to therein, (ii) were prepared in accordance with GAAP, consistently applied throughout and among the periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for GAAP and exclude normal recurring year-end adjustments, which are not reasonably expected to be material in amount), and (iii) fairly present in all material respects the consolidated assets, liabilities and financial position of the Company, Company as of the Parent and their Subsidiaries respective dates referred to therein and the results of operations and cash flows of the business of the Company, the Parent and their Subsidiaries as of the dates thereof and Company for the periods set forth referred to therein, except as otherwise noted therein (subject, in the case of unaudited statements, to notes and normal, recurring year-end audit adjustments that are not expected to be material in effect). The Financial Statements have been prepared in accordance with GAAP consistently applied during the periods involved, except as noted in Section 3.10 of the Disclosure Schedule.

Company Financial Statements. Each The Company has previously delivered to Parent the audited consolidated balance sheets of the Company and the Parent has delivered to the Purchaser: (i) such entity’s unaudited consolidated balance sheet as of December 31, 2006 (the “FYE Date”) 1998 and December 31, 1997 and the related unaudited audited consolidated statements of operations, consolidated statements of convertible preferred stock operations and shareholders’ deficit changes in stockholders' equity and consolidated statements of cash flows for each of the years ended December 31, 1998 and December 31, 1997 (the "Company Audited Financial Statements"). The Company Audited Financial Statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries as of the dates thereof and their results of operations and changes in stockholders' equity and cash flows for the periods then ended in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods then ended. The Company has also previously delivered to Parent the unaudited consolidated statement of operations of the Company and its Subsidiaries for the year ended December 31, 2006, together with all related notes 1999 and schedules (collectively the “2006 Financial Statements”) and (ii) such entity’s unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30December 31, 2007 1999 (the “Most Recent "Balance Sheet”Sheet Date") and (collectively, the related unaudited consolidated statements of operations and consolidated statements of cash flows for the nine months then ended (the “Interim "Company Unaudited Financial Statements” and, together with the 2006 Financial Statements, the “Financial Statements”"). The consolidated balance sheet included in the Company Unaudited Financial Statements fairly present (including any related notes) (the consolidated "Company Balance Sheet") presents fairly, in all material respects, the financial position of the Company, Company and its Subsidiaries as of the Parent Balance Sheet Date and their Subsidiaries and the consolidated statement of operations included in the Company Unaudited Financial Statements (including any related notes) fairly present the results of operations and cash flows of the business of the Company, the Parent Company and their its Subsidiaries as of the dates thereof and for the periods set forth thereinyear ended December 31, except as otherwise noted therein (subject1999, in the each case of unaudited statements, to notes and normal, recurring year-end audit adjustments that are not expected to be material in effect). The Financial Statements have been prepared in accordance with GAAP (consistently applied during the periods involvedapplied), except as noted and in Section 3.10 of the Disclosure Scheduleeach case reflect all normal, recurring audit adjustments.

Company Financial Statements. Each (a) Section 2.8 of the Company and Disclosure Schedule sets forth the Parent has delivered to the Purchaser: Company’s (i) such entityunaudited consolidated balance sheet as of January 31, 2011 and as of January 31, 2010, and the related consolidated statement of operations, consolidated statement of redeemable convertible preferred stock and stockholders’ deficit and comprehensive income (loss), and consolidated statement of cash flows for the years then ended (the “Year-End Financials”), and (ii) unaudited consolidated balance sheet as of April 30, 2011 (the “Balance Sheet Date”), and the related consolidated statement of operations, and consolidated statement of cash flows for the three-months ended April 30, 2011 (the “Interim Financials”). The Year-End Financials and the Interim Financials (collectively, the “Financials”) and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to the Financials, except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials present fairly the Company’s consolidated financial position as of the dates indicated and its consolidated operating results and cash flows for the periods indicated, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of December 31, 2006 (the Balance Sheet Date is referred to hereinafter as the “FYE Date”) and the related unaudited consolidated statements of operations, consolidated statements of convertible preferred stock and shareholders’ deficit and consolidated statements of cash flows for the year ended December 31, 2006, together with all related notes and schedules (collectively the “2006 Financial Statements”) and (ii) such entity’s unaudited consolidated balance sheet as of September 30, 2007 (the “Most Recent Current Balance Sheet.”) and the related unaudited consolidated statements of operations and consolidated statements of cash flows for the nine months then ended (the “Interim Financial Statements” and, together with the 2006 Financial Statements, the “Financial Statements”). The Financial Statements fairly present the consolidated financial position of the Company, the Parent and their Subsidiaries and the results of operations and cash flows of the business of the Company, the Parent and their Subsidiaries as of the dates thereof and for the periods set forth therein, except as otherwise noted therein (subject, in the case of unaudited statements, to notes and normal, recurring year-end audit adjustments that are not expected to be material in effect). The Financial Statements have been prepared in accordance with GAAP consistently applied during the periods involved, except as noted in Section 3.10 of the Disclosure Schedule.

Company Financial Statements. Each of the Company and the Parent has delivered to the Purchaser: (i) such entity’s 's unaudited consolidated balance sheet as of December 31, 2006 (the “"FYE Date”") and the related unaudited consolidated statements of operations, consolidated statements of convertible preferred stock and shareholders’ ' deficit and consolidated statements of cash flows for the year ended December 31, 2006, together with all related notes and schedules (collectively the “"2006 Financial Statements”") and (ii) such entity’s 's unaudited consolidated balance sheet as of September 30, 2007 (the “"Most Recent Balance Sheet”") and the related unaudited consolidated statements of operations and consolidated statements of cash flows for the nine months then ended (the “"Interim Financial Statements” " and, together with the 2006 Financial Statements, the “"Financial Statements”"). The Financial Statements fairly present the consolidated financial position of the Company, the Parent and their Subsidiaries and the results of operations and cash flows of the business of the Company, the Parent and their Subsidiaries as of the dates thereof and for the periods set forth therein, except as otherwise noted therein (subject, in the case of unaudited statements, to notes and normal, recurring year-end audit adjustments that are not expected to be material in effect). The Financial Statements have been prepared in accordance with GAAP consistently applied during the periods involved, except as noted in Section 3.10 of the Disclosure Schedule.

Company Financial Statements. Each The Company has delivered to the ---------------------------- Purchasers (collectively, the "Company Financial Statements") (i) complete and ---------------------------- correct copies of the consolidated balance sheets of the Company and its Subsidiaries as of June 30, 1996, 1997 and 1998 and the Parent has delivered to related consolidated statements of operations, stockholders' equity and cash flows for the Purchaser: years then ended, including the footnotes thereto, certified by the Company's independent certified public accountants, (iii) such entity’s complete and correct copies of the unaudited consolidated balance sheet sheets of the Company and its Subsidiaries as of December 31September 30, 2006 (the “FYE Date”) 1998 and the related unaudited consolidated statements of operations, consolidated statements of convertible preferred stock stockholders' equity and shareholders’ deficit and consolidated statements of cash flows for the year quarter then ended December 31, 2006, together with all related notes and schedules (collectively the “2006 Financial Statements”) and (iiiii) such entity’s unaudited a complete and correct copy of the consolidated balance sheet of the Company and its Subsidiaries as of September November 30, 2007 (the “Most Recent Balance Sheet”) 1998 and the related unaudited consolidated statements statement of operations and consolidated statements of cash flows for the nine months month then ended (ended. Each of the “Interim Financial Statements” and, together with consolidated balance sheets contained in the 2006 Financial Statements, the “Financial Statements”). The Company Financial Statements fairly present the consolidated financial position of the CompanyCompany and its Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity and cash flows included in the Parent and their Subsidiaries and Company Financial Statements fairly presents the consolidated results of operations and income, retained earnings and stockholders' equity or cash flows flows, as the case may be, of the business of the Company, the Parent Company and their its Subsidiaries as of the dates thereof and for the periods set forth therein, except as otherwise noted therein to which they relate (subject, in the case of any unaudited interim financial statements, to notes and normal, recurring normal year-end audit adjustments that are will not expected to be material in amount or effect). The Financial Statements have been prepared , in each case in accordance with GAAP consistently applied on a consistent basis during the periods involved, except as noted therein. All projections provided by the Company to the Purchasers in Section 3.10 connection with the Transactions have been prepared in good faith based on assumptions believed by management of the Disclosure ScheduleCompany to be reasonable.

Company Financial Statements. Each Section 3.5 of the Company Disclosure Schedule includes true, complete and correct copies of the Parent has delivered to the Purchaser: Company's audited financial statements (ibalance sheets, income statements and statements of cash flows) such entity’s unaudited consolidated balance sheet as of and for the fiscal year ending December 31, 2006 (the “FYE Date”) 1996 and the related Company's unaudited consolidated financial statements of operations(balance sheets, consolidated statements of convertible preferred stock income statement and shareholders’ deficit and consolidated statements statement of cash flows flow) as of and for the year ended fiscal years ending December 31, 2006, together with all related notes 1994 and schedules (collectively 1995 and the “2006 Financial Statements”) and (ii) such entity’s unaudited consolidated balance sheet as of nine-month period ended September 30, 2007 1997 (collectively, the “Most Recent Balance Sheet”) and the related unaudited consolidated statements of operations and consolidated statements of cash flows for the nine months then ended (the “Interim "Financial Statements” and, together with the 2006 Financial Statements, the “Financial Statements”"). The Financial Statements (i) were prepared in accordance with the books and records of the Company; (ii) except as noted on the auditors' report accompanying the Company's audited financial statements, the Financial Statements comply in all material respects with applicable accounting requirements, have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied, subject in the case of the Company's unaudited financial statements, (x) to normal year-end audit adjustments, which individually or in the aggregate will not be material, and (y) to the omission of footnote information; and (iii) are accurate in all material respects and, with respect to the Company's audited financial statements, fairly present the consolidated Company's financial position of the Company, the Parent and their Subsidiaries condition and the results of its operations and cash flows of as at the business of the Company, the Parent and their Subsidiaries as of the relevant dates thereof and for the periods set forth thereincovered thereby. The balance sheet of the Company as of December 31, except 1996 is referred to as otherwise noted therein (subject, the "Balance Sheet" and the date of the Balance Sheet is referred to as the "Balance Sheet Date." Since the Balance Sheet Date there has been no change in the case of unaudited statements, to notes and normal, recurring year-end audit adjustments that are not expected to be material in effect). The Financial Statements have been prepared in accordance with GAAP consistently applied during the periods involved, except as noted in Section 3.10 of the Disclosure ScheduleCompany's accounting policies.

Company Financial Statements. Each (a) Section 2.8 of the Company and Disclosure Schedule sets forth the Parent has delivered to the Purchaser: Company’s (i) such entity’s unaudited audited consolidated balance sheet as of December 31, 2006 (the “FYE Date”) 2008, and the related unaudited consolidated statements statement of operations, consolidated statements statement of redeemable convertible preferred stock and shareholdersstockholders’ deficit and comprehensive income (loss), and consolidated statements statement of cash flows for the year ended December 31, 20062008, together with all related notes and schedules the corresponding report of PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm (collectively the “2006 Financial StatementsCompany’s Auditors”) (the “Year-End Financials”), and (ii) such entityunaudited consolidated balance sheet as of June 30, 2009 (the “Balance Sheet Date”), and the related consolidated statement of operations, consolidated statement of redeemable convertible preferred stock and stockholders’ deficit and comprehensive income (loss), and consolidated statement of cash flows for the six-months ended June 30, 2009 (the “Interim Financials”). The Year-End Financials and the Interim Financials (collectively, the “Financials”) and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to the Financials, except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials present fairly in all material respects the Company’s consolidated financial position as of the dates indicated and its consolidated operating results and cash flows for the periods indicated, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of September 30, 2007 (the Balance Sheet Date is referred to hereinafter as the “Most Recent Current Balance Sheet.”) and the related unaudited consolidated statements of operations and consolidated statements of cash flows for the nine months then ended (the “Interim Financial Statements” and, together with the 2006 Financial Statements, the “Financial Statements”). The Financial Statements fairly present the consolidated financial position of the Company, the Parent and their Subsidiaries and the results of operations and cash flows of the business of the Company, the Parent and their Subsidiaries as of the dates thereof and for the periods set forth therein, except as otherwise noted therein (subject, in the case of unaudited statements, to notes and normal, recurring year-end audit adjustments that are not expected to be material in effect). The Financial Statements have been prepared in accordance with GAAP consistently applied during the periods involved, except as noted in Section 3.10 of the Disclosure Schedule.