Common use of Company Financial Statements Clause in Contracts

Company Financial Statements. The Company’s consolidated financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses, together with the related notes, comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statements of earnings and shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2004, 2005 and 2006 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except for normal year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data of the Company and all operating data of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data of the Company and the summary consolidated financial data of the Company have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statements, and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

Company Financial Statements. The Section 2.7(i) of the Disclosure Schedule sets forth the Company’s (i)(a) audited consolidated financial balance sheet as of March 31, 2009, and the related consolidated statements included or incorporated by reference in of income, cash flow and stockholders’ equity for the Registration Statement12-month then ended (together the “Fiscal 2008 Financials”), (b) audited consolidated balance sheet as of December 31, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 9-month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (collectively, the Time “Year-End Financials”), and (ii) the unaudited consolidated balance sheet as of Sale Information March 31, 2011 (the “Balance Sheet Date”), and the Prospectusesrelated unaudited consolidated statements of income, together with cash flow and stockholders’ equity for the related notes, comply 3-month period then ended (the “Interim Financials”). The Year-End Financials and the Interim Financials (collectively referred as the “Financials”) are true and correct in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statements of earnings and shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2004, 2005 and 2006 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP Relevant Accounting Standards applied on a consistent basis throughout the periods involved (except for indicated and consistent with each other. The Financials present fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year year-end adjustments), which are not material in amount or significance in any individual case or in the aggregate. The selected Company’s unaudited consolidated financial data balance sheet as of the Company, Balance Sheet Date is referred to hereinafter as the summary consolidated financial data “Current Balance Sheet.” Section 2.7(ii) of the Company and all operating data Disclosure Schedule sets forth a backlog schedule as of the date hereof that reflects the contract end date and application fees to be invoiced for the period from the date hereof to the contract end date, and such schedule is accurate in all material respects. The books and records of each Acquired Company included or incorporated by reference in the Registration Statementhave been, the Time of Sale Information and the Prospectuses present fairly are being maintained in all material respects the information shown therein in accordance with applicable legal and accounting requirements and the selected consolidated financial data Financials are consistent with such books and records. No Acquired Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As of the Company and the summary consolidated financial data of the Company have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration StatementClosing Date, the Time of Sale Information Financials (x) will be true and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly correct in all material respects the information shown therein, and will have been prepared in accordance with Canadian Securities Laws Relevant Account Standards applied on a consistent basis throughout the periods indicated and consistent with respect to pro forma financial statementseach other, and have been properly compiled on (y) will present fairly the bases described thereinCompany’s consolidated financial condition, operating results and cash flows as of the assumptions used in dates and during the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to periods indicated therein.

Company Financial Statements. The Company’s consolidated financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses, together with the related notes, comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position Section 4.6(a) of the Company and its consolidated subsidiaries at the dates indicated and Disclosure Schedule sets forth (i) the consolidated statements of earnings and shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2004, 2005 and 2006 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except for normal year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data of the Company and all operating data of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data balance sheets of the Company and the summary consolidated financial data Company Subsidiaries as of December 31, 2005 and December 31, 2006, and the Company have been compiled on a basis consistent with that of the audited or unaudited consolidated financial related statements of operations and members’ equity for the Company included or incorporated by reference in the Registration Statementfiscal years then ended (collectively, the Time of Sale Information “Audited Financial Statements”), and (ii) the Prospectuses. The pro forma financial statements interim balance sheet of the Company and the related notes thereto included or incorporated by reference in Company Subsidiaries as of September 30, 2007 (the Registration Statement“Company Balance Sheet,” and such date, the Time of Sale Information “Company Balance Sheet Date”), and the Prospectuses present fairly in all material respects related statements of operations, cash flows and members’ equity for the information shown thereinnine month fiscal periods ended September 30, 2006 and September 30, 2007, respectively (collectively with the Company Balance Sheet, the “Interim Financial Statements”), which Interim Financial Statements have been reviewed by the Company’s independent certified public accounting firm in accordance with Statement of Auditing Standards 100, and (iii) the interim unaudited and unreviewed statements of operations of the Company and the Company Subsidiaries for the ten month fiscal period ended October 31, 2007 and the eleven month fiscal period ended November 30, 2007 (the “Internal Financials”, and together with the Audited Financial Statements and Interim Financial Statements, the “Company Financial Statements”). The Company Financial Statements were prepared in accordance with Canadian Securities Laws GAAP (subject to, in the case of Interim Financial Statements and the Internal Financials, the absence of notes and normal recurring year–end adjustments) applied in a manner consistent with respect to pro forma the Company’s past practices and fairly present the consolidated financial statementscondition and results of operations of the Company and the Company Subsidiaries as of the relevant dates thereof and for the periods covered thereby (except for the Internal Financials which fairly present the results of operations for the relevant periods in all material respects), and have been properly compiled on for such periods the bases described thereinresults of operations of the Company and the Company Subsidiaries are correct and complete in all material respects, and are consistent with the assumptions used in books and records of the preparation thereof are reasonable Company and the adjustments used therein Company Subsidiaries (which books and records are appropriate to give effect to the transactions correct and circumstances referred to thereincomplete in all material respects) in all material respects.

Company Financial Statements. The Company’s consolidated Company has previously furnished to Buyer true, correct and complete copies of the following financial statements (the “Company Financial Statements”): (a) the audited consolidated balance sheets of the Company as at March 31, 2012 and March 31, 2011 and the related audited consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended; and (b) the unaudited consolidated balance sheets of the Company as at December 31, 2012 and December 31, 2011 and the related unaudited consolidated statements of income, changes in stockholders’ equity and cash flows for the nine months then ended. The balance sheet as of March 31, 2012 included or incorporated by reference in the Registration Statement, Company Financial Statements is referred to as the Time of Sale Information and “Balance Sheet”. The balance sheets included in the Prospectuses, together with Company Financial Statements (including the related notes, comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and notes thereto) present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated as of their respective dates, and the consolidated related statements of earnings and shareholdersincome, changes in stockholders’ equity and cash flows of included in the Company and its consolidated subsidiaries for Financial Statements (including the periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2004, 2005 and 2006 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except for normal year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data of the Company and all operating data of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses related notes thereto) present fairly in all material respects the information shown therein and results of operations of the selected consolidated financial data Company for the periods then ended, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory of the Company and the summary consolidated financial data Company Subsidiaries is usable and salable in the ordinary course of the Company have been compiled on a basis business consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses. The pro forma financial statements past practices of the Company and the related notes thereto included or incorporated by reference such Company Subsidiaries, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Registration StatementCompany Financial Statements. All accounts receivable of the Company that are reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, the Time net of Sale Information and the Prospectuses present fairly in all material respects the information any reserves for such accounts receivable shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statements, and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinBalance Sheet.

Company Financial Statements. The Company has delivered to the Purchasers (collectively, the “Company Financial Statements”) (i) complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2000 and the related unaudited consolidated statements of income and cash flows for the year then ended, the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1999 and 1998 and the related audited consolidated statements of income and cash flows for the years then ended, including the footnotes thereto, certified by the Company’s independent certified public accountants, and (ii) complete and correct copies of the unaudited consolidated financial pro forma balance sheet of the Company and its Subsidiaries as of December 31, 2000, and the unaudited pro forma consolidated statements included or incorporated by reference of operations the year ended December 31, 2000. Each of the balance sheets (other than the pro forma balance sheets) contained in the Registration Statement, the Time of Sale Information and the Prospectuses, together with the related notes, comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present Company Financial Statements fairly in all material respects presents the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated Subsidiaries as of its date and each of the consolidated statements of income included in the Company Financial Statements fairly presents the consolidated results of operations and income, retained earnings and shareholdersstockholders’ equity and or cash flows flows, as the case may be, of the Company and its consolidated subsidiaries Subsidiaries for the periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31to which they relate, 2004, 2005 and 2006 have been prepared in each case in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout during the periods involved (involved, except for normal year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data of the Company and all operating data of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data of the Company and the summary consolidated financial data of the Company have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectusesas noted therein. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference its Subsidiaries contained in the Registration StatementCompany Financial Statements fairly present the consolidated financial position of the Company and its Subsidiaries, in each case, as of the Time of Sale Information date and for the Prospectuses present fairly periods to which they relate, in all material respects each case after giving effect to the information shown thereinTransactions, have been prepared in accordance with Canadian Securities Laws the Commission’s rules and guidelines with respect to pro forma financial statements, statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions Transactions. All projections provided by the Company to the Purchasers on February 1, 2001, as prepared for the Company’s senior bank lenders, have been prepared in good faith based on assumptions believed by management of the Company to be reasonable (it being understood that such projections are subject to significant uncertainties and circumstances referred to thereincontingencies, many of which are beyond the Company’s control and that no assurance can be given that such projections will be realized).

Company Financial Statements. The Company’s consolidated financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses, together with the related notes, comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statements of earnings and shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2004, 2005 and 2006 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except for normal year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data of the Company and all operating data of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data of the Company and the summary consolidated financial data of the Company have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information General Disclosure Package and the Final Prospectuses, together with the related schedules, if any, and notes thereto, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statement of operations, retained earnings and cash flows of the Company and its consolidated subsidiaries present fairly the results of operations for the periods specified (subject, in the case of unaudited statements, to normal year-end adjustments and to any other adjustments described therein, including the notes thereto); such consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto); and, in the case of the audited consolidated financial statements as at December 31, 2007 and 2006 and for each of the years in the three year period ended December 31, 2007, such consolidated financial statements have been reconciled to generally accepted accounting principles in the United States of America (“U.S. GAAP”) in accordance with Item 18 of Form 20-F under the 1934 Act. The selected historical consolidated financial information included in the Registration Statement, the General Disclosure Package and the Final Prospectuses presents fairly the information shown therein and has been compiled on a basis consistent with that of the consolidated financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectuses. The pro forma consolidated financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information General Disclosure Package and the Final Prospectuses present fairly in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws the rules of the Qualifying Authorities with respect to pro forma consolidated financial statements, statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The selected pro forma consolidated financial information included in the Registration Statement, the General Disclosure Package and the Final Prospectuses presents fairly the information shown therein and has been compiled on a basis consistent with that of the pro forma consolidated financial statements and the related notes included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectuses. There have been no changes in the consolidated assets or liabilities of the Company from the position thereof as set forth in the consolidated financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Final Prospectuses, except changes arising from transactions in the ordinary course of business which, in the aggregate, have not been material to the Company and its subsidiaries (taken together as a single enterprise) and except changes that are disclosed in the General Disclosure Package and the Final Prospectuses.

Company Financial Statements. The Section 2.7 of the Disclosure Schedule sets forth the Company’s (i) audited consolidated financial balance sheet as of January 31, 2007, and the related consolidated statements included or incorporated by reference in of income, cash flow and stockholders’ equity for the Registration Statementtwelve (12) month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet as of October 31, 2007, and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the nine (9) month period then ended, (iii) the unaudited consolidated balance sheet as of January 31, 2008 (the “Current Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the twelve (12) month period then ended, and (iv) the unaudited consolidated balance sheet as of March 31, 2008, and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the two (2) month period then ended ((ii), (iii) and (iv), the Time of Sale Information “Interim Financials”). The Year-End Financials and the Prospectuses, together with Interim Financials (collectively referred as the related notes, comply “Financials”) are true and correct in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statements of earnings and shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2004, 2005 and 2006 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved indicated and consistent with each other (except for normal year end adjustmentsthat the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The selected Financials present fairly the Company’s consolidated financial data condition, operating results and cash flows as of the dates and during the periods indicated therein, 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 the summary consolidated financial data Current Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” The Company has not had any disagreement (as such term is defined in Item 304 of Regulation S-K promulgated under the Securities Act) with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and all operating data of the Company included or incorporated by reference in the Registration Statementeach Subsidiary have been, the Time of Sale Information and the Prospectuses present fairly are being maintained in all material respects the information shown therein in accordance with applicable legal and accounting requirements and the selected consolidated financial data Financials are consistent with such books and records. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the Company and the summary consolidated financial data SEC). As of the Company have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration StatementClosing Date, the Time of Sale Information Closing Financials (x) will be true and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly correct in all material respects the information shown therein, and will have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statementsGAAP applied on a consistent basis throughout the periods indicated, and have been properly compiled on (y) will present fairly, in all material respects, the bases described thereinCompany’s consolidated financial condition, operating results and cash flows as of the assumptions used in dates and during the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to periods indicated therein.

Company Financial Statements. The Company’s consolidated financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses, together with the related notes, comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position Section 1.8 of the Company Disclosure Schedule sets forth the Company’s (i) audited balance sheets and its consolidated subsidiaries at the dates indicated and the consolidated statements of earnings and income, changes in shareholders’ equity and cash flows of the Company as of and its consolidated subsidiaries for each of the two fiscal years ended on December 31, 2010 (the “Balance Sheet Date”), including the directors’ report and notes thereto (such financial statements as of and for the periods specified. The audited consolidated financial statements of the Company for the fiscal years year ended December 31, 20042010, 2005 the “Audited Financial Statements”); and 2006 (ii) the unaudited balance sheet and statements of income, changes in shareholders’ equity and cash flows as of and for the two months ended as of February 28, 2011 (the “Unaudited Financial Statements”). Such financial statements (collectively, the “Financial Statements”) fairly present the financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the periods referred to therein and are consistent with the books and records of the Company in all material respects. The Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP IFRS applied on a consistent basis throughout the periods involved covered thereby (except for normal year end adjustmentsthat the Unaudited Financial Statements do not contain footnotes and other presentation items that may be required by IFRS). The selected consolidated Financial Statements present fairly the financial data condition, operating results and cash flows as of the dates and during the periods indicated therein of the Company, subject in the summary consolidated financial data case of the Company and all operating data Unaudited Financial Statements 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 balance sheet contained in the Unaudited Financial Statements is referred to hereinafter as the “Current Balance Sheet.” At the date of the Company included or incorporated Current Balance Sheet, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by reference the Financial Accounting Standards Board in March 1975) that were not adequately provided for in the Registration StatementCurrent Balance Sheet, as required by Statement No. 5. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the Time of Sale Information current fiscal year-to-date. The books and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data of the Company and the summary consolidated financial data records of the Company have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly are being maintained in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statements, and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinapplicable Legal Requirements.

Company Financial Statements. The Company’s consolidated financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses, together with the related notes, comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter (i) audited consolidated balance sheets of the Company dated December 31, 2000 and its December 31, 2001, (ii) an audited consolidated subsidiaries at balance sheet of the dates indicated and Company dated June 30, 2002, (iii) the Company's audited consolidated statements of earnings and shareholders’ equity and operations, statements of cash flows and statements of the Company and its consolidated subsidiaries changes in stockholders' equity for the periods specified. The years ended December 31, 2000 and December 31, 2001, and (iv) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six-month period ended June 30, 2002 (all such financial statements of the Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter collectively referred to as the "Company Financial Statements"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 20042000 and December 31, 2005 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: (a) are derived from and 2006 are in accordance with the books and records of the Company; (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified; (c) have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except for normal year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data of the Company and all operating data of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data of the Company and the summary consolidated financial data of the Company have been compiled on a basis consistent with that prior periods except for any absence of notes to any of the audited unaudited Company Financial Statements; and (d) are true, correct and complete in all material respects. The Company has no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's unaudited consolidated financial statements balance sheet as of June 30, 2002 included in the Company Financial Statements (the "Balance Sheet") and (b) that may have been incurred after June 30, 2002 (the "Balance Sheet Date") in the ordinary course of the Company included Company's business consistent with its past practices and that are, individually or incorporated by reference in the Registration Statementaggregate, not material to the Time business results of Sale Information and operations or financial condition of the ProspectusesCompany. All reserves established by the Company that are set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly Financial Statements comply in all material respects with the information shown therein, have been prepared in accordance American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with Canadian Securities Laws with respect to pro forma financial statements, and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinany of its auditors regarding accounting matters or policies.

Company Financial Statements. The Company has delivered or made available to Purchaser the Company’s (i) unaudited consolidated financial statements included or incorporated by reference in the Registration Statementbalance sheets as of December 31, the Time of Sale Information 2007, and December 31, 2008, respectively, and the Prospectusesrelated unaudited consolidated statements of income, cash flow and members’ equity for the respective years then ended (the “Company Historic Financial Statements”), and (ii) unaudited consolidated balance sheet as of June 30, 2009 (the “Balance Sheet Date”) and the related consolidated statements of income, cash flow and members’ equity for the three and six-month periods then ended available at the date of this Agreement (together with the related notes, comply in all material respects with the Securities ActCompany Historic Financial Statements, the Exchange Act and Canadian Securities Laws, and present fairly “Financials”). Except as set forth in all material respects the consolidated financial position Section 3.6 of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statements of earnings and shareholders’ equity and cash flows of Disclosure Letter, the Company Historic Financial Statements are complete and its consolidated subsidiaries for the periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31accurate and fairly present, 2004, 2005 and 2006 have been prepared in accordance conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved indicated (except for normal year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data of the Company and all operating data of the Company included or incorporated by reference as may be indicated in the Registration Statementnotes thereto), the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data condition of the Company and the summary consolidated financial data operating results and cash flows as of the Company dates and during the periods indicated therein, except that the unaudited interim financial statements may not contain all footnotes required by GAAP and were or are subject to normal and recurring year end adjustments. The Company’s unaudited balance sheet as of the Balance Sheet Date as delivered or made available to Purchaser is referred to hereinafter as the “Current Balance Sheet.” The Sino-Canada Entities’ books and records have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information properly and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly accurately maintained in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statementsrespects, and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof there are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to no material inaccuracies or discrepancies of any kind contained or reflected therein.

Company Financial Statements. The Section 2.7 of the Disclosure Schedule sets forth the Company’s (i) audited consolidated financial statements included or incorporated by reference in the Registration Statementbalance sheet as of each of December 31, the Time of Sale Information 2007, December 31, 2008 and December 31, 2009, and the Prospectusesrelated consolidated statements of income, together with cash flow and stockholders’ equity for the respective twelve (12) month periods then ended (the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet as of March 31, 2010 (the “Balance Sheet Date”), and the related notesunaudited consolidated statements of income, comply cash flow and stockholders’ equity for the three (3) month period then ended (the “Interim Financials”). The Year-End Financials and the Interim Financials (collectively referred as the “Financials”) are true and correct in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statements of earnings and shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2004, 2005 and 2006 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved indicated and consistent with each other (except for normal year end adjustmentsthat the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The selected Financials present fairly the Company’s consolidated financial data condition, operating results and cash flows as of the dates and during the periods indicated therein in accordance with GAAP, subject in the case of the Interim Financials to normal year-end adjustments. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” The Company has provided in Section 2.7 of the Disclosure Schedule a backlog schedule as of June 30, 2010 that reflects the summary consolidated financial data contract end date and application fees to be invoiced for the period from signing to the contract end date, and such schedule is a reasonable estimate that, to the Company’s Knowledge, is accurate in all material respects. The Company has not had any disagreement (as such term is defined in Item 304 of Regulation S-K promulgated under the Securities Act with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and all operating data of the Company included or incorporated by reference in the Registration Statementeach Subsidiary have been, the Time of Sale Information and the Prospectuses present fairly are being maintained in all material respects the information shown therein in accordance with applicable legal and accounting requirements and the selected consolidated financial data of the Company and the summary consolidated financial data of the Company have been compiled on a basis Financials are consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects with such books and records. Neither the information shown thereinCompany nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC). As of the Closing Date, the Closing Financials (x) will be true and correct in all material respects and will have been prepared in accordance with Canadian Securities Laws GAAP applied on a consistent basis throughout the periods indicated and consistent with respect to pro forma financial statementseach other, and have been properly compiled on (y) will present fairly the bases described Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. EXECUTION VERSION

Company Financial Statements. The Company’s consolidated financial statements included or incorporated by reference in Seller has previously furnished to Buyer a true and correct copy of: (a) the Registration Statementaudited Statements of Financial Position of the Operating Subsidiary as at December 31, 2010 and December 31, 2011 (the Time of Sale Information and the Prospectuses, together with “Audited Balance Sheet”); (b) the related notesaudited Statements of Operations, comply Statements of Changes in all material respects with the Securities Act, the Exchange Act Member’s Equity and Canadian Securities Laws, Accumulated Other Comprehensive Loss and present fairly in all material respects the consolidated financial position Statements of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statements of earnings and shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. The audited consolidated financial statements of the Company Cash Flows for the fiscal years ended December 31, 20042010 and December 31, 2005 2011 (together with the Audited Balance Sheet, the “Audited Financial Statements”); and 2006 have been prepared in accordance (c) the unaudited Balance Sheet of the Operating Subsidiary as of September 30, 2012 (the “Recent Financial Statements Date”), and the related unaudited Income Statement and Statement of Cash Flows for September 30, 2012 (the “Recent Financial Statements” and, together with generally accepted accounting principles in the United States of America (Audited Financial Statements, the “U.S. GAAPCompany Financial Statements”). The unaudited consolidated financial statements of balance sheets included in the Company for Financial Statements (including the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except for normal year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data of the Company and all operating data of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses related notes thereto) present fairly in all material respects the information shown therein and the selected consolidated financial data position of the Company and the summary consolidated financial data Operating Subsidiary as of the Company have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statementtheir respective dates, the Time of Sale Information and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto statements of operations, changes in members’ equity and cash flows included or incorporated by reference in the Registration Statement, Company Financial Statements (including the Time of Sale Information and the Prospectuses related notes thereto) present fairly in all material respects the information shown thereinresults of operations of the Operating Subsidiary for the periods then ended, have been prepared all in accordance conformity with Canadian Securities Laws with respect GAAP applied on a consistent basis, except as otherwise noted therein or as set forth on Schedule 3.07 and subject, in the case of the Recent Financial Statements, to pro forma financial statementsyear-end adjustments, and have been properly compiled on the bases described thereineffect of which will not, individually or in the aggregate, be material, and the assumptions used absence of notes. All of the Inventory of the Operating Subsidiary is usable and salable in the preparation thereof ordinary course of business consistent with past practices of the Operating Subsidiary, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial Statements. All accounts receivable of the Operating Subsidiary that are reasonable and reflected in the adjustments used therein Company Financial Statements represent current, valid obligations arising from sales actually made and, to Seller’s Knowledge, are appropriate to give effect to collectible in the transactions and circumstances referred to thereinordinary course of business, net of any reserves for such accounts receivable shown on the Company Financial Statements.

Company Financial Statements. The Company’s consolidated financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses, together with the related notes, comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position (a) SECTION 2.7 of the Company and its consolidated subsidiaries at Disclosure Schedule sets forth the dates indicated and the consolidated statements Company's (i) audited balance sheet as of earnings and shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 20042003 and the related audited statements of income, cash flow and stockholders' equity for the twelve (12) month period then ended, (ii) audited balance sheet as of December 31, 2004 and the related audited statements of income, cash flow and stockholders' equity for the twelve (12) month period then ended, (iii) audited balance sheet as of December 31, 2005 and the related audited statements of income, cash flow and stockholders' equity for the twelve (12) month period then ended (the financial statements referred to in clauses (i), (ii) and (iii) collectively, the "YEAR-END FINANCIALS") and (iv) unaudited balance sheet as of December 31, 2006 (the "BALANCE SHEET DATE"), and the related unaudited statement of income, cash flow and stockholders' equity for the twelve month period then ended (the "INTERIM FINANCIALS"). The Year-End Financials have been prepared in accordance with generally accepted accounting principles Regulation S-X promulgated under the Exchange Act ("REGULATION S-X") and meet the requirements for inclusion in a registration statement to be filed with the United States of America (“U.S. GAAP”)SEC. The unaudited consolidated financial statements of Year-End Financials and the Company for Interim Financials (collectively referred to as the six month periods ended June 30, 2006 and 2007 "FINANCIALS") have been prepared in accordance with U.S. GAAP (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP) consistently applied on a consistent basis throughout the periods involved indicated and consistent with each other (except for normal year end adjustmentsas may be indicated in the notes thereto). The selected consolidated financial data of the Company, the summary consolidated financial data of the Company and all operating data of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses Financials fairly present fairly in all material respects the information shown therein Company's financial condition, results of operations and the selected consolidated financial data cash flows as of the Company dates and during the summary consolidated financial data periods indicated therein, subject in the case of the Company have been compiled on a basis consistent with that 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 the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statements, and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances Balance Sheet Date is referred to thereinhereinafter as the "CURRENT BALANCE SHEET."

Company Financial Statements. The Attached as Section 2.11 of the Company Disclosure Schedule are the Company’s (i) audited consolidated balance sheet as of December 31, 2012 (the “Company Balance Sheet Date”), and the related audited consolidated statements of income, cash flow and stockholders’ equity for the twelve (12) month period then ended, and (ii) unaudited consolidated balance sheet as of June 30, 2013, and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the six (6) months then ended (such financial statements included or incorporated by reference in being collectively referred to herein as the Registration Statement, the Time of Sale Information “Company Financial Statements”). The Company Financial Statements (a) are true and the Prospectuses, together with the related notes, comply correct in all material respects respects, (b) were prepared in accordance with the Securities Act, the Exchange Act books and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position records of the Company and its consolidated subsidiaries (c) present fairly the financial condition of the Company at the date or dates therein indicated and the consolidated statements results of earnings and shareholders’ equity operations and cash flows for the period or periods therein specified. The Company’s audited consolidated balance sheet as of the Company and its consolidated subsidiaries for Balance Sheet Date is referred to hereinafter as the periods specified“Current Balance Sheet”. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2004, 2005 and 2006 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except for normal year end adjustments). The selected consolidated financial data None of the Company, any Company Subsidiary, or to the summary consolidated financial data Company’s knowledge, any current or former employee, advisor, consultant or director of the Company and all operating data or any Company Subsidiary, has identified or been made aware of any fraud, whether or not material, that involves the Company’s management or other current or former employees, consultants, advisors or directors of the Company included or incorporated by reference any Company Subsidiary who have a role in the Registration Statementpreparation of financial statements or the internal accounting controls utilized by the Company or any Company Subsidiary, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data or any claim or allegation regarding any of the foregoing. The Company and the summary consolidated financial data Company Subsidiaries do not have any liability, indebtedness, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or other, except for those which (i) have been reflected in the Current Balance Sheet or (ii) have arisen in the ordinary course of business consistent with past practice since the Company have been compiled on Balance Sheet Date and (x) prior to the date hereof or (y) since the date hereof and do not arise from a basis consistent with that violation of the audited Section 5.1 or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the ProspectusesSection 5.2 hereof. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in Company Subsidiaries have no outstanding Company Debt as of the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statements, and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereindate hereof.

Company Financial Statements. The Company’s Company has made available to Parent (a) the audited consolidated balance sheets of the Company and its Subsidiaries, as of each of December 31, 2014 and December 31, 2015 and the related audited consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each twelve month period then ended (the "Audited Financial Statements"), and (b) the unaudited consolidated balance sheets of the Company and its Subsidiaries, as of June 30, 2016 and the related unaudited consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for the six month period then ended (the "Unaudited Financial Statements" and togetherwith all of the foregoing financial statements included or incorporated by reference statements, including any notes thereto, the "Financial Statements"). The Financial Statements have been prepared in accordance with GAAP in the Registration StatementUnited States consistently applied throughout the periods indicated (except as indicatedin any notes thereto and that the unaudited Financial Statements do not contain notes thereto otherwise required by GAAP and are subject to year-end audit adjustments, which are not expected to be individually or in the Time of Sale Information and the Prospectusesaggregate, together with the related notes, comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and material). The Financial Statements present fairly in all material respects the consolidated financial position positions, cash flows and results of operations of the Company and its consolidated subsidiaries at Subsidiaries as of the respective dates indicated thereon and the consolidated statements of earnings and shareholders’ equity and cash flows operating results of the Company and its consolidated subsidiaries for Subsidiaries during the periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31indicated therein, 2004, 2005 and 2006 have been prepared in each case in accordance with generally accepted accounting principles GAAP and subject in the United States case of America unaudited Financial Statements to year-end audit adjustments (“U.S. GAAP”which are not expected to be, individually or in the aggregate, material). The unaudited consolidated financial statements Company's balance sheet as of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except for normal year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data of the Company and all operating data of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data of the Company and the summary consolidated financial data of the Company have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statements, and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances 2016 is referred to thereinhereinafter as the "Current Balance Sheet."

Company Financial Statements. The Company has delivered to Acquirer as attachments to Schedule 3.8.1 of the Company Disclosure Letter (i) audited consolidated balance sheets of the Company as of January 31, 2002 and January 31, 2003, (ii) an unaudited consolidated balance sheet of the Company as of July 31, 2003, (iii) the Company’s audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders’ equity for the fiscal years ended January 31, 2002 and January 31, 2003, and (iv) the Company’s unaudited consolidated statements of operations, statements of cash flows and statements of changes in stockholders’ equity for the six-month period ended July 31, 2003 (all such financial statements included or incorporated by reference in of the Registration Statement, the Time of Sale Information Company and the Prospectusesany notes thereto, together with the related notesfinancial statements of the Company delivered to Acquirer pursuant to Section 9.17, are hereinafter collectively referred to as the “Company Financial Statements”). A true and correct description of all critical accounting policies used in preparing the Company Financial Statements have been set forth in the notes to the Company’s audited Company Financial Statements. The Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Company and the Subsidiaries; (b) fairly present the financial condition of the Company and the Subsidiaries at the dates therein indicated and the results of operations for the periods therein specified; and (c) have been prepared in accordance with GAAP applied on a basis consistent with prior periods except for any absence of notes to any of the unaudited Company Financial Statements. The Company and the Subsidiaries have no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company’s unaudited balance sheet as of July 31, 2003 included in the Company Financial Statements (the “Balance Sheet”) and (b) that may have been incurred after July 31, 2003 (the “Balance Sheet Date”) in the ordinary course of the Company’s and the Subsidiaries’ business consistent with its past practices and that are, individually or in the aggregate, not material to the business results of operations or financial condition of the Company and the Subsidiaries. All reserves established by the Company that are set forth in or reflected in the Balance Sheet were reasonably established in accordance with GAAP and based on historical rates. Except for obligations and liabilities reflected in the Company Financial Statements, the Company has no material off-balance sheet obligation or liability of any nature (matured or unmatured, fixed or contingent) to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt expenses incurred by Company. The Company Financial Statements comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position American Institute of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statements Certified Public Accountants’ Statement of earnings and shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specifiedPosition 97-2. The audited consolidated financial statements Company has not had any dispute with any of its auditors regarding accounting matters or policies. To the Company for the fiscal years ended December 31Company’s knowledge, 2004, 2005 and 2006 have been prepared in accordance with generally accepted accounting principles there are no significant deficiencies or material weaknesses in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except for normal year end adjustments). The selected consolidated financial data design or operation of the Company’s or the Subsidiaries’ internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data. To the summary consolidated financial data of Company’s knowledge, there is no fraud in connection with the Company and all operating data of the Company included Financial Statements, whether or incorporated by reference not material, that involves management or other employees who have a significant role in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data of the Company and the summary consolidated financial data of the Company have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statements, and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinCompany’s internal controls.

Company Financial Statements. The Company’s (c) Section 2.8(a) of the Disclosure Schedule sets forth (i) the audited, consolidated financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses, together with the related notes, comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position balance sheets of the Company and its consolidated subsidiaries Subsidiaries as at the dates indicated December 31, 2010 and December 31, 2011, and the related audited, consolidated statements of earnings income, cash flows and shareholdersstockholders’ equity for the fiscal years then ended (the “Audited Financials”) and cash flows (ii) the unaudited, consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2012 and July 31, 2013 (the “Balance Sheet Date”), and the related unaudited, consolidated subsidiaries statements of income and cash flows for the periods specifiedfiscal year and the eight-month period then ended, respectively (collectively, the “Unaudited Financials” and, together with the Audited Financials, the “Financial Statements”). The audited Financial Statements are, and the Closing Balance Sheet when delivered will be, true and correct in all material respects. The Financial Statements have been prepared in accordance with GAAP on a consistent basis throughout the periods indicated and are consistent with each other (except that the Unaudited Financials will not contain footnotes and other presentation items that may be required by GAAP). The Closing Balance Sheet when delivered shall reflect the reasonable best efforts of the Company to prepare consolidated comparative financial statements of the Company for the fiscal years ended December 31periods presented therein in a manner consistent with the accounting principles, 2004, 2005 policies and 2006 have been prepared in accordance with generally accepted accounting principles procedures used in the United States preparation of America (“U.S. GAAP”)the Unaudited Financials. The unaudited Unaudited Financials present, and the Closing Balance Sheet when delivered will present, fairly the consolidated financial statements condition, operating results and cash flows as of the Company for the six month periods ended June 30, 2006 dates and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout during the periods involved (except for normal year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data indicated therein of the Company and all operating data its consolidated Subsidiaries, subject in the case of the Company included Unaudited Financials and the Closing Balance Sheet, to normal year-end adjustments, which are not material in amount or incorporated by reference significance in any individual case or in the Registration Statementaggregate. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” All reserves that are set forth in or reflected in the Current Balance Sheet have been, and all reserves that will be set forth in or reflected in the Time Closing Balance Sheet will be, established in accordance with GAAP consistently applied. At the Balance Sheet Date, there were, and at the time of Sale Information the Closing Balance Sheet Date, there will be, no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Current Balance Sheet and the Prospectuses present fairly Closing Balance Sheet, respectively, as required by Statement No. 5. The Unaudited Financials comply, and the Closing Balance Sheet when delivered will comply, in all material respects with the information shown therein requirements of the American Institute of Certified Public Accountants’ Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and the selected consolidated financial data records of the Company and the summary consolidated financial data each of the Company its Subsidiaries have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statementbeen, the Time of Sale Information and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly are being maintained in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statements, applicable legal and have been properly compiled on the bases described therein, accounting requirements and the assumptions used in the preparation thereof are reasonable Unaudited Financials and the adjustments used therein are appropriate to give effect to the transactions Closing Balance Sheet has been, or when delivered will be, prepared from and circumstances referred to thereinin accordance with such books and records.

Company Financial Statements. The (a) Section 2.8(a) of the Disclosure Schedule sets forth the Company’s unaudited consolidated financial balance sheet as of December 31, 2004 (the “Balance Sheet Date”), and the related unaudited consolidated statements included or incorporated by reference in of income, cash flow and stockholders’ equity for the Registration Statement12-month period then ended (collectively, the Time “Unaudited Financials”), which Unaudited Financials have been reviewed by KPMG, LLP, the Company’s independent auditors, under Statement of Sale Information Accounting Standards Number 71. The Unaudited Financials are, and the ProspectusesYear-End Financials, together with the related notesClosing Balance Sheet and Income Statement and the Statement of Expenses when delivered will be, comply true and correct in all material respects with the Securities Act, the Exchange Act and Canadian Securities Lawsrespects. The Unaudited Financials have been, and present fairly the Year-End Financials when delivered will be, prepared in all material respects accordance with GAAP on a consistent basis throughout the consolidated financial position periods indicated and are consistent with each other (except that the Unaudited Financials will not contain footnotes and other presentation items that may be required by GAAP). The Closing Balance Sheet and Income Statement when delivered shall reflect the reasonable best efforts of the Company and its to prepare consolidated subsidiaries at the dates indicated and the consolidated statements of earnings and shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. The audited consolidated comparative financial statements of the Company for the fiscal years ended December 31periods presented therein in a manner consistent with the accounting principles, 2004, 2005 policies and 2006 have been prepared in accordance with generally accepted accounting principles procedures used in the United States preparation of America (“U.S. GAAP”)the Unaudited Financials. The unaudited Unaudited Financials present, and the Year-End Financials and the Closing Balance Sheet and Income Statement when delivered will present, fairly the consolidated financial statements condition, operating results and cash flows as of the Company for the six month periods ended June 30, 2006 dates and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout during the periods involved (except for normal year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data indicated therein of the Company and all operating data its consolidated Subsidiaries, subject in the case of the Company included Unaudited Financials and the Closing Balance Sheet and Income Statement, to normal year-end adjustments, which are not material in amount or incorporated by reference significance in any individual case or in the Registration Statementaggregate. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” All reserves that are set forth in or reflected in the Current Balance Sheet have been, and all reserves that will be set forth in or reflected in the Year-End Balance Sheet and the Closing Balance Sheet will be, established in accordance with GAAP consistently applied. At the Balance Sheet Date, there were, and at the time of the Year-End Balance Sheet Date and the Closing Balance Sheet Date, there will be, no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Current Balance Sheet, the Time of Sale Information Year-End Balance Sheet and the Prospectuses present fairly Closing Balance Sheet, respectively, as required by Statement No. 5. The Unaudited Financials comply, and the Year-End Financials and the Closing Balance Sheet when delivered will comply, in all material respects with the information shown therein requirements of the American Institute of Certified Public Accountants’ Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and the selected consolidated financial data records of the Company and the summary consolidated financial data each of the Company its Subsidiaries have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statementbeen, the Time of Sale Information and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly are being maintained in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statements, applicable legal and have been properly compiled on the bases described therein, accounting requirements and the assumptions used in Unaudited Financials, the preparation thereof are reasonable Year-End Financials and the adjustments used therein are appropriate to give effect to the transactions Closing Balance Sheet and circumstances referred to thereinIncome Statement have been, or when delivered will be, prepared from and in accordance with such books and records.

Company Financial Statements. The Company’s consolidated financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses, together with the related notes, comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position (a) Attached as Schedule 2.9(a) of the Company Disclosure Schedule are (i) the Company’s unaudited balance sheets, statements of operations and its consolidated subsidiaries at cash flows for the dates indicated fiscal years of the Company ended December 31, 2010, 2011, and 2012, and the seven month period ended July 31, 2013 (referred to herein as the “US Balance Sheet” and the date thereof, the “Company Balance Sheet Date”, and all such financial statements being collectively referred to herein as the “US Financial Statements”) and (ii) the consolidated audited balance sheets, statements of earnings and shareholders’ equity operations and cash flows of the Company and its consolidated subsidiaries for the periods specified. The audited consolidated financial statements of the Company Company’s Subsidiaries for the fiscal years ended December 31, 20042010, 2005 2011 and 2006 have been prepared 2012, and the consolidated unaudited balance sheet, statement of operations and cash flows of the Company’s Subsidiaries for the seven month period ended July 31, 2013, (referred to herein as the “Taiwan Balance Sheet”, all such financial statements being collectively referred to herein as the “Taiwan Financial Statements” and the US Balance Sheet and the Taiwan Balance Sheet collectively referred to as the “Company Balance Sheet” and the US Financial Statements and Taiwan Financial Statements collectively referred to as the “Company Financial Statements”). Such Company Financial Statements (i) are in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 books and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except for normal year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data records of the Company and all operating data of the Company included or incorporated by reference in the Registration StatementSubsidiaries, the Time of Sale Information and the Prospectuses (ii) present fairly in all material respects the information shown therein and the selected consolidated financial data condition of the Company and the summary consolidated financial data of Subsidiaries at the Company have been compiled on a basis consistent with that of the audited date or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information dates therein indicated and the Prospectuses. The pro forma financial statements results of operations for the Company and period or periods therein specified, (iii) with respect to the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown thereinTaiwan Financial Statements, have been prepared in accordance with Canadian Securities Laws Taiwan GAAP except, as to the unaudited Taiwan Financial Statements, for the omission of notes thereto and normal year-end audit adjustments, (iv) with respect to pro forma financial statementsthe US Financial Statements, have been prepared in accordance with GAAP except, as to the unaudited US Financial Statements, for the omission of notes thereto and normal year-end audit adjustments, and (v) have been properly compiled on fully approved by the bases described therein, and Company Board and/or shareholders of the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinCompany or any Subsidiary if so required by any applicable Legal Requirements.

Company Financial Statements. The Section 2.7 of the Disclosure Schedule sets forth (i) the Company’s consolidated financial 's unaudited balance sheet as of December 31, 2002, and the related unaudited statements included or incorporated by reference in of income and cash flow for the Registration Statementyear ended December 31, 2002; (ii) the Company's unaudited balance sheet as of December 31, 2003, and the related unaudited statement of income and cash flow for the twelve month period ended December 31, 2003; and (iii) the Company's unaudited balance sheet as of January 31, 2004, and the related unaudited statement of income for the one month period ended January 31, 2004 (collectively, the Time of Sale Information and the Prospectuses, together with the related notes, comply "Financials"). The Financials are correct in all material respects and have been prepared in accordance with GAAP consistently applied throughout the Securities Act, the Exchange Act periods indicated and Canadian Securities Laws, and consistent with each other. The Financials present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statements of earnings and shareholders’ equity condition, operating results and cash flows of the Company (and its consolidated subsidiaries for predecessors) as of the dates and during the periods specifiedindicated therein. The audited consolidated Company's unaudited balance sheet as January 31, 2004 is referred to hereinafter as the "Current Balance Sheet". The Company maintains and will continue, prior to the Effective Time, to maintain a standard system of accounting established and administered in accordance with GAAP. No Undisclosed Liabilities. The Company has no liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or other (whether or not required to be reflected in financial statements in accordance with GAAP), which individually or in the aggregate (i) has not been adequately reflected in the Current Balance Sheet; or (ii) has not arisen in the ordinary course of the Company for the fiscal years ended December business consistent with past practices since January 31, 2004, 2005 and 2006 have been prepared in accordance with generally accepted accounting principles which are not, individually or in the United States aggregate, material. No Changes. Except as set forth on Section 2.9 of America the Disclosure Schedule, since December 31, 2002, there has not been, occurred or arisen any of the following with respect to the Company: transaction except in the ordinary course of business consistent with past practices; amendments or changes to the organizational documents of the Company; capital expenditure or capital expenditure commitment exceeding $10,000 individually or $20,000 in the aggregate; payment, discharge or satisfaction, in any amount in excess of $10,000 in any one case, or $20,000 in the aggregate, of any claim, liability or obligation (“U.S. absolute, accrued, asserted or unasserted, contingent or otherwise), other than payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet; destruction of, damage to or loss of any material assets or material business or loss of any material customer (whether or not covered by insurance); labor trouble or claim of wrongful discharge or other unlawful labor practice or action; change in accounting methods or practices (including any change in depreciation or amortization policies or rates) other than as required by GAAP”; change in any election in respect of Taxes (as defined below). The unaudited consolidated financial statements , adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; revaluation by the Company of any of its assets; declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any share of capital stock, or any split, combination or reclassification in respect of any share of capital stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for any share of capital stock, or any direct or indirect repurchase or redemption of any share of capital stock (or options or other rights convertible into, exercisable or exchangeable therefor); increase in the salary or other compensation (cash, equity or otherwise) payable or to become payable to any officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment of a severance payment, termination payment, bonus or other additional salary or compensation (cash, equity or otherwise) to any such person, in any amount in excess of $10,000 in any one case, or $20,000 in the aggregate; agreement, contract, covenant, instrument, lease, license or commitment to which the Company is party or by which it or any of its assets are bound or any termination, extension, amendment or modification of the terms of any agreement, contract, covenant, instrument, lease, license or commitment to which the Company is party or by which it or any of its assets are bound, in any amount in excess of $10,000 in any one case, or $20,000 in the aggregate; sale, lease or other disposition of any of the material assets or material properties or any creation of any security interest in such material assets or material properties; loan to any person or entity, incurring by the Company of any indebtedness, guaranteeing of any indebtedness, issuance or sale of any debt securities or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practices that are set forth on Section 2.9(n) of the Disclosure Schedule or with respect to indebtedness in a principal amount not in excess of $10,000 in any one case, or $20,000 in the aggregate; waiver or release of any right or claim, including any write-off or other compromise of any account receivable in any amount in excess of $10,000 in any one case, or $20,000 in the aggregate; the commencement, settlement, notice or threat of any lawsuit or proceeding or other investigation against the Company or its affairs, or any reasonable basis for any of the foregoing; notice to the Company, nor its directors, officers or managers or advisors of any claim or potential claim of ownership by any person other than the Company of the Company for Intellectual Property (as defined in Section 2.13 below) owned by or developed or created by the six month periods ended June 30Company or of infringement by the Company of any other person's Intellectual Property (as defined in Section 2.13 below); issuance or sale, 2006 and 2007 or contract to issue or sell, of any capital stock, or any securities, warrants, options or rights to purchase any of the foregoing; any (i) sale or license of any Company Intellectual Property or entering into of any agreement with respect to the Company Intellectual Property with any person or entity or with respect to the Intellectual Property of any person or entity; (ii) purchase or license of any Intellectual Property or entering into of any agreement with respect to the Intellectual Property of any person or entity, (iii) agreement with respect to the development of any Intellectual Property with a third party, or (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have been prepared in accordance licensed Intellectual Property to the Company; agreement or modification to any agreement pursuant to which any other party was granted marketing, distribution, development or similar rights of any type or scope with U.S. GAAP applied on a consistent basis throughout the periods involved (except for normal year end adjustments). The selected consolidated financial data respect to any products or technology of the Company; hiring or termination of employees; event or condition of any character that has had or is reasonably likely to have a Material Adverse Effect; or agreement by the Company or any officer, the summary consolidated financial data manager or employee thereof on behalf of the Company and all operating data to do any of the Company included or incorporated by reference things described in the Registration Statement, the Time of Sale Information preceding clauses (a) through (v) (other than negotiations with Parent and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data of the Company and the summary consolidated financial data of the Company have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statements, and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to its representatives regarding the transactions and circumstances referred to thereincontemplated by this Agreement).

Company Financial Statements. (a) The Company’s consolidated financial statements included or incorporated by reference in the Registration Statement, the Time Company has furnished to Parent correct and complete copies of Sale Information and the Prospectuses, together with the related notes, comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statements of earnings and shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. The audited consolidated (i) unaudited financial statements of the Company for consisting of a balance sheet of the fiscal years ended Company as of December 31, 20042003 and the related statement of operations, 2005 statement of changes in stockholders’ deficiency and 2006 have been prepared in accordance with generally accepted accounting principles in statement of cash flows for the United States of America 12-month period then ended and unaudited accompanying footnotes (collectively, the “U.S. GAAP2003 Unaudited Financials”). The unaudited consolidated , (ii) audited financial statements of the Company consisting of a balance sheet of the Company as of December 31, 2002 and the related statement of operations, statement of changes in stockholders’ deficiency and statement of cash flows for the six 12-month periods period then ended June 30and (iii) an unaudited balance sheet of the Company as of August 31, 2006 2004 and 2007 the related statement of operations, statement of changes in stockholders’ deficiency and statement of cash flows for the eight-month period then ended (collectively, the “Financial Statements”), copies of which are attached as Section 2.8 of the Company Disclosure Schedule. All such Financial Statements have been prepared from the books and records of Company in accordance with U.S. GAAP consistently applied on a consistent basis throughout the periods involved (except that such unaudited financial statements (except for normal year end adjustmentsthe 2003 Unaudited Financials) do not contain all of the required footnotes and except as noted in the opinions of KPMG rendered in April 2003), and present fairly the financial position and assets and liabilities (as defined by GAAP) of the Company as of the dates thereof, and the results of its operations for the respective periods then ended. The unaudited balance sheet of Company as of August 31, 2004 that is included in the Financial Statements is referred to herein as the “Current Balance Sheet.” The Company maintains a standard system of accounting established and administered in accordance with GAAP. The Company maintains disclosure controls and procedures that are effective to ensure that all material information concerning the Company is made known on a timely basis to the individuals responsible for the preparation of the Company’s financial statements. The Company has no securitization transactions or “offbalance sheet arrangements” (as defined in Item 303(c) of the Regulation S-K under the Exchange Act). The selected consolidated financial data Company’s auditor, since the date of enactment of the CompanyXxxxxxxx-Xxxxx Act, has at all times since such date been “independent” with respect to the summary consolidated financial data Company within the meaning of Regulation S-X under the Exchange Act. Section 2.8 of the Company and Disclosure Schedule summarizes all operating data of non-audit services performed by the Company’s auditor for the Company included or incorporated by reference in the Registration Statementsince January 1, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data of the Company and the summary consolidated financial data of the Company have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statements, and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein2002.

Company Financial Statements. The (a) Section 3.7 of the Disclosure Schedule sets forth the Company’s (i) audited consolidated financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information balance sheets and the Prospectuses, together with the related notes, comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statements of earnings and income, changes in shareholders’ equity and cash flows of the Company as of and its consolidated subsidiaries for the periods specified. The audited consolidated financial statements each of the Company for the fiscal years ended December 31, 20042004 and December 31, 2005 2005, including the notes thereto, together with the reports of KPMG, LLP (the “Audited Financial Statements”); and (ii) unaudited consolidated balance sheet and statements of income, changes in shareholders’ equity and cash flows as of and for the twelve months ended December 31, 2006 (the “Balance Sheet Date”) (the “Unaudited Financial Statements”). Such financial statements (collectively, the “Financial Statements”) fairly present the financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the periods referred to therein and are consistent with the books and records of the Company in all material respects. The Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. UK GAAP applied on a consistent basis throughout the periods involved covered thereby, and are consistent with each other (except for normal year end adjustmentsthat the Unaudited Financial Statements do not contain footnotes and other presentation items that may be required by UK GAAP). The selected Financial Statements present fairly the consolidated financial data condition, operating results and cash flows as of the Company, dates and during the summary consolidated financial data periods indicated therein of the Company and all operating data its consolidated Subsidiaries, subject in the case of the Unaudited Financial Statements 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.” All reserves that are set forth in or reflected in the Current Balance Sheet have been established in accordance with UK GAAP consistently applied. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Current Balance Sheet, as required by Statement No. 5. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company included or incorporated by reference in the Registration Statement, the Time and each of Sale Information its Subsidiaries have been and the Prospectuses present fairly are being maintained in all material respects the information shown therein in accordance with applicable legal and accounting requirements and the selected consolidated financial data of the Company and the summary consolidated financial data of the Company have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein, Financial Statements have been prepared from and in accordance with Canadian Securities Laws with respect to pro forma financial statements, such books and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinrecords.

Company Financial Statements. The Company’s consolidated Company has made available to Acquiror its audited balance sheets, statements of operations, statements of cash flows, statements of stockholders’ equity and financial statements included or incorporated by reference in the Registration Statement(collectively, the Time “Audited Financial Statements”) for each of Sale Information the two fiscal years prior to the Delivery Date and its unaudited balance sheet, statement of operations, statement of cash flows and statement of stockholders’ equity (collectively, the Prospectuses“Unaudited Financial Statements” and, together with the related notes, comply in all material respects with the Securities ActAudited Financial Statements, the Exchange Act “Financial Statements”) as at and Canadian Securities Laws, and present fairly in all material respects for the consolidated financial position interim period between December 31st of the Company and its consolidated subsidiaries at the dates indicated last full fiscal year and the consolidated statements of earnings and shareholders’ equity and cash flows last day of the Company and its consolidated subsidiaries for last full calendar month immediately preceding the periods specifiedDelivery Date (the “Balance Sheet Date”). The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2004, 2005 and 2006 Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP (except that the Unaudited Financial Statements do not contain footnotes and are subject to normal recurring year-end audit adjustments, the effect of which will not, individually or in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30aggregate, 2006 and 2007 have been prepared in accordance with U.S. GAAP be materially adverse) applied on a consistent basis throughout the periods involved (except for normal year end adjustments)presented and consistent with each other. The selected Financial Statements fairly present the consolidated financial data of the Companycondition, the summary consolidated financial data operating results and cash flow of the Company and all operating data as of the Company included or incorporated by reference dates, and for the periods, indicated therein, subject to normal year-end audit adjustments and the absence of footnotes in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data case of the unaudited Financial Statements. The Company maintains standard systems of accounting that are adequate for its business. There are no (and the summary consolidated financial data there have not at any time been any) securitization transactions or “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K of the SEC) effected or maintained in effect by the Company. The Company have been compiled on a basis consistent maintains books and records reflecting its assets and liabilities that are accurate and complete and maintains adequate internal accounting controls so that: (a) transactions are entered into only with that management’s authorization; (b) transactions are recorded as necessary to permit preparation of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement(including, without limitation, the Time Financial Statements) and to maintain accountability for the assets and liabilities of Sale Information and the Prospectuses. The pro forma financial statements Company; (c) access to the assets of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein, have been prepared is permitted only in accordance with Canadian Securities Laws management’s authorization; (d) the reporting of the assets and liabilities of the Company is compared with respect to pro forma financial statementsexisting assets and liabilities at regular intervals; and (e) all assets, liabilities, rights, obligations and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof transactions are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinrecorded accurately. * Confidential treatment requested.

Company Financial Statements. The Prior to the Closing, the Company shall deliver to Parent as part of Schedule 2.5 the Company’s consolidated 's balance sheets as of December 31, 1997 and 1998 and the related audited statements of income and retained earnings as of and for the twelve-month periods ended December 31, 1997 and 1998 (all such financial statements included or incorporated by reference in are collectively referred to herein as the Registration Statement, the Time of Sale Information "Audited Financials"). The Audited Financials are true and the Prospectuses, together with the related notes, comply correct in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statements of earnings and shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2004, 2005 and 2006 will have been prepared in accordance with generally accepted accounting principles in ("GAAP") applied on a basis consistent throughout the United States periods indicated and consistent with each other. Upon the signing of America this Agreement, Schedule 2.5 shall set forth the Company's balance sheet (“U.S. GAAP”"the Balance Sheet") and related unaudited statements of income and retained earnings as of and for the two-month period ended February 28, 1999 (the "Balance Sheet Date") (such financial statements are collectively referred to herein as the "Stub Period Financials"). The unaudited consolidated Stub Period Financials are true and correct and have been prepared on the same basis as the Audited Financials and include all recurring adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements position and results of the operations for the Company for the six month periods ended June 30, 2006 interim period presented. (The Audited Financials and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except for normal year end adjustmentsStub Period Financials are collectively referred to herein as the "Company Financials"). The selected consolidated Company Financials present accurately and fairly the financial data of the Company, the summary consolidated financial data condition and operating results of the Company as of the dates and during the periods indicated therein. At least five days before the Closing, the Company will deliver to Parent the Company's preliminary balance sheet and related unaudited statements of income and retained earnings as of and for the three-month period ended March 31, 1999 and all operating data of such financial statements are collectively referred to herein as the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information "March Financials." The March Financials will be true and the Prospectuses present fairly correct in all material respects and will be prepared on the information shown therein same basis as the Audited Financials and will include all recurring adjustments (consisting only of normal recurring adjustments) necessary for the selected consolidated financial data fair presentation of the Company financial position and results of operation for the summary consolidated financial data of the Company have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statements, and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereininterim period presented.

Company Financial Statements. The Company has delivered to Interwoven as ---------------------------- Exhibit E: (i) the Company’s 's unaudited consolidated financial statements included or incorporated balance sheets (as reviewed --------- by reference in the Registration StatementCompany's accountants) as of December 31, the Time of Sale Information 1997 and 1998 and the Prospectuses, together with the related notes, comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the Company's unaudited consolidated statements of earnings and shareholders’ equity and income, statements of cash flows and statements of stockholders' equity for each of the Company years ended December 31, 1997 and its 1998, and (ii) the Company's unaudited consolidated subsidiaries balance sheet as of March 31, 1999 (the "Balance Sheet"), and the Company's unaudited consolidated statement of operations for the periods specified. The audited consolidated three (3) month period ended March 31, 1999 (all such financial statements of the Company and the notes thereto are hereinafter collectively referred to as the "Company Financial Statements"). The Company Financial Statements (a) are derived from and in accordance with the books and records of the Company, (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the fiscal years ended December 31, 2004, 2005 periods therein specified and 2006 (c) have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except for normal year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data of the Company and all operating data of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data of the Company and the summary consolidated financial data of the Company have been compiled on a basis consistent with prior periods. the Company has no material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for (i) those shown on the Balance Sheet, and (ii) those that may have been incurred after March 31, 1999, the date of the audited or unaudited consolidated financial statements Balance Sheet (the "Balance Sheet Date") in the ordinary course of the Company included Company's business consistent with its past practice, and that are not material in amount, either individually or incorporated collectively. All reserves established by reference in the Registration Statement, the Time of Sale Information and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference set forth in the Registration StatementBalance Sheet are reasonably adequate. At the Balance Sheet Date, the Time of Sale Information and the Prospectuses present fairly in all there were no material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statements, and have been properly compiled on the bases described therein, and the assumptions loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the preparation thereof Financial Accounting Standards Board in March 1975) which are reasonable and not adequately provided for in the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinBalance Sheet as required by said Statement No. 5.

Company Financial Statements. The Company has made available to Parent (a) the Company’s consolidated financial statements included or incorporated by reference in the Registration Statementaudited balance sheet as of December 31, the Time of Sale Information 2001, and the Prospectusesrelated audited statements of income, together with cash flows and stockholders’ equity for the 12-month period ending on December 31, 2001, (b) the Company’s audited balance sheet as of December 31, 2002, and the related notesaudited statements of income, comply cash flows and stockholders’ equity for the twelve (12)-month period ending on December 31, 2002 and (c) the Company’s unaudited balance sheet as of March 31, 2003, and the related unaudited statements of income, cash flows and stockholders’ equity for the three (3)-months ended March 31, 2003 (the “Company Financial Statements”). The Company Financial Statements are correct and complete in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statements of earnings and shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2004, 2005 and 2006 have been prepared in accordance with generally accepted accounting principles GAAP (except that unaudited financial statements do not have notes thereto and are subject to normal year-end audit adjustments, which will not in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP aggregate be material) consistently applied on a basis consistent basis throughout the periods involved (indicated and consistent with each other, except for normal year end adjustments)as set forth in the notes to the Company Financial Statements. The selected consolidated financial data of the Company, the summary consolidated financial data of the Company and all operating data of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses Financial Statements present fairly and accurately in all material respects the information shown therein Company’s financial condition and the selected consolidated financial data operating results as of the Company dates and during the summary consolidated financial data of the Company have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectusesperiods indicated therein. The pro forma financial statements Company’s unaudited balance sheet as of March 31, 2003 is referred to hereinafter as the Company and the related notes thereto included “Current Balance Sheet.” Since December 31, 2002, there has been no material change in any accounting policies, principles, methods or incorporated by reference in the Registration Statementpractices, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws including any change with respect to pro forma financial statementsreserves (whether for bad debts, contingent liabilities or otherwise), of the Company. The Company and its Subsidiaries have been properly compiled on no obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than those set forth or adequately provided for in the bases described thereinCurrent Balance Sheet and other than contractual obligations or liabilities incurred between March 31, 2003 and the assumptions used Closing Date in the preparation thereof are reasonable ordinary course consistent with past practices and not in violation of the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereincovenants set forth in Article IV below.

Company Financial Statements. The Company has delivered or made available to Purchaser the Company’s consolidated financial statements included or incorporated by reference in the Registration Statement(i) unaudited balance sheets as of March 31, the Time of Sale Information 2007, and March 31, 2008, respectively, and the Prospectusesrelated unaudited consolidated statements of income, cash flow and members’ equity for the respective years then ended (the “Company Historic Financial Statements”), and (ii) unaudited balance sheet as of June 30, 2008 (the “Balance Sheet Date”) and the related consolidated statements of income, cash flow and members’ equity for the respective three-month period then ended available at the date of this Agreement (together with the related notes, comply in all material respects with the Securities ActCompany Historic Financial Statements, the Exchange Act and Canadian Securities Laws, and present fairly “Financials”). Except as set forth in all material respects the consolidated financial position Section 2.6 of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statements of earnings and shareholders’ equity and cash flows of Disclosure Letter, the Company Historic Financial Statements are complete and its consolidated subsidiaries for the periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31accurate and fairly present, 2004, 2005 and 2006 have been prepared in accordance conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved indicated (except for normal year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data of the Company and all operating data of the Company included or incorporated by reference as may be indicated in the Registration Statementnotes thereto), the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data condition of the Company and the summary consolidated financial data operating results and cash flows as of the Company dates and during the periods indicated therein, except that the unaudited interim financial statements may not contain all footnotes required by GAAP and were or are subject to normal and recurring year end adjustments. The Company’s unaudited balance sheet as of the Balance Sheet Date as delivered or made available to Purchaser is referred to hereinafter as the “Current Balance Sheet.” The Solar Entities’ books and records have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information properly and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly accurately maintained in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statementsrespects, and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof there are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to no material inaccuracies or discrepancies of any kind contained or reflected therein.

Company Financial Statements. The Company’s consolidated financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses, together with the related notes, comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position Company has delivered to Buyer as a ---------------------------- schedule to Part 2.9 of the Company Disclosure Letter, Company's unaudited balance sheet as of May 31, 2001 and its consolidated subsidiaries at the dates indicated and the consolidated statements Company's unaudited statement of earnings and shareholders’ equity and cash flows of the Company and its consolidated subsidiaries operations for the periods specified. The audited consolidated financial statements of the Company for the fiscal years twelve month period ended December 31, 20042000 and the five month period ended May 31, 2005 2001 (all such financial statements of Company, excluding a statement of cash flows and 2006 all notes to any of such financial statements, are hereinafter collectively referred to as the "Company Financial Statements"). The Company Financial Statements (i) are based on and conform to the books and records of Stockholder, (ii) have been prepared in accordance with generally accepted accounting principles GAAP but do not include such information as may be required to be disclosed under GAAP in a statement of cash flows and in the United States notes to any of America (“U.S. GAAP”). The unaudited consolidated such financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except for normal year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data of the Company and all operating data of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly iii) represent in all material respects (but do not include any notes thereto) the information shown financial condition of Company at the dates therein indicated and the selected consolidated financial data results of operations for the periods therein specified. Company has no material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for (a) those shown on Company's unaudited balance sheet as of May 31, 2001 included in the Company Financial Statements (the "Company Balance Sheet") or those shown on Company's unaudited balance sheet dated as of the Closing Date (the "Closing Balance Sheet"), (b) those that may have been incurred by the Company after May 31, 2001 (the "Company Balance Sheet Date") in the ordinary course of the Company Business, and the summary consolidated financial data (c) as set forth in Part 2.9 of the Company have been compiled on a basis consistent Disclosure Letter, the Company Ancillary Agreements or the Stockholder Ancillary Agreements or as specifically contemplated by the Contribution Agreement and the schedules and exhibits thereto. All reserves established by Company that are set forth in or reflected in the Company Balance Sheet are established in accordance with GAAP. At the Company Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the Financial Accounting Standards Board in March 1975) which are not adequately provided for in the Company Balance Sheet as required by such Statement No. 5 (material loss contingencies, if any, that of Statement No. 5 requires to be disclosed in notes to the audited or unaudited consolidated financial statements Company Balance Sheet, are set forth in Part 2.9 of the Company included or incorporated by reference Disclosure Letter in the Registration Statement, the Time absence of Sale Information and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statements, and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinsuch notes).

Company Financial Statements. The Company’s consolidated financial (a) Company has delivered to Acquirer its audited balance sheets as of December 31, 2004, December 31, 2003 and December 31, 2002 and its audited income statements included or incorporated by reference in and statements of cash flows for the Registration Statementyears then ended, and its unaudited balance sheet (the “Balance Sheet”) as of October 31, 2005 (the “Balance Sheet Date”), its unaudited income statement and statement of cash flows for the nine (9) month period then ended, the Time of Sale Information month then ended and the Prospectusesquarter ended October 31, together 2005, an unaudited detailed reconciliation by general ledger account for the Balance Sheet as of the Balance Sheet Date, and an unaudited working capital schedule by general ledger account as of the Balance Sheet Date (collectively, the “Financial Statements”). The Financial Statements (a) are derived from and are in accordance with the related notesbooks and records of the Company, comply (b) complied as to form in all material respects with the Securities Actapplicable accounting requirements with respect thereto as of their respective dates, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statements of earnings and shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2004, 2005 and 2006 (c) have been prepared in accordance with generally accepted accounting principles in GAAP applied on a basis consistent with prior periods except, with respect to unaudited Financial Statements, for any absence of notes thereto and subject to normal year-end audit adjustments, (d) fairly and accurately present the United States financial condition of America (“U.S. GAAP”). The unaudited consolidated financial statements Company at the respective dates specified therein and the results of the Company operations and cash flows for the six month respective periods ended June 30, 2006 and 2007 have been prepared specified therein in accordance conformity with U.S. GAAP applied on a consistent basis throughout the periods involved basis; and (e) are true, complete and correct in all material respects. Company has no Liability, except for normal year end adjustments). The selected consolidated financial data (a) those set forth in the Financial Statements, (b) those which are of a nature not required by GAAP to be reflected on the CompanyFinancial Statements, the summary consolidated financial data (c) those disclosed in Schedule 3.7(a) of the Company Disclosure Letter, and all operating data of the Company included or incorporated by reference (d) those incurred in the Registration Statementordinary course of Company’s business, consistent with past practice, that are not material in amount either individually or collectively and which do not result from any breach of contract, tort or violation of law. Except for Liabilities reflected in the Financial Statements, Company has no off balance sheet Liability of any nature (matured or unmatured, fixed or contingent) to, or any financial interest in, any third party or entities, the Time purpose or effect of Sale Information and which is to defer, postpone, reduce or otherwise avoid or adjust the Prospectuses present fairly in all material respects recording of debt expenses incurred by Company. All reserves established by Company that are set forth or reflected on the information shown therein and the selected consolidated financial data of the Company and the summary consolidated financial data of the Company Balance Sheet have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein, have been prepared established in accordance with Canadian Securities Laws with respect to pro forma financial statements, and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinGAAP.

Company Financial Statements. The Company’s consolidated financial statements included or incorporated by reference in Section 2.7 of the Registration Statement, Disclosure Schedule sets forth the Time of Sale Information and the Prospectuses, together with the related notes, comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position (i) audited balance sheets of the Company (and its consolidated subsidiaries at the dates indicated as applicable, Predecessor Company) as of December 31, 2009 and 2008, and the consolidated audited statements of earnings income, cash flow and shareholdersstockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the twelve (12) month periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 20042009 and 2008 (the “Year-End Financials”), 2005 (ii) unaudited balance sheet of the Company (and 2006 as applicable, Predecessor Company) as of December 31, 2010, and (iii) an unaudited balance sheet of the Company (and as applicable, Predecessor Company) as of June 30, 2011 (the “Balance Sheet Date”), and the related unaudited consolidated statement of income, cash flow and stockholders’ equity for the twelve month period ended December 31, 2010, and the six month period ended June 30, 2011 (the “Interim Financials”). The Year-End Financials and the Interim Financials (collectively referred to as the “Financials”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved indicated and consistent with each other (except for normal year end adjustmentsthat the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The selected consolidated financial data of the Company, the summary consolidated financial data of the Company and all operating data of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses Financials fairly present fairly in all material respects the information shown therein and the selected consolidated financial data condition of the Company (and as applicable, Predecessor Company) as of the summary dates and during the periods indicated therein, 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 unaudited consolidated financial data balance sheet of the Company (and as applicable, Predecessor Company) as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” All accounts receivable of Company shown on the Current Balance Sheet are (i) valid and genuine and have arisen solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the ordinary course of business consistent with past practice, (ii) not subject to valid defenses, set offs or counterclaims and (iii) collectible within ninety (90) days after billing at the full recorded amount thereof. No further goods or services are required to be provided in order to complete the sales and to entitle the Company or its assignee to collect the accounts receivable in full and none of the accounts receivable have been compiled on a basis consistent with that of the audited pledged or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect assigned to pro forma financial statements, and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinany Person.

Company Financial Statements. The Company’s consolidated financial statements included or incorporated by reference in the Registration StatementCompany has delivered to Parent its audited balance sheet as of December 31, the Time 2003, its unaudited balance sheet as of Sale Information and the Prospectuses, together with the related notes, comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statements of earnings and shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2004, its audited income statement and statement of cash flows for the year ended December 31, 2003, and its unaudited income statement and statement of cash flows for the period January 1, 2004 through December 31, 2004, its unaudited income statement and statement of cash flows for the period January 1, 2005 through January 31, 2005, and 2006 its balance sheet as of January 31, 2005 (collectively, the “Company Financial Statements”), a copy of each of which is included as Schedule 3.8 of the Company Disclosure Letter. The Company Financial Statements: (a) are derived from and are in accordance with the books and records of Company, (b) fairly and accurately represent the financial condition of Company at the respective dates specified therein and the results of operations for the respective periods specified therein in conformity with United States generally accepted accounting principals (“GAAP”), and (c) have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except for normal year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data of the Company and all operating data of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data of the Company and the summary consolidated financial data of the Company have been compiled on a basis consistent with that prior periods except for any absence of notes thereto. The unaudited balance sheet of Company as of January 31, 2005 (the audited or unaudited consolidated financial statements of “Balance Sheet Date”), included in the Company included or incorporated by reference Financial Statements is hereinafter referred to as the “Balance Sheet.” Except as disclosed in the Registration StatementCompany Financial Statements, since the Time Balance Sheet Date, Company has no liabilities required under GAAP to be set forth on a balance sheet (absolute, accrual, contingent or otherwise), except for liabilities incurred since the Balance Sheet Date in the ordinary course of Sale Information and the Prospectusesbusiness, consistent with past practice. The pro forma financial statements of All reserves established by the Company and the related notes thereto included that are set forth or incorporated by reference reflected in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statements, and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof Balance Sheet are reasonable and the adjustments used therein are appropriate to give effect adequate. No amounts paid to the transactions and circumstances referred Company are refundable or subject to thereina rebate, chargeback, repayment or cancellation right where Company has to return any money.

Company Financial Statements. The Company has delivered to Parent as ---------------------------- an attachment to Schedule 3.8 to the Company Disclosure Letter audited ------------ consolidated balance sheets of the Company dated December 31, 2000 and December 31, 1999, and an unaudited consolidated balance sheet of the Company dated June 30, 2001, and the Company’s 's audited consolidated statements of income and expense, statements of cash flows and statements of members' equity for the years ended December 31, 2000 and December 31, 1999, respectively, and unaudited consolidated statements of income and expense, statements of cash flows and statements of members' equity for the six-month period ended June 30, 2001 (all such financial statements of the Company and any notes thereto are hereinafter collectively referred to as the "Company Financial Statements"). The Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Company, (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified, and (c) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a basis consistent with prior periods except for any absence of notes to any of the unaudited Company Financial Statements. The Company has no debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's unaudited balance sheet as of June 30, 2001 included or incorporated by reference in the Registration StatementCompany Financial Statements (the "Balance Sheet"), and (b) that may have been incurred after June 30, 2001 (the Time "Balance Sheet Date") in the ordinary course of Sale Information the Company's business consistent with its past practices and that are not material in amount, either individually or collectively, and are not required to be set forth in the ProspectusesBalance Sheet under GAAP. All reserves established by the Company that are set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, together with there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the related notes, Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5. The Financial Statements comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position American Institute of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statements Certified Public Accountants' Statement of earnings and shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2004, 2005 and 2006 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except for normal year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data of the Company and all operating data of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data of the Company and the summary consolidated financial data of the Company have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statements, and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinPosition 97-2.

Company Financial Statements. The Company’s consolidated financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses, together with the related notes, comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position Attached to Schedule 3.8 of the Company Disclosure Letter are unaudited consolidated balance sheets of Company as of December 31, 1999 and its 2000 and an unaudited consolidated subsidiaries at balance sheet of the dates indicated Company dated May 31, 2001 and the Company's unaudited consolidated statements of earnings operations and shareholders’ equity and statements of cash flows of the Company and its consolidated subsidiaries for the periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 20041999 and 2000, 2005 and 2006 Company's unaudited consolidated statement of operations and statement of cash flows for the five month period ended May 31, 2001 (all such financial statements of Company and any notes thereto are hereinafter collectively referred to as the "Company Financial Statements"). The Company Financial Statements: (a) are derived from and are in accordance with the books and records of Company; (b) fairly present the financial condition of Company at the dates therein indicated and the results of operations for the periods therein specified; and (c) have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except for normal year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data of the Company and all operating data of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data of the Company and the summary consolidated financial data of the Company have been compiled on a basis consistent with that prior periods except for any absence of the audited or notes thereto. The unaudited consolidated financial statements balance sheet of the Company as of May 31, 2001 (the "Balance Sheet Date") included or incorporated by reference in the Registration StatementCompany Financial Statements is hereinafter referred to as the "Balance Sheet." The Company has no debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, which is required to be set forth in the Time of Sale Information and Company Financial Statements under GAAP except for those (i) disclosed in the Prospectuses. The pro forma financial statements Company Financial Statements, (ii) that may have been incurred after the Balance Sheet Date in the ordinary course of the Company Company's business consistent with its past practices, and the related notes thereto included (iii) which are, individually or incorporated by reference in the Registration Statementaggregate, not material to the Time business, results of Sale Information and operations or financial condition of the Prospectuses present fairly Company. All reserves established by Company that are set forth in all or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statements, and have been properly compiled on the bases described therein, and the assumptions loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the preparation thereof Financial Accounting Standards Board in March 1975) which are reasonable and not adequately provided for in the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinBalance Sheet as required by said Statement No. 5.

Company Financial Statements. The Section 2.6 of the Company Disclosure Letter includes the Company’s 's audited and/or reviewed consolidated financial statements included or incorporated by reference in (balance sheets, income statements and statements of cash flows) as of and for the Registration Statementfiscal years ending January 31, the Time of Sale Information 1996, 1995 and 1994 and the ProspectusesCompany's unaudited consolidated financial statements (balance sheets, income statement and statement of cash flow) as of and for the eleven (11) months ended December 31, 1996 (collectively, together with the related notesfinancial statements for the twelve months ended January 31, comply in all material respects with the Securities Act1997 to be delivered pursuant to Section 1.4, the Exchange Act "Financial Statements"). Except for customary year end adjustments (of which, to the Company's current knowledge, no individual item will be greater than $100,000) the Financial Statements are complete and Canadian Securities Lawscorrect and have been (or, and present fairly in all material respects the consolidated financial position case of the Company and its consolidated subsidiaries at January 31, 1997 financial statements, will be) prepared in accordance with GAAP applied on a basis consistent throughout the dates periods indicated and consistent with each other (except that the consolidated unaudited financial statements of earnings and shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. The audited consolidated financial statements of the Company for the fiscal years eleven (11) months ended December 31, 2004, 2005 and 2006 have been prepared 1996 do not contain the notes necessary to be in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”)and are subject to customary year end adjustments. The unaudited consolidated Financial Statements present fairly (and the January 31, 1997 financial statements will present fairly) the financial condition and operating results of the Company for as of the six month periods ended June 30, 2006 dates and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout during the periods involved (indicated therein except for normal customary year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data audited balance sheet of the Company and all operating data as of January 31, 1996 is hereinafter referred to as the "Audited Balance Sheet." The unaudited balance sheet of the Company included or incorporated by reference in the Registration Statementas of December 31, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data of the Company and the summary consolidated financial data of the Company have been compiled on a basis consistent with that of the audited or unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses. The pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein, have been prepared in accordance with Canadian Securities Laws with respect to pro forma financial statements, and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances 1996 is hereinafter referred to thereinas the "Unaudited Balance Sheet." It is acknowledged that the balance sheet for January 31, 1997 will include reserves for payments to be made for Employment Termination Agreements, deferred compensation and bonuses.

Company Financial Statements. The Company’s consolidated financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses, together with the related notes, comply in all material respects with the Securities Act, the Exchange Act and Canadian Securities Laws, and present fairly in all material respects the consolidated financial position Company has delivered to Excite@Home ---------------------------- as a schedule to Part 2.9 of the Company Letter, the corporate predecessor of Company's audited consolidated balance sheets as of December 31, 1996, 1997 and its consolidated subsidiaries at the dates indicated 1998 and the corporate predecessor of Company's audited consolidated statements of earnings and shareholders’ equity and income, statements of cash flows and statements of the Company and its consolidated subsidiaries changes in stockholders' equity for the periods specified. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 20041996, 2005 1997 and 2006 1998 and the corporate predecessor of Company's unaudited consolidated balance sheet as of July 31, 1999 and the corporate predecessor of Company's unaudited consolidated statements of income for the seven month period ended July 31, 1999 (all such financial statements of the corporate predecessor of Company and any notes thereto are hereinafter collectively referred to as the "Company Financial Statements"). The Company Financial Statements (a) are derived from and in accordance with the books and records of the corporate predecessor of Company and its Subsidiaries, (b) fairly present the financial condition of the corporate predecessor of Company at the dates therein indicated and the results of operations for the periods therein specified and (c) have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements of the Company for the six month periods ended June 30, 2006 and 2007 have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except for normal year end adjustments). The selected consolidated financial data of the Company, the summary consolidated financial data of the Company and all operating data of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly in all material respects the information shown therein and the selected consolidated financial data of the Company and the summary consolidated financial data of the Company have been compiled on a basis consistent with that prior periods except for any absence of the audited or unaudited consolidated financial statements notes thereto. Except as set forth in Part 2.9 of the Company Letter, Company has no debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for (i) those shown on the corporate predecessor of Company's audited balance sheet as of December 31, 1998 included or incorporated by reference in the Registration StatementCompany Financial Statements (the "Balance Sheet"), and (ii) those that may have been incurred after December 31, 1998 (the Time "Balance Sheet Date") in the ordinary course of Sale Information and the Prospectuses. The pro forma financial statements business of Company or of the Company corporate predecessor of Company, consistent with its past practices, and the related notes thereto included that are not material in amount, either individually or incorporated by reference collectively, and (iii) those that are not required to be set forth in the Registration Statement, Balance Sheet under GAAP. All reserves established by the Time corporate predecessor of Sale Information and Company that are set forth in or reflected in the Prospectuses present fairly in all material respects the information shown therein, have been prepared Balance Sheet are established in accordance with Canadian Securities Laws with respect to pro forma financial statementsGAAP. At the Balance Sheet Date, and have been properly compiled on the bases described therein, and the assumptions there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the preparation thereof Financial Accounting Standards Board in March 1975) which are reasonable and not adequately provided for in the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinBalance Sheet as required by such Statement No. 5.