Common use of SEC Reports Clause in Contracts

SEC Reports. SSI and STI have delivered to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5

SEC Reports. SSI (a) Since January 1, 2015, the Company has filed or furnished (as applicable) all forms, reports, schedules, statements and STI have delivered to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI documents with the SEC on that have been required to be so filed or after June 27, 1997 with respect furnished (as applicable) by it under Applicable Law at or prior to the Group Business time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file Company with the SEC on after January 1, 2015 and at or after June 27, 1997 with respect prior to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact Effective Time that are not required to be stated therein so filed or necessary in order to make furnished, the statements therein“Company SEC Reports”). (b) Each Company SEC Report complied, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Actwill comply, as the case may be, to have as of its filing date (or, if amended any such or superseded by a filing, except for such requirements as were fulfilled by on the filing date of such Seagate SEC Documentsamended or superseded filing), the Seagate SEC Documents complied, when filed, as to form in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the rules and regulations promulgated ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such Company SEC Report was, or will be, filed. (c) As of its filing date (or, if amended or superseded by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits a filing prior to the Seagate date of this Agreement, on the date of such amended or superseded filing), each Company SEC Documents. Report did not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (bd) SSI Financial Statements; Absence As of Undisclosed Liabilities. The consolidated financial statements dated as the date of and for this Agreement, (i) there are no outstanding or unresolved comments in any comment letters of the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations staff of the SEC received by the Company relating to the Company SEC Reports or any registration statement filed by the Company with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) SEC and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after no Company SEC Report nor any registration statement filed by the SSI Consolidated Financial Statements Balance Sheet Date in Company with the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements areSEC is, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct Knowledge of the business Company, the subject of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in ongoing SEC review. (e) No Subsidiary of the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) Company is subject to the SSI Disclosure Letter are the audited combined financial statements reporting requirements of Section 13(a) or Section 15(d) of the Group Business dated as of July 3Exchange Act. (f) Since January 1, 19982015, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations no executive officer of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, Company has failed to make the combined financial position certifications required of him or her under Section 302 or 906 of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Group Business) have no Liabilities of any nature (matured or unmaturedCompany SEC Report, fixed or contingent) which (i) are related to or arose except as disclosed in connection certifications filed with the Group Business; (ii) individually Company SEC Reports, and at the time of filing or in submission of each such certification, such certification was true and accurate and complied with the aggregate▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 1, are 2015, neither the Company nor any of a nature required to be recorded on its executive officers has received any written notice from any Governmental Entity challenging or questioning the face accuracy, completeness, form or manner of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for filing of such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5certifications.

SEC Reports. SSI Acquiror has filed on a timely basis all forms, reports, statements, certifications and STI have delivered other documents (including all exhibits, amendments and supplements thereto) required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI it with the SEC since January 1, 2017 (all such forms, reports, statements, certificates and other documents filed since January 1, 2017, collectively, the “Acquiror SEC Reports”). A true and complete copy of each Acquiror SEC Report is available on or after June 27, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with website maintained by the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assetsat ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. As of their respective dates of filing with the SEC (or, in to the case of registration statementsextent amended or superseded by a subsequent filing prior to the date hereof, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate date of such subsequent filing made prior to the date hereof), each of the Acquiror SEC Documents Reports, as amended prior to the date of this Agreement, complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder and other applicable Legal Requirement, each as in effect on the date of any such filing. (including all exhibits and schedules thereto and documents incorporated a) None of the Acquiror SEC Reports contained, when filed (or, to the extent amended or superseded by reference therein) contained a subsequent filing, as of the date of such subsequent filing), any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as misleading. As of such time the date of filingthis Agreement, and there is are no requirement under outstanding or unresolved comments in comment letters received from the Securities Act or SEC staff with respect to the Exchange Act, as the case may beAcquiror SEC Reports and, to have amended any such filingthe knowledge of Acquiror, except for such requirements as were fulfilled by none of the filing Acquiror SEC Reports is the subject of such Seagate ongoing SEC Documentsreview. Since September 28, the Seagate SEC Documents complied2016, when filed, Acquiror has been in compliance in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, listing and the corporate governance rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. of NASDAQ. (b) SSI Financial Statements; Absence Each of Undisclosed Liabilities. The the financial statements included in (i) the Form 10-K, filed by Acquiror with the SEC on February 17, 2017 (as subsequently amended on April 28, 2017) or (ii) the Forms 10-Q filed by the Acquiror with the SEC on each of May 5, 2017, August 3, 2017 and October 31, 2017 (including the related notes, where applicable) fairly presented the consolidated financial position of Acquiror and its Subsidiaries and the results of the consolidated statements dated of operations, changes in stockholders’ equity and cash flows of Acquiror and its Subsidiaries for the respective fiscal periods or as of and for the period ending July 3respective dates therein set forth (subject, 1998 in the case of SSI and its consolidated subsidiaries the unaudited financial statements, to normal recurring adjustments which were not or are not expected to be material in nature or amount). Each of such financial statements (including the "SSI CONSOLIDATED FINANCIAL STATEMENTS"related notes, where applicable), complied at the applicable time of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing) complied as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto and each of such financial statements (including the related notes, were where applicable) has been prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (involved, except as may have been indicated in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows statements for the respective periods then ended. SSI has no liabilities or obligations absence of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI footnotes and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations normal adjustments as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued permitted by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect theretoSEC. (c) Since September 28, and present fairly2016, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group chief executive officer of Acquiror and the Contributing Companies chief financial officer of Acquiror (or each former chief executive officer of Acquiror and each former chief financial officer of Acquiror, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Section 302 and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Acquiror SEC Reports.

SEC Reports. SSI (a) ARMEAU has filed all reports, schedules, forms, statements and STI have delivered other documents required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI it with the SEC on or after June 27, 1997 with respect pursuant to the Group Business or the Group Assets Exchange Act (the "SEAGATE “SEC DOCUMENTS"Reports”), which are the material documents . (other than preliminary materialb) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and except as disclosed in the Seagate rules and regulations of the SEC Documentspromulgated thereunder, and none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. All material Contracts to which ARMEAU is a party or to which the property or assets of ARMEAU are subject have been filed as of such time of filing, exhibits to or incorporated by reference in the SEC Reports and there is no requirement to the extent required under the Securities Act or the Exchange Act, as applicable. The financial statements of ARMEAU included in the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, Reports comply in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto) and fairly present (subject, or, in the case of unaudited statements as permitted by Form 10-Q), and fairly present in all material respects (subject in the case of unaudited statements, to normal year-end normal, recurring audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries ARMEAU as at the respective dates thereof and the consolidated results of their its operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or The disclosure set forth in the aggregate, SEC Reports regarding ARMEAU’s business is current and complete and accurately reflects operations of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations ARMEAU as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements it exists as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5hereof.

SEC Reports. SSI and STI have delivered to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement The Company has filed by SSI and/or STI on a timely basis with the SEC on all SEC Reports. The SEC Reports constitute all of the documents required to be filed by the Company with the Commission under Section 13 or after June 2714 of the Exchange Act since December 31, 1997 2007. Each SEC Report other than the First Quarter Form 10-Q, as of the date of the filing thereof with respect the Commission (or if amended or superseded by a filing prior to the Group Business date hereof, then on the date of such amending or superseding filing) or as of the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, date hereof in the case of registration statementsthe First Quarter Form 10-Q, their effective datescomplied in all material respects with the requirements of the Securities Act or Exchange Act, as applicable, and except the rules and regulations promulgated thereunder. The SEC Reports, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) and as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits date hereof, did not and schedules thereto and documents incorporated by reference therein) contained do not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as misleading. As of their respective dates (or if amended or superseded by a filing prior to the date hereof, then on the date of such time of amending or superseding filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents), the Seagate financial statements of the Company included in the SEC Documents complied, when filedReports (including, in all material respects with each case, any related notes), including any SEC Reports filed after the then applicable requirements date of this Agreement until the Securities Act Closing, complied or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied will comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were thereto as in effect at the time of filing. Such financial statements have been or will be prepared in accordance with GAAP consistently applied on a consistent basis at the times and during the periods involved (except (i) as may have been be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements as permitted by Form 10-Q of the Commission) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5.

SEC Reports. SSI The Company has filed all reports, schedules, forms, statements and STI have delivered other documents required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI with it under the SEC on Exchange Act, including pursuant to Section 13(a) or after June 2715(d) thereof, 1997 with respect for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to the Group Business or the Group Assets file such material) (the "SEAGATE SEC DOCUMENTS")foregoing materials, which are including the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein, and the Registration Statements on Form S-1 filed by the Company under the Securities Act being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure to qualify to register the Shares and the Warrant Shares for resale on Form S-1 or which would prevent any Purchaser from using Rule 144 to resell any Securities). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5.

SEC Reports. SSI (a) Since April 29, 2015 (the “Reference Date”), the Company has filed or furnished (as applicable) all forms, reports, schedules, statements and STI have delivered to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI documents with the SEC on that have been required to be so filed or after June 27, 1997 with respect furnished (as applicable) by it under Applicable Law at or prior to the Group Business time so required, including any amendments or supplements thereto, and, after the Group Assets (date of this Agreement and until the "SEAGATE SEC DOCUMENTS")Effective Time, which are the material Company will file all forms, reports, schedules, statements and documents (other than preliminary material) that SSI and STI were required to file with the SEC on that are required to be filed by it under Applicable Law at or after June 27, 1997 with respect prior to the Group Business time so required, including any amendments or supplements thereto (all such forms, reports, schedules, statements and documents, as amended or supplemented, filed or furnished since the Group Assets. As Reference Date, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC at or prior to the Effective Time that are not required to be so filed or furnished, the “SEC Reports”). (b) Each SEC Report filed prior to the date hereof (or if amended prior to the date hereof, as of their respective dates the date of the last such amendment) complied, or, in the case of registration statementsSEC Reports filed after date hereof and prior to the Effective Time, their effective dateswill comply, as the case may be, as of its filing date, as to form with the applicable requirements of the Securities Act, the Exchange Act, or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and except applicable rules and regulations promulgated thereunder, each as disclosed in effect on the filing date (or if amended prior to the date hereof, as of the date of the last such amendment), in all material respects. True, correct and complete copies of all SEC Reports are publicly available in the Seagate SEC DocumentsElectronic Data Gathering, none Analysis and Retrieval database of the Seagate SEC. As of its filing date (or in the case of a registration statement under the Securities Act, at the time it was declared effective), each SEC Documents Report (including all exhibits or if amended prior to the date hereof, as of the date of the last such amendment) did not, and schedules thereto will not, in the case of any SEC Report filed after the date hereof and documents incorporated by reference therein) contained prior to the Effective Time, contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading. (c) Since the Reference Date, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein), except in each case for such comments, questions, notices, investigations or reviews which have been fully resolved. (d) None of the Company’s Subsidiaries is (or since the Reference Date has been) required to file any forms, reports, schedules, statements or other documents with the SEC. (e) Since the Reference Date, no executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, Table of Contents except as disclosed in certifications filed with the SEC Reports, and at the time of filingfiling or submission of each such certification, such certification was true and there is no requirement under accurate and complied with the Securities Act ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since the Reference Date, neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the Exchange Actaccuracy, as the case may becompleteness, to have amended any such filing, except for such requirements as were fulfilled by the form or manner of filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, certifications. (f) The Company is in compliance in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, listing and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published corporate governance rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Nasdaq.

SEC Reports. SSI The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and STI have the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to VERITAS or its counsel correct the Investors true and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group AssetsReports. As of their respective dates or, in the case of registration statements, their effective filing dates, and except as disclosed the SEC Reports complied in all material respects with the Seagate SEC Documents, none requirements of the Seagate Securities Act and the Exchange Act, and the rules and regulations of the SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filing, misleading. All material contracts and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements other documents of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were Company required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed LiabilitiesReports have been filed as required. The consolidated financial statements dated of the Company included in the SEC Reports complied as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form their respective filing dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto) ), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) ). As of the consolidated financial position of SSI and its respective consolidated subsidiaries as at date hereof, the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmaturedCompany has, fixed or contingent) which areon a timely basis, individually or in the aggregate, of a nature made all filings required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued made by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects Company with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, SEC and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the Group Business) have no Liabilities account of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with person other than the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Company.

SEC Reports. SSI Since its incorporation, MGI has filed all required forms, reports and STI have delivered to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI documents with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTSReports") required to be filed by it pursuant to the Federal securities laws and the rules and regulations thereunder, all of which have complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), which are the material documents (other than preliminary material) that SSI Exchange Act and STI were required to file with the SEC on or after June 27rules and regulations promulgated thereunder. Except as set forth in Schedule 3.06 hereof, 1997 with respect to the Group Business or the Group Assets. As as of their respective dates of filing in final or definitive form (or, in if amended or superseded by a subsequent filing, then on the case date of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documentssuch subsequent filing), none of the Seagate SEC Documents (including all exhibits and Reports of MGI, including, without limitation, any financial statements or schedules thereto and documents incorporated by reference included therein) , contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading misleading. Except as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documentsset forth in Schedule 3.06 hereof, the Seagate SEC Documents complied, when filed, financial statements (including the related notes) included in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence Reports of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") MGI complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (involved, except as may have been indicated otherwise noted therein or, in the notes thereto) case of the unaudited financial statements, as permitted by the applicable rules and regulations of the Commission and fairly present presented in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of SSI MGI and its respective consolidated subsidiaries Subsidiaries as at the of their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of MGI and its consolidated Subsidiaries for the respective periods then endedpresented therein. SSI Except as and to the extent set forth or disclosed in the consolidated balance sheet of MGI as of September 30, 1997 (the "Last Balance Sheet") or as set forth on Schedule 3.06, (i) at September 30, 1997, neither MGI nor any Subsidiary had any material liabilities, absolute, accrued or contingent, required by GAAP to be reflected on a balance sheet of MGI or the notes thereto, and (ii) since September 30, 1997, MGI has no not incurred any liabilities or obligations of any nature (matured or unmaturedabsolute, fixed accrued or contingent) which areare required by GAAP, to be reflected on a balance sheet of MGI and which individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a MGI Material Adverse Effect on the Group BusinessEffect, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5business.

SEC Reports. SSI (a) Except as disclosed in Schedule 6.9, AmerUs has filed all required reports, schedules, forms, statements and STI have delivered to VERITAS or its counsel correct other documents (including exhibits and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI all other information incorporated therein) with the SEC on or after June 27since January 1, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE AmerUs SEC DOCUMENTSDocuments"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates ordates, the AmerUs SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934 (the "Exchange Act"), as the case of registration statements, their effective datesmay be, and except as disclosed in the Seagate rules and regulations of the SEC promulgated thereunder applicable to such AmerUs SEC Documents, and none of the Seagate AmerUs SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. Except to the extent that information contained in any AmerUs SEC Document has been revised or superseded by a later filed AmerUs SEC Document, none of the AmerUs SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of AmerUs included in the AmerUs SEC Documents comply as to form, as of such time their respective dates of filing, and there is no requirement under filing with the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filedSEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of AmerUs and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then applicable ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). (b) As of their respective dates, the AMHC SEC Documents shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case of the unaudited statements, promulgated thereunder applicable to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flowsAMHC SEC Documents, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations none of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5the

SEC Reports. SSI The Company has heretofore filed with the Securities and STI have delivered Exchange Commission (the "SEC") pursuant to VERITAS the Securities Exchange Act of 1934, as amended (the "Exchange Act"), all reports and other documents required to be filed, including an Annual Report on Form 10-K for the year ended December 31, 1998 (the "Form 10-K"). None of such reports, or its counsel correct and complete copies of the final version of each reportany other reports, scheduledocuments, registration A-17 19 statement and statements, definitive proxy statement materials and other filings required to be filed by SSI and/or STI with the SEC on or after June 27, 1997 with respect to under the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI rules and STI were required to file with regulations of the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate ("SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference thereinFilings") contained contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, at the time and in light of the circumstances under which they were made, not misleading as of such time of filingmisleading. Since December 31, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents1998, the Seagate SEC Documents complied, when filed, in all material respects Company has timely filed with the then SEC all SEC Filings and all such SEC Filings complied with all applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, applicable and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated audited financial statements dated as of the Company included or incorporated by reference in the 1998 Annual Report and for the period ending July 3unaudited financial statements contained in the quarterly reports on Form 10-Q filed since December 31, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were each have been prepared in accordance with GAAP such acts and rules and with United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved (indicated therein and with each other, except as may have been be indicated therein or in the notes thereto) thereto and except that the unaudited interim financial statements may not contain all footnotes and adjustments required by United States generally accepted accounting principles, and fairly present (the financial condition of the Company as at the dates thereof and the results of its operations and statements of cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments. Except as reflected in such financial statements, the Company has no material liabilities, absolute or contingent, other than ordinary course liabilities incurred since the date of the last such financial statements in connection with the conduct of the business of the Company. Since December 31, 1998, and except as described in the Company's SEC Filings since December 31, 1998, there has been no: (a) change in the consolidated assets, liabilities, financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated condition or operating results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations Company from that reflected in the 1998 Annual Report, except changes in the ordinary course of any nature (matured or unmatured, fixed or contingent) which arebusiness that have not, individually or in the aggregate, of a nature required resulted in and are not reasonably expected to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared result in accordance with GAAP and which would have a Material Adverse Effect on (and except that the Group BusinessCompany expects to continue to incur substantial operating losses, which may be material); (b) damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties or financial condition of the Company (and except that the Company expects to continue to incur substantial operating losses, which may be material); (c) waiver or compromise by the Company of a material right or of a material debt owed to it; (d) satisfaction or discharge of any lien, claim or encumbrance by the Company, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in which is not material to the STI/SSI Consolidated Financial Statements arebusiness, to Seagate's Knowledge, reasonably adequate. At properties or financial condition of the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies Company (as such term business is used in Statement No. 5 issued presently conducted); (e) material change to a material contract or arrangement by which the Company or any of its assets is bound or subject; (f) sale, assignment or transfer to a third party that is not an Affiliate (as hereafter defined) of any material patents, trademarks, copyrights, trade secrets or other intangible assets for compensation which is less than fair value; (g) mortgage, pledge, transfer of a security interest in, or lien, created by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosedCompany, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Businessany of its material properties or assets, except liens for taxes not yet due or payable; (h) have no Liabilities declaration, setting aside or payment or other distribution in respect of any nature (matured of the Company's capital stock, except any direct or unmaturedindirect redemption, fixed purchase or contingent) which other acquisition of any such stock by the Company; or (i) are related event or condition of any type that has had or is reasonably expected to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of have a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Material Adverse Effect.

SEC Reports. SSI The Company has filed all reports and STI have delivered to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI statements with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with be filed by the Company since January 1, 2007 (as such reports and statements may have been amended since the date of their filing, the “Company SEC on or after June 27, 1997 with respect to the Group Business or the Group AssetsReports”). As of their respective filing dates oror the filing dates of amendments, the Company SEC Reports (i) complied in all material respects with, to the case extent in effect at the time of registration statementsfiling, their effective dates, and except as disclosed in the Seagate SEC Documents, none applicable requirements of the Seagate SEC Documents Securities Act and the Exchange Act and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements misleading. Each of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as (including the related notes) of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (Company included in the "SSI CONSOLIDATED FINANCIAL STATEMENTS") Company SEC Reports complied at the time it was filed as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing, were was prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto) and fairly present (subject, presented in the case of the unaudited statements, to normal year-end audit adjustments) all material respects the consolidated financial position of SSI the Company and its respective consolidated subsidiaries Subsidiaries as at of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature ended (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosedsubject, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence case of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) unaudited statements, to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"normal year-end adjustments). The Group Financial Statements comply Company has complied and is in compliance in all material respects with the then all applicable accounting certification, internal control and other requirements and provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5promulgated thereunder.

SEC Reports. SSI and STI have delivered (a) Since the date the Company became subject to VERITAS or its counsel correct and complete copies the reporting requirements of the final version of each reportExchange Act, schedulethe Company has filed all required forms, registration A-17 19 statement reports and definitive proxy statement filed by SSI and/or STI documents with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets Securities and Exchange Commission (the "SEAGATE SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"), all of which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As have complied as of their respective filing dates or, in all material respects with all applicable requirements of the case Securities Act of registration statements, their effective dates1933 (the "SECURITIES ACT") and the Exchange Act, and except as disclosed in the Seagate SEC Documents, none rules promulgated thereunder. None of the Seagate Company SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) at the time filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. misleading. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries Company included in the Company SEC Documents (including the "SSI CONSOLIDATED FINANCIAL STATEMENTS"notes thereto) at the time filed complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) all material respects the consolidated financial position of SSI the Company and its respective consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations ended (and include, in the case of any nature (matured or unmaturedunaudited interim financial statements, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet reasonable accruals for SSI and its consolidated normal year-end adjustments). No subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which Company are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects file periodic reports with the then applicable accounting requirements and rules and regulations of SEC under the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Act.

SEC Reports. SSI and STI have delivered The Company has previously made available to VERITAS or its counsel correct Purchaser true and complete copies of its (i) Annual Report on Form 10-K for its fiscal year ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) Current Report on Form 8-K dated June 6, 2008, (iii) the final version of each reportRegistration Statement on Form S-3 dated June 9, schedule2008, and (iv) any other reports or registration A-17 19 statement and definitive proxy statement statements filed by SSI and/or STI the Company with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets Securities and Exchange Commission (the "SEAGATE SEC DOCUMENTS")“Commission”) since March 31, 2008, except for preliminary material, which are all the material documents (other than preliminary material) that SSI and STI were the Company was required to file with since that date (collectively, the “SEC on or after June 27, 1997 with respect to the Group Business or the Group AssetsReports”). As of their respective dates or, in the case of registration statements, their effective dates, and except the SEC Reports complied as disclosed to form in all material respects with the Seagate SEC Documents, none requirements of the Seagate Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder applicable to such SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained Reports. As of their respective dates, the SEC Reports, when read together with previously filed SEC Reports, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filingmisleading, except for such requirements as were fulfilled updated, corrected or superseded by subsequently filed SEC Reports. Except as may be indicated therein or in the filing of such Seagate SEC Documentsnotes thereto, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The audited consolidated financial statements dated as and unaudited interim financial statements of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (Company included in the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied SEC Reports comply as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except as may have been indicated in the notes thereto) covered thereby and fairly present (subject, in all material respects the case financial condition of the unaudited statements, to normal year-end audit adjustments) Company as of the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof indicated and the consolidated results of their operations operations, changes in stockholders’ equity and cash flows of the Company for the respective periods then endedperiod indicated. SSI Since March 31, 2008, there has been no liabilities change in the assets, liabilities, financial condition, operating results or obligations business of any nature (matured or unmaturedthe Company and its Subsidiaries, fixed or contingent) which aretaken as a whole, from that reflected in the audited consolidated financial statements and unaudited interim financial statements of the Company included in the SEC Reports, except as set forth in the SEC Reports and except for changes that have not had and would not reasonably be expected to have, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Effect.

SEC Reports. SSI and STI have delivered to VERITAS or its counsel correct and complete copies of Except for the final version of each reportCompany's Form 10-K/A filed with the Commission on October 31, schedule2022, all forms, registration A-17 19 statement statements, reports, schedules and definitive proxy statement statements filed or required to be filed by SSI and/or STI Issuer under the Exchange Act or the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or after June 27, 1997 with respect to the Group Business unaudited financial statements and any notes thereto or the Group Assets schedules included therein (the "SEAGATE SEC DOCUMENTS"“Issuer Financial Statements”), which are at the material documents time filed (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in solely on the Seagate SEC Documents, none dates of the Seagate SEC Documents effectiveness) (including all exhibits and schedules thereto and documents incorporated by reference thereini) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filingmisleading, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS"ii) complied as to form in all material respects with the then applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto) and fairly present (subjectthereto or, in the case of the unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal year-end and recurring audit adjustments) in all material respects the consolidated financial position of SSI Issuer and its respective consolidated subsidiaries Subsidiaries as at of the respective dates thereof and the consolidated results of their its operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term PricewaterhouseCoopers LLP is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable an independent registered public accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (firm with respect to the Group Business) have no Liabilities Issuer and has not resigned or been dismissed as independent registered public accountants of any nature (matured Issuer as a result of or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually any disagreement with Issuer on any matter of accounting principles or in the aggregatepractices, are of a nature required to be recorded on the face of financial statement disclosure or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for auditing scope or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5procedures.

SEC Reports. SSI Financial Statements; Undisclosed Liabilities. ---------------------------------------------------------- (a) The Company has filed all forms, reports, schedules, statements and STI have delivered other documents required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI it with the SEC on or after June 27, 1997 with respect since its inception pursuant to the Group Business or federal securities laws and the Group Assets SEC rules and regulations thereunder, all of which, as of their respective dates, complied in all material respects with applicable requirements of the Securities Act of 1933, as amended (the "SEAGATE SEC DOCUMENTSSecurities Act"), which are and the material documents (other than preliminary material) that SSI Exchange Act, as the case may be, and STI were required to file with the applicable rules and regulations of the SEC on thereunder (collectively, the "Company SEC Reports"). None of the Company SEC Reports, including, without limitation, any financial statements or after June 27schedules included therein, 1997 with respect to the Group Business or the Group Assets. As as of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as misleading. (b) The financial statements (including the related notes thereto) of such time of filing, and there is no requirement under the Securities Act or Company included in the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate Company SEC Documents, the Seagate SEC Documents complied, when filed, Reports comply in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance conformity with generally accepted accounting principles ("GAAP ") in the United States applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) otherwise noted therein), and present fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI the Company and its consolidated Company Subsidiaries as of their respective consolidated subsidiaries as at the respective dates thereof dates, and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature presented therein (matured or unmaturedsubject, fixed or contingent) which are, individually or in the aggregatecase of the unaudited interim financial statements, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as normal year-end adjustments). (c) Except (i) were accrued or provided for as set forth in Section 3.4(c) of the Company Disclosure Schedule, (ii) as set forth in the consolidated balance sheet at July 3of the Company as of March 31, 1998, included 1999 set forth in the SSI Consolidated Financial Statements as of Company's Quarterly Report on Form 10-Q for the date thereof quarter ended March 31, 1999 (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATEBalance Sheet") or and (iiiii) are of a normally recurring nature for current liabilities and were obligations incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All practice since March 31, 1999 (and not materially different in type or amount), neither the Company nor any Company Subsidiary has any material liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities obligations of any nature (matured whether accrued, absolute, contingent or unmatured, fixed or contingentotherwise). (d) which (i) All accounts receivable of the Company and each Company Subsidiary that are related to or arose in connection with the Group Business; (ii) individually or reflected in the aggregate, are of a nature required to be recorded Balance Sheet or on the face accounting records of or disclosed in the notes Company and the Company Subsidiaries as of the date any Shares have been accepted for payment pursuant to the Group Financial Statements; Offer represent and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for will represent valid obligations arising from sales actually made or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), services actually performed in the ordinary course of business business. Section 3.4(d) of the Company Disclosure Schedule contains a complete and accurate aged accounts receivable list of the Company and the Company Subsidiaries as of June 30, 1999. As of the date any Shares have been accepted for payment pursuant to the Offer, there shall have been no material increase in the accounts receivable of the Company and the Company Subsidiaries that are 30 days or more past due. Unless paid prior to the date any Shares have been accepted for payment pursuant to the Offer, the accounts receivable of the Company and each Company Subsidiary are or will be as of the date any Shares have been accepted for payment pursuant to the Offer, collectible net of the respective reserves shown in Section 3.4(d) of the Company Disclosure Schedule or on the accounting records of the Company and each Company Subsidiary as of the date any Shares have been accepted for payment pursuant to the Offer (which reserves are adequate and calculated consistent with past practice. All liabilities and valuation practice and, in the case of the reserves as of the date any Shares have been accepted for payment pursuant to the Offer, will not represent a greater percentage of the 30 days or more past due accounts established and receivable as of such date than the reserves reflected in Section 3.4(d) of the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as Company Disclosure Schedule represented of such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5past due accounts receivable reflected therein).

SEC Reports. SSI All statements, reports, schedules, forms and STI other documents required to have delivered to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement been filed by SSI and/or STI Parent with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS")“Reports”) have been so filed on a timely basis. None of the Subsidiaries of Parent is currently or has, which are the material documents (other than preliminary material) that SSI and STI were since becoming a Subsidiary of Parent been, required to file any forms, reports or other documents with the SEC. As of the time it was filed with the SEC on (or, if amended or after June 27, 1997 with respect superseded by a filing prior to the Group Business or date of this Agreement, then on the Group Assets. As date of their respective dates or, such later filing): (a) each of the Reports complied as to form in all material respects with the case of registration statements, their effective dates, applicable requirements under Applicable Law; and except as disclosed in the Seagate SEC Documents, (b) none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filingmisleading, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. extent corrected (bi) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case of the unaudited statementsReports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, to normal year-end audit adjustments) by the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as filing of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") applicable amending or superseding Report, and (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct case of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred Reports filed after July 3, 1998, the date of this Agreement that are amended or superseded prior to the 1998 Group Balance Sheet (Closing, by the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE")filing of the applicable amending or superseding Report. To the knowledge of Parent, none of the Reports is the subject of ongoing SEC review or outstanding SEC comment. To the knowledge of Parent, there are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending, in the ordinary course each case regarding any accounting practices of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Parent.

SEC Reports. SSI (a) The Company has filed all reports and STI have delivered other documents with the SEC required to VERITAS be filed or its counsel correct and complete copies of furnished by the final version of each reportCompany since December 31, schedule2008 (such documents, registration A-17 19 statement and definitive proxy statement together with any current reports filed during such period by SSI and/or STI the Company with the SEC on or after June 27a voluntary basis on Form 8-K, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE “Company SEC DOCUMENTS"Reports”), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective filing dates, and except as disclosed the Company SEC Reports (i) complied in all material respects with, to the Seagate SEC Documentsextent in effect at the time of filing, none the applicable requirements of the Seagate SEC Documents Securities Act and the Exchange Act and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements misleading. Each of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as (including the related notes) of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (Company included in the "SSI CONSOLIDATED FINANCIAL STATEMENTS") Company SEC Reports complied at the time it was filed as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing, were was prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto) and presented fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) all material respects the consolidated financial position of SSI the Company and its respective consolidated subsidiaries Subsidiaries as at of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature ended (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosedsubject, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (ccase of unaudited statements, to normal year-end adjustments) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and None of the Contributing Companies (with respect Company’s Subsidiaries is subject to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date periodic reporting requirements of the 1998 Group Balance Sheet Exchange Act. (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts b) The Company has established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies maintains disclosure controls and procedures (as such term is defined in Statement NoRule 13a-14 under the Exchange Act), which such disclosure controls and procedures are effective in providing reasonable assurance (i) regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP and (ii) that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities. (c) The Company has made available to Parent correct and complete copies of all material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since January 1, 2008 and prior to the date hereof. 5) which As of the date hereof, there are not properly provided for no outstanding or disclosed unresolved comments in comment letters from the Group Financial Statements SEC staff with respect to any of the Company SEC Reports. To the knowledge of the Company, as required by Statement No. 5. 2.5of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review.

SEC Reports. SSI (a) The Company has timely filed all reports, schedules, forms, statements and STI have delivered other documents required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI with the SEC on or after June 27since January 1, 1997 with respect 2004 (collectively, the “Company SEC Reports”), all of which, at the time of filing thereof (except as and to the Group Business extent such Company SEC Report has been modified or superseded in any subsequent Company SEC Report filed and publicly available prior to the Group Assets date of this Agreement) complied in all material respects with all applicable requirements of the Exchange Act, the Securities Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the rules and regulations promulgated thereunder (the "SEAGATE “Securities Laws”) applicable to such Company SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group AssetsReports. As of their respective dates or(except as and to the extent modified or superseded in any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, in the case of registration statementsCompany SEC Reports filed prior to the date hereof, their effective datesor prior to the Effective Time, and except as disclosed in the Seagate case of subsequently-filed Company SEC DocumentsReports), none of the Seagate Company SEC Documents (including all exhibits Reports at the time of filing contained, nor will any report, schedule, form, statement or other document filed by the Company after the date hereof and schedules thereto and documents incorporated by reference therein) contained prior to the Effective Time contain, any untrue statement of a material fact or omitted omitted, or will omit, to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading as misleading. Each of such time the consolidated financial statements of filing, and there is no requirement under the Securities Act Company included or incorporated by reference in the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate Company SEC Documents, the Seagate SEC Documents Reports complied, when filedor will comply if filed after the date hereof, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been, or will be if filed after the date hereof, prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC and subject to normal year end audit adjustments which would not be material in amount or effect) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto) and fairly presented, or will fairly present (subjectif filed after the date hereof, in accordance with the case applicable requirements of GAAP and the applicable rules and regulations of the unaudited statementsSEC, to normal year-end audit adjustments) the assets, liabilities and the consolidated financial position of SSI the Company and its respective consolidated subsidiaries the Company Subsidiaries taken as at a whole, as of the respective dates thereof and the consolidated results of their operations operations, stockholders’ equity and cash flows for the respective periods then endedended (except, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act, which are subject to normal, recurring adjustments, none of which are material). SSI has As of the date hereof, no Company Subsidiary (including the Operating Partnership) is subject to the periodic reporting requirements of the Exchange Act. (b) There are no liabilities of the Company or obligations any of the Company Subsidiaries of any nature kind whatsoever, whether or not accrued and whether or not contingent or absolute or determined other than (matured i) liabilities disclosed in or unmatured, fixed reserved against or contingent) which are, individually or in the aggregate, of a nature required to be disclosed provided for on the face of a consolidated the audited balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities (or obligations as (i) were accrued or provided for disclosed in the notes thereto) in the most recent consolidated balance sheet at July 3, 1998, financial statements of the Company included in the SSI Consolidated Financial Statements as of Company SEC Reports filed prior to the date thereof hereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or “Balance Sheet”), (ii) are liabilities incurred on behalf of a normally recurring nature the Company or any Company Subsidiary in connection with the transactions contemplated by this Agreement and were (iii) liabilities incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in practice since the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At date of the SSI Consolidated Financial Statements Balance Sheet Dateand as would not, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are reasonably be likely to have a Company Material Adverse Effect. (c) The management of a nature required the Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act) to be recorded on the face of or disclosed in the notes ensure that material information relating to the Group Financial Statements; Company, including the consolidated Company Subsidiaries, is made known to the management of the Company, and (iiiii) are material has disclosed, based on its most recent evaluation, to the Group Business taken as a whole, except for such Liabilities as Company’s outside auditors and the audit committee of the Company Board (A) were accrued, provided for or disclosed all significant deficiencies and material weaknesses in the Group Financial Statements design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) are any fraud or allegation of fraud whether or not material, that involves management or other employees who have a normally recurring nature and were incurred after July 3, 1998, significant role in the date Company’s or any of the 1998 Group Balance Sheet Company’s Subsidiaries’ internal controls over financial reporting. (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), d) The Company has not identified any material weaknesses in the ordinary course design or operation of business consistent with past practicethe Company’s internal control over financial reporting. All liabilities and valuation accounts established and reflected in To the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At knowledge of the Group Financial Statements Balance Sheet DateCompany, there were is no material loss contingencies (as such term is defined in Statement No. 5) which are reason to believe that its auditors and its chief executive officer and chief financial officer will not properly provided for or disclosed in be able to give the Group Financial Statements as certifications and attestations required by Statement No. 5. 2.5pursuant to the rules and regulations adopted pursuant to Section 404 of SOX when next due.

SEC Reports. SSI The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (the " Exchange Act ") and STI have delivered the Company has timely filed all proxy statements, reports, schedules, forms, statements and other documents required to VERITAS or its counsel correct and complete be filed by it under the Exchange Act. The Company has furnished the Purchaser with copies of (i) its Annual Report on Form 10-K for the final version of each reportfiscal year ended December 31, schedule2002, registration A-17 19 statement (ii) its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003 and definitive proxy statement (iii) its Proxy Statement filed by SSI and/or STI with the SEC on or after June 27April 16, 1997 with respect to 2003 (collectively, the Group Business or the Group Assets (the "SEAGATE " SEC DOCUMENTSReports "), which are the material documents (other than preliminary material) that SSI and STI were required . The Company is eligible to file a registration statement on Form S-3 with the SEC on or after June 27for the purpose of registering the resale of its securities. Each SEC Report was, 1997 at the time of its filing, in substantial compliance with respect to the Group Business or requirements of its respective form and none of the Group Assets. As SEC Reports, nor the financial statements (and the notes thereto) included in the SEC Reports, as of their respective dates or, in the case of registration statements, their effective filing dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements misleading. The financial statements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by Company included in the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied Reports comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles (" GAAP ") applied on a consistent basis during the periods involved (except (i) as may have been be otherwise indicated in such financial statements or the notes theretothereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed) and fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5.

SEC Reports. SSI and STI have delivered to VERITAS or its counsel correct and complete copies of the final version of each (a) Each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI the Company with the SEC on or after June 27U.S. Securities and Exchange Commission (“SEC”), 1997 with respect from December 31, 2010 and prior to the Group Business or the Group Assets date of this Agreement (the "SEAGATE “SEC DOCUMENTS"Reports”), which are all of the material documents (other than preliminary material) that SSI and STI were the Company has been required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group AssetsSEC. As of their respective dates or, in the case of registration statements, their effective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and except as disclosed in the Seagate rules and regulations of the SEC Documentsapplicable to such SEC Reports, and none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) Reports contained as of the date of its filing any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements statement therein, in light of the circumstances under which they were made, not misleading misleading. (b) The financial statements of the Company included in the SEC Reports (including the information contained in the notes to the financial statements) comply as to form, as of such time their respective dates of filing, and there is no requirement under fling with the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filedSEC, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been be indicated on the notes thereto or, in the notes thereto) and case of the unaudited statements, as permitted by Rule 10.01 of Regulation S-X of the SEC). The consolidated financial statements fairly present present, in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit normal, recurring adjustments) , none of which will be material), the consolidated financial position of SSI Blue Earth and its respective consolidated subsidiaries Subsidiaries as at the of their respective dates thereof and the consolidated results of their operations and the consolidated cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI Buyer and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity Subsidiaries for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5periods presented therein.

SEC Reports. SSI The Company has filed all required reports, schedules, forms, statements, and STI have other documents with the Securities and Exchange Commission (the "SEC") (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to VERITAS or its counsel correct the Investors true and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group AssetsReports. As of their respective dates ordates, the SEC Reports complied in all material respects with the requirements of the 1933 Act or the 1934 Act, as the case of registration statements, their effective datesmay be, and except as disclosed in the Seagate SEC Documents, none rules and regulations of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) promulgated thereunder applicable to such SEC Reports. None of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The financial statements of the Company included in the SEC Reports complied as of such time their respective dates of filing, and there is no requirement under filing with the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto) ), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) ). As of the consolidated financial position of SSI and its respective consolidated subsidiaries as at date hereof, the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI Company has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of on a nature timely basis made all filings required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued made by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects Company with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5SEC.

SEC Reports. SSI The Issuer became a public company on February 16, 1995 pursuant to a registration statement on Form S-1 and STI have delivered simultaneously became a reporting company under the Exchange Act, and since such date Issuer has filed with the Commission all SEC Reports required to VERITAS be filed by it under each of the Securities Act and the Exchange Act, and the respective rules and regulations thereunder and except as set forth in Section 3.12 of the Disclosure Schedule, no SEC Report has been filed late with the Commission. The Issuer has furnished or its counsel made available or will make available to Purchaser true and correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI with the all SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group AssetsReports. As of their respective dates orfiling dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the applicable rules and regulations of the Commission thereunder, as the case of registration statements, their effective datesmay be, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements misleading. The financial statements of the Securities Act or Purchaser, including the Exchange Actnotes thereto, as the case may be, and the rules and regulations promulgated by included in the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied Reports comply as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles applied on a basis consistent basis during throughout the periods involved indicated and consistent with each other (except as may have been be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Commission rules) and present fairly present the financial position of the Issuer at the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end normal, recurring audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then endedadjustments which will not be material in amount or significance). SSI There has been no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or change in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, Issuer's accounting policies except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed described in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5financial statements.

SEC Reports. SSI Parent has filed all reports, schedules, forms, statements and STI have delivered other documents required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI with Parent under the SEC on Securities Act and the Exchange Act, including pursuant to Section 13(a) or after June 2715(d) thereof, 1997 with respect to for the Group Business or two years preceding the Group Assets date hereof (the "SEAGATE SEC DOCUMENTS")foregoing materials, which are including the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) , being collectively referred to herein as the “SEC Reports”), and the SEC Reports were filed on a timely basis or received a valid extension of such time of filing and were filed prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading. Parent has never been characterized as of such time of filing, and there is no requirement an issuer subject to Rule 144(i) under the Securities Act or Act. The financial statements of Parent included in the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, Reports comply in all material respects with the then applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by the SEC thereunderGAAP, and SSI and STI have filed fairly present in all material respects all documents the financial position of Parent and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The its consolidated financial statements dated subsidiaries as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements dates thereof and the published rules results of operations and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during cash flows for the periods involved (except as may have been indicated in the notes thereto) and fairly present (then ended, subject, in the case of the unaudited statements, to normal normal, immaterial, year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5.

SEC Reports. SSI Financial Statements. The Company has filed all reports, schedules, forms, statements and STI have delivered other documents required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI with the SEC on Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or after June 2715(d) thereof, 1997 with respect for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to the Group Business or the Group Assets file such material) (the "SEAGATE SEC DOCUMENTS")foregoing materials, which are including the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports, unless stated therein to the contrary, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act or Act. The financial statements of the Exchange Act, as Company included in the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, Reports comply in all material respects with the then applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by of the SEC thereunder, and SSI and STI have filed Commission with respect thereto as in all material respects all documents and agreements that were required to be filed as exhibits to effect at the Seagate SEC Documentstime of filing. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated Such financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may have been indicated be otherwise specified in such financial statements or the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present (in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5.

SEC Reports. SSI Purchaser has filed with the Commission all forms, reports, schedules, statements and STI have delivered other documents required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI with it and its subsidiaries under the SEC on or after June 27, 1997 with respect to the Group Business Exchange Act or the Group Assets Securities Act since January 1, 1994 (as such documents have been amended since the time of their filing, collectively, the "SEAGATE PURCHASER SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statementsif amended, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate date of the last such amendment, the Purchaser SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference thereini) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as and (ii) complied in all material respects with the applicable requirements of such time of filing, the Exchange Act and there is no requirement under the Securities Act or the Exchange Act, as the case may be. Each of the consolidated financial statements (the "PURCHASER FINANCIAL STATEMENTS") included in the Purchaser SEC Documents have been prepared from, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documentsand are in accordance with, the Seagate SEC Documents compliedbooks and records of Purchaser and/or its consolidated subsidiaries, when filed, comply in all material respects with the then applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) all material respects the consolidated financial position and the consolidated results of SSI operations and cash flows of Purchaser and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows or for the respective periods then endedpresented therein. SSI Purchaser has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required delivered to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years Company and the Stockholders a correct and complete copy of each Purchaser SEC Document (together with all exhibits and schedules thereto and as amended to date) filed since January 1, 1996. Since the date of the most recent Purchaser SEC Document, there has been no material adverse change in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies business (with respect to the Group Business) have no Liabilities of any nature (matured as presently conducted or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required presently expected to be recorded on the face conducted), financial condition or results of or disclosed in the notes to the Group Financial Statements; operations of Purchaser and (iii) are material to the Group Business its subsidiaries, taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5.

SEC Reports. SSI and STI have delivered to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement The Company has timely filed by SSI and/or STI with the SEC all Company SEC Reports required to have been filed on or after June 27May 3, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets2018. As of their respective effective dates or, (in the case of Company SEC Reports that are registration statements, statements filed pursuant to the requirements of the Securities Act of 1933 (the “Securities Act”)) and as of their effective datesrespective filing dates (in the case of all other Company SEC Reports), and except to the extent corrected by subsequent Company SEC Reports filed prior to the date hereof, each Company SEC Report (a) complied as disclosed to form in all material respects with the Seagate SEC Documents, none requirements of the Seagate Exchange Act and the Securities Act, as the case may be, applicable to such Company SEC Documents Report, (including b) was prepared in all exhibits material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act and schedules thereto other applicable Law and documents incorporated by reference therein(c) contained did not, as of such respective dates, or if amended or restated prior to the date hereof, at the time of such later amendment or restatement, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements misleading. As of the Securities Act date of this agreement, there are no outstanding or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed unresolved comments in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of comment letters received from the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during to the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case Company SEC Reports. No Subsidiary of the unaudited statements, Company is subject to normal year-end audit adjustments) the consolidated financial position periodic reporting requirements of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities Exchange Act or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature is otherwise required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Businessfile any periodic forms, except for such liabilities reports, schedules, statements or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects other documents with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5SEC.

SEC Reports. SSI (a) Buyer (including, for the purposes of this Section 5.6(a), all predecessor entities) and STI its Subsidiaries have delivered filed all forms, reports, statements, certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI them with the SEC on or after June 27since January 1, 1997 with respect to the Group Business or the Group Assets 2007 (all such forms, reports, statements, certificates and other documents filed since January 1, 2007, including any amendments thereto, collectively, the "SEAGATE Buyer SEC DOCUMENTSReports"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the all Buyer SEC Reports have been filed on or after June 27, 1997 with respect to the Group Business or the Group Assetsa timely basis. As of their respective dates orthe Buyer SEC Reports complied, and each of the Buyer SEC Reports filed subsequent to the date of this Agreement will comply, in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case of registration statements, their effective datesmay be, and except as disclosed in the Seagate SEC Documentsapplicable rules and regulations promulgated thereunder. As of the time of filing with the SEC, none of the Seagate Buyer SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) Reports so filed or that will be filed subsequent to the date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. misleading. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The audited consolidated financial statements dated as of and for Buyer (including any related notes thereto) included in the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the Buyer SEC with respect thereto, were Reports have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (except as may have been be indicated in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) all material respects the consolidated financial position of SSI Buyer and its respective consolidated subsidiaries as Subsidiaries at the respective dates thereof and the consolidated results statements of their operations and comprehensive income, cash flows and changes in stockholders' equity for the periods indicated. The unaudited consolidated financial statements of Buyer (including any related notes thereto) for all interim periods included in the Buyer SEC Reports have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Buyer and its Subsidiaries as of the respective dates thereof and the consolidated statements of operations and comprehensive income and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature indicated (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required subject to normal and recurring period-end adjustments that have not been and are not expected to be disclosed on the face of a consolidated balance sheet for SSI material to Buyer and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business Subsidiaries taken as a whole). (c) Neither Buyer nor any of its Subsidiaries is a party to, except for or has any commitment to become a party to, any Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Buyer and any of its subsidiaries, on the one hand, and any affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such Liabilities Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Buyer or any of its Subsidiaries in Buyer's published consolidated financial statements. (d) Buyer has made available to the Company a complete and correct copy of any amendments or modifications which have not yet been filed (but which Buyer intends to file) with the SEC to agreements, documents or other instruments which previously had been filed by Buyer with the SEC pursuant to the Securities Act or the Exchange Act, and the regulations promulgated thereunder. (e) The principal executive officer and principal financial officer of Buyer have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the SEC promulgated thereunder, and the statements contained in all such certifications were as of the respective dates made, and are, complete and correct. (f) Buyer has (A) were accrueddesigned disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to Buyer, provided for or disclosed in the Group Financial Statements or including its consolidated Subsidiaries, is made known to its principal executive officer and principal financial officer; (B) designed internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP; (C) evaluated the effectiveness of Buyer's disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Buyer SEC Report that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation; and (D) to the extent required by applicable Law, disclosed in such report or amendment any change in Buyer's internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, or is reasonably likely to materially affect, Buyer's internal control over financial reporting. (g) Buyer has disclosed, based on the most recent evaluation of internal control over financial reporting, to Buyer's auditors and the audit committee of Buyer's Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Buyer's ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer's internal control over financial reporting. Since January 1, 2005, (i) neither Buyer nor any of its Subsidiaries, nor, to the Knowledge of Buyer, any director, officer, employee, auditor, accountant or representative of Buyer or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Buyer or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Buyer or any of its Subsidiaries, whether or not employed by Buyer or any of its Subsidiaries, has reported evidence of a normally recurring nature and were incurred after July 3material violation of securities Laws, 1998breach of fiduciary duty or similar violation by Buyer or any of its Subsidiaries or their respective officers, directors, employees or agents to the date Board of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course Directors of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, Buyer or any committee thereof or to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for any director or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5officer of Buyer.

SEC Reports. SSI CSR has filed all reports, schedules, forms, statements and STI have delivered other documents required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI with it under the SEC on or after June 27Act and the Securities Exchange Act of 1934, 1997 with respect to the Group Business or the Group Assets as amended (the "SEAGATE SEC DOCUMENTS"“Exchange Act”) since (and including) the 10-KSB filed on March 23, 2007, including pursuant to Section 13(a), which are 13(c) or 15(d) thereof (the material documents (other than preliminary material) that SSI foregoing materials from and STI were required to file with after March 23, 2007, including the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of the date of filing, in the case of SEC Reports filed pursuant to the Exchange Act (and to the extent such SEC Report was amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, as applicable, and none of the SEC Reports, as of the date of filing, in the case of SEC Reports filed pursuant to the Exchange Act (and to the extent such SEC Report was amended, then as to the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5misleading.

SEC Reports. SSI Whether or not required by the SEC, so long as any Securities are outstanding, the Company will furnish to the Holders of Securities, within the time periods specified in the SEC’s rules and STI have delivered regulations: (1) all quarterly and annual financial information that would be required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI be contained in a filing with the SEC on or after June 27Forms 10-Q and 10-K if the Company were required to file such Forms, 1997 including a section on “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the Group Business annual information only, a report on the annual financial statements by the Company’s certified independent public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the Group Assets footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, whether or not required by the SEC, the Company will file a copy of all of the information and reports referred to in clause (1) and (2) above with the "SEAGATE SEC DOCUMENTS"for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing). Each such filing will be deemed to satisfy the Company’s obligation to furnish the filed information or report to the Holders. In the event that any direct or indirect parent company of the Company becomes a guarantor of the Securities, which the Company may satisfy its obligations in this covenant with respect to financial information relating to the Company by furnishing financial information relating to such parent company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, the Company agrees that, for so long as any Securities remain outstanding and are “restricted securities” under Rule 144 under the material documents (other than preliminary material) that SSI and STI were Securities Act, if at any time it is not required to file with the SEC on or after June 27the reports required by the preceding paragraphs of this Section 4.2, 1997 with respect it will furnish to beneficial owners of Securities and to prospective investors, upon request, the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact information required to be stated therein or necessary in order delivered pursuant to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement Rule 144A(d)(4) under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5.

SEC Reports. SSI NSC has timely filed all required reports, schedules, forms, statements and STI have delivered to VERITAS or its counsel correct other documents (including exhibits and complete copies all other information incorporated therein) under the Securities Act of 1933, as amended (the final version "Securities Act") and the Securities Exchange Act of each report1934, scheduleas amended (the "Exchange Act"), registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI with the SEC on or after June 27between January 1, 1997 with respect to 1996 and the Group Business or date of this Agreement (as such reports, schedules, forms, statements and documents have been amended since the Group Assets (time of their filing, collectively the "SEAGATE SEC DOCUMENTSDocuments"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates ordates, or if amended, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case of registration statements, their effective datesmay be, and except as disclosed in the Seagate rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) when filed, or as amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The financial statements of NSC included in the SEC Documents comply as to form, as of such time their respective dates of filing, and there is no requirement under filing with the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filedSEC, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of NSC and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and stockholders' equity for the periods then ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5.

SEC Reports. SSI Except for the Company Proxy Statement and STI have delivered to VERITAS or its counsel correct and complete copies of the final version of each reportother Transaction Filings (which are addressed in Section 3.10), schedule, registration A-17 19 statement and definitive proxy statement the Company has timely filed by SSI and/or STI with the SEC (subject to any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all Company SEC Reports required to be filed on or after June 27January 1, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets2014. As of their respective dates the date of filing (or, if amended, restated or superseded by a filing prior to the date of this Agreement, as of such later date), the Company SEC Reports (a) complied in all material respects with the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none applicable requirements of the Seagate SEC Documents Securities Act of 1933, as amended (including all exhibits the “Securities Act”), the Exchange Act and schedules thereto other applicable Law and documents incorporated by reference therein(b) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading as misleading. No Subsidiary of such time of filing, and there the Company is no requirement under subject to the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable reporting requirements of the Securities Exchange Act or is otherwise required to file or furnish any forms, reports, schedules, statements or other documents with the Exchange ActSEC. The Company has made available to Parent true and complete copies of all material correspondence between the SEC, as on the case may beone hand, and the rules Company or any of its Subsidiaries, on the other hand, occurring between January 1, 2014 and regulations promulgated by the date of this Agreement. As of the date of this Agreement, there are no outstanding or unresolved comments from the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required staff with respect to be filed as exhibits to any Company SEC Report. To the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations Knowledge of the SEC with respect theretoCompany, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (of this Agreement, no Company SEC Report is the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") subject of ongoing SEC review or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for outstanding SEC comment or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5investigation.

SEC Reports. SSI and STI have delivered The Company has previously made available to VERITAS or its counsel correct the Purchaser true and complete copies of its (i) Annual Report on Form 10-K for its fiscal year ended December 31, 2004, (ii) Proxy Statement for the final version 2005 Annual Meeting of each reportStockholders filed on ▇▇▇▇▇ ▇▇, schedule▇▇▇▇, (▇▇▇) Current Reports on Form 8-K filed on January 5, 2005, January 19, 2005, January 28, 2005, February 1, 2005, February 17, 2005, March 8, 2005, March 21, 2005 and April 1, 2005 and (iv) any other reports or registration A-17 19 statement and definitive proxy statement statements filed by SSI and/or STI the Company with the SEC on or after June 27Commission since January 1, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS")2005, except for preliminary material, which are all the material documents (other than preliminary material) that SSI and STI were the Company was required to file with since that date (collectively, the “SEC on or after June 27, 1997 with respect to the Group Business or the Group AssetsReports”). As of their respective dates or, in the case of registration statements, their effective dates, and except the SEC Reports complied as disclosed to form in all material respects with the Seagate SEC Documents, none requirements of the Seagate Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder applicable to such SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained Reports. As of their respective dates, the SEC Reports, when read together with previously filed SEC Reports, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filingmisleading, except for such requirements as were fulfilled updated, corrected or superseded by subsequently filed SEC Reports. Except as may be indicated therein or in the filing of such Seagate SEC Documentsnotes thereto, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The audited consolidated financial statements dated as and unaudited interim financial statements of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (Company included in the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied SEC Reports comply as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except as may have been indicated in the notes thereto) covered thereby and fairly present (subject, in all material respects the case financial condition of the unaudited statements, to normal year-end audit adjustments) Company as of the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof indicated and the consolidated results of their operations operations, changes in stockholders’ equity and cash flows of the Company for the respective periods then endedperiod indicated. SSI Since December 31, 2004, there has been no liabilities change in the assets, liabilities, financial condition, operating results or obligations business of any nature (matured the Company and its Subsidiaries, taken as a whole, from that reflected in the audited consolidated financial statements and unaudited interim financial statements of the Company included in the SEC reports, except as set forth in the Disclosure Schedule or unmatured, fixed or contingent) which arechanges in the ordinary course of business that have not had and would not reasonably be expected to have, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Effect.

SEC Reports. SSI and STI have delivered The Borrower has filed all reports required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI with it under the Securities Act and the Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or Section 15(d) thereof (the foregoing materials, as such materials may have been amended since the date of their filing, being collectively referred to herein as the “SEC Reports”), on a timely basis or after June 27, 1997 with respect has timely filed a valid extension of such time of filing and has filed any such SEC Reports prior to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assetsexpiration of any such extension. As of their respective dates or, if amended or restated, as of the date of the last such amendment or restatement, the SEC Reports complied in all material respects with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act and the Exchange Act, as the case of registration statements, their effective datesmay be, and except as disclosed in the Seagate SEC Documentsrules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, and none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filingexcept to the extent updated, amended, restated or corrected by a subsequent SEC Report. The financial statements and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements schedules of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI Borrower and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, Subsidiaries included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements SEC Reports comply in all material respects with the then applicable accounting requirements of Regulation S-X and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, have been prepared in conformity with GAAP. The Contributed Company Group and generally accepted accounting principles applied on a consistent basis throughout the Contributing Companies periods involved (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken except as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"otherwise noted therein), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5.

SEC Reports. SSI The Company has filed all reports, schedules, forms, statements and STI have delivered other documents required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI with the SEC on Company under the Exchange Act, including pursuant to Section 13(a) or after June 2715(d) thereof, 1997 with respect to for the Group Business or two years preceding the Group Assets date hereof (the "SEAGATE SEC DOCUMENTS")foregoing materials, which are including the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as misleading. The financial statements of such time of filing, and there is no requirement under the Securities Act or Company included in the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, Reports comply in all material respects with the then applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by of the SEC thereunder, and SSI and STI have filed Commission with respect thereto as in all material respects all documents and agreements that were required to be filed as exhibits to effect at the Seagate SEC Documentstime of filing. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated Such financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may have been indicated be otherwise specified in such financial statements or the notes thereto) thereto and except to the extent that unaudited financial statements may not contain all footnotes required by GAAP, and such statements fairly present (in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited statements, to normal normal, immaterial, year-end audit adjustments) . The Company’s independent registered public accounting firm is identified in the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows Annual Report on Form 10-K for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmaturedfiscal year ended September 30, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof 2011 (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows“2011 Form 10-K”), and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable such accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of firm is a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements registered public accounting firm as required by Statement No. 5. 2.5the Exchange Act.

SEC Reports. SSI and STI have delivered to VERITAS or its counsel correct and complete copies (i) As of the final version of their respective dates, each report, schedule, registration A-17 19 information statement and definitive proxy statement filed by SSI and/or STI Purchaser with the U.S. Securities and Exchange Commission (the “SEC”) since January 17, 2013, which are all the forms, reports and documents required to be filed by Purchaser and its subsidiaries with the SEC on since January 17, 2013 (collectively, the “Purchaser SEC Reports”): (A) was prepared in accordance and complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC thereunder applicable to such Purchaser SEC Reports, and (B) did not at the time it was filed (and if amended or after June 27, 1997 with respect superseded by a filing prior to the Group Business date of this Agreement then on the date of such filing and as so amended or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary materialsuperseded) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as misleading. (ii) Each set of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filedfinancial statements (including, in all material respects with each case, any related notes thereto) contained in the then applicable requirements of Purchaser SEC Reports, including each Purchaser SEC Report filed after the Securities Act date hereof until the Closing, was or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to will be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on and in a manner consistent basis during throughout the periods involved (except as may have been be indicated in the notes thereto) and fairly present (subjectthereto or, in the case of the unaudited financial statements, subject to normal year-end audit adjustmentsthe absence of footnotes as permitted by the applicable rules and regulations of the SEC) and each fairly presents or will fairly present in all material respects the consolidated financial position of SSI and its respective consolidated subsidiaries as Purchaser at the respective dates thereof and the consolidated results of their its operations and cash flows for the respective periods then ended. SSI has no liabilities indicated, except that the unaudited interim financial statements, are or obligations of any nature (matured or unmatured, fixed or contingent) will be subject to normal adjustments which are, individually or in the aggregate, of a nature required are not expected to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as Purchaser. (iiii) were accrued or provided for Purchaser has been and is in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply compliance in all material respects with the then applicable accounting requirements and rules and regulations provisions of the Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Purchaser has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Commission with respect thereto, Act) as required by Rule 13a-15 under the Exchange Act. Purchaser’s disclosure controls and present fairly, in procedures are reasonably designed to ensure that all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature information required to be recorded on the face of or disclosed by Purchaser in the notes reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Group Financial Statements; management of Purchaser as appropriate to allow timely decisions regarding required disclosure and (iii) are material to make the Group Business taken as a wholecertifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Purchaser has disclosed, except for such Liabilities as based on its most recent evaluations, to Purchaser’s accountants and the board of directors of Purchaser (A) were accrued, provided for or disclosed all significant deficiencies in the Group Financial Statements design or operation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) and any material weaknesses that have more than a remote chance to materially adversely affect Purchaser’s ability to record, process, summarize and report financial data and (B) are of any fraud, whether or not material, that involves management or other employees who have a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), significant role in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Purchaser’s internal control over financial reporting;

SEC Reports. SSI and STI have delivered Except as set forth in Schedule 3.1(k), the Company has filed all reports required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI with it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC on or after June 27, 1997 with respect Reports prior to the Group Business expiration of any such extension. Such reports required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, together with any materials filed or furnished by the Group Assets (Company under the "SEAGATE SEC DOCUMENTS")Exchange Act, which are the material documents (other than preliminary material) that SSI and STI whether or not any such reports were required being collectively referred to file herein as the “SEC Reports” and, together with this Agreement and the SEC on or after June 27schedules to this Agreement, 1997 with respect to the Group Business or the Group Assets“Disclosure Materials”. As of their respective dates or, in the case of registration statements, their effective dates, the SEC Reports filed by the Company complied in all material respects with the requirements of the Securities Act and except as disclosed in the Seagate Exchange Act and the rules and regulations of the SEC Documentspromulgated thereunder, and none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated Reports, when filed by reference therein) the Company, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as misleading. The financial statements of such time of filing, and there is no requirement under the Securities Act or Company included in the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, Reports comply in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (involved, except as may have been indicated be otherwise specified in such financial statements, the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by GAAP or may be condensed or summary statements, and fairly present (in all material respects the consolidated financial position of the Company and its Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then-ended, subject, in the case of the unaudited statements, to normal normal, year-end audit adjustments) . All material agreements to which the consolidated financial position Company or any Subsidiary is a party or to which the property or assets of SSI and its respective consolidated subsidiaries the Company or any Subsidiary are subject are included as at the respective dates thereof and the consolidated results part of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or identified in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements areSEC Reports, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as extent such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which agreements are required to be provided for included or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) identified pursuant to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5SEC.

SEC Reports. SSI Buyer has filed all forms, reports, schedules, statements and STI have delivered documents required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI with the SEC on or after June 27since January 1, 1997 with respect 2001 pursuant to the Group Business or requirements of the Group Assets Securities Act and the Securities Exchange Act of 1934, as amended (the "SEAGATE SEC DOCUMENTSEXCHANGE ACT"), which are the material and all rules and regulations promulgated thereunder. All forms, reports, schedules, statements and documents (other than preliminary material) that SSI and STI were required to file filed with the SEC since January 1, 2001 (collectively, the "SEC REPORTS") have been prepared and filed on a timely basis in accordance with the applicable requirements of the Securities Act and the Exchange Act, and all rules and regulations promulgated thereunder, and did not at the time they were filed (or after June 27, 1997 with respect if amended or superseded by a filing prior to the Group Business or date hereof, then on the Group Assets. As date of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference thereinsuch filing) contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filing, misleading. The balance sheets (including the related notes) included in the SEC Reports are complete and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, correct in all material respects with and fairly present the then applicable requirements financial position of Buyer as of the Securities Act or the Exchange Act, as the case may berespective dates thereof, and the rules other related statements (including the related notes) included therein are complete and regulations promulgated by the SEC thereunder, and SSI and STI have filed correct in all material respects all documents and agreements that were required to be filed as exhibits to fairly present the Seagate SEC Documents. (b) SSI Financial Statements; Absence results of Undisclosed Liabilities. The consolidated financial statements dated as operations and cash flows of and Buyer for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared respective fiscal periods set forth therein in accordance with GAAP applied on a consistent basis during the periods involved (basis, except as may have been indicated in the notes thereto) and fairly present (subject, in the case of interim financial statements for normal recurring and certain non-recurring audit adjustments necessary for a fair presentation of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated operating results of their operations and cash flows Buyer for the respective interim periods then ended. SSI has no liabilities or obligations which will not be materially adverse and for the omission of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required footnotes to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined said interim financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to that would be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5GAAP.

SEC Reports. SSI Since August 1, 2024, Purchaser has timely filed all reports, schedules, forms, statements and STI have delivered other documents required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI it with the SEC on or after June 27, 1997 with respect pursuant to the Group Business or reporting requirements of the Group Assets Securities Exchange Act of 1934, as amended (“1934 Act”) (all of the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect foregoing filed prior to the Group Business date hereof or prior to the Group Assets. As of their respective dates orClosing Date, in the case of registration and all exhibits included therein and financial statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits notes and schedules thereto and documents incorporated by reference therein) therein being hereinafter referred to as the “SEC Reports”). As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Reports, and none of the SEC Reports, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as misleading. As of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the their respective filing of such Seagate SEC Documentsdates, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements financial statements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by Purchaser included in the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") Reports complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may have been be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Purchaser and its subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) adjustments which are, will not be material either individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5.

SEC Reports. SSI (a) Buyer has filed all required forms, reports, schedules, statements and STI have delivered to VERITAS or its counsel correct other documents (including exhibits and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI other information incorporated therein) with the SEC on or after June 27since December 31, 1997 with respect to the Group Business or the Group Assets 2001 (collectively, the "SEAGATE Buyer SEC DOCUMENTSReports"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates dates, or, if amended, as of the date of the last such amendment, each Buyer SEC Report, (a) complied in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, and the rules and regulations thereunder applicable to such Buyer SEC Reports and (b) did not, and in the case of registration statementssuch forms, their effective datesreports, schedules, statements and except other documents filed after the date hereof will not as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained time they are filed, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading. Each of the consolidated financial statements included in or incorporated by reference into the Buyer SEC Reports (including the related notes and schedules) were, and in the case of such consolidated financial statements filed after the date hereof will be, prepared in accordance with the published rules and regulations of the SEC, and fairly presents in all material respects the consolidated financial position of Buyer and its Subsidiaries as of such time of filingits date, and there is no requirement under each of the Securities Act consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Exchange ActBuyer SEC Reports (including any related notes and schedules) fairly presents in all material respects the financial position, results of operations and cash flows, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, Buyer and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and its Subsidiaries for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present set forth therein (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof adjustments and the consolidated results absence of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmaturedfootnotes), fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared each case in accordance with GAAP and which would have a Material Adverse Effect on consistently applied during the Group Businessperiods involved, except for such liabilities or obligations as may be noted therein. (ib) were accrued or provided for in There is no investigation by the consolidated balance sheet at July 3SEC pending, 1998or, included in to the SSI Consolidated Financial Statements as Knowledge of the date thereof (Buyer, threatened with respect to any Buyer SEC Report. None of the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) Buyer SEC Reports are the subject of a normally recurring nature and were incurred after open, unresolved comments from the SSI Consolidated Financial Statements Balance Sheet Date in SEC. To the ordinary course Knowledge of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet DateBuyer, there were is no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct unresolved violation of the business of SSI and its consolidated subsidiaries which are required to be provided for Exchange Act or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and published rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, SEC asserted by the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (SEC with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Buyer SEC Reports.

SEC Reports. SSI and STI have delivered to VERITAS or its counsel correct and complete copies (a) As of each of the final version of each reportEffective Date and the Closing Date, schedulethe Company has filed all forms, registration A-17 19 statement reports and definitive proxy statement other documents required to be filed by SSI and/or STI the Company with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets Securities and Exchange Commission (the "SEAGATE SEC") as of such dates ("SEC DOCUMENTSReports"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, all of such SEC Reports filed since January 1, 2002 (as such documents have since the time of their filing been amended or supplemented, the "Recent SEC Reports") complied in all material respects with the requirements of the Securities Act and except the Exchange Act, as disclosed in the Seagate SEC Documentsapplicable, and none of the Seagate Recent SEC Documents Reports (including all financial statements included therein and all exhibits and schedules thereto and documents incorporated by reference therein) contained (as of their respective filing dates) any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filingmisleading, except for such requirements statements, if any, as were fulfilled have been modified or superseded by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, any subsequent filings. The Financial Statements comply in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto) ), and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI the Company and its respective consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI . (b) As of the date hereof, none of the Company's Subsidiaries is a reporting company under the Exchange Act, and none is required to file any regular and periodic filings, notices, forms, reports, or statements with the United States Department of Justice, the Federal Trade Commission, the NASD or the SEC. (c) To the best of the Company's knowledge (as such term is defined in Section 9.20 below), except as disclosed in SEC Reports, or as contemplated by or disclosed in this Agreement, since January 31, 2002 (or, in the case of (vi) below, since October 18, 2002), the Company's business has no liabilities been conducted in the ordinary course and there has not been any: (i) event, situation or obligations of any nature (matured or unmatured, fixed or contingent) which are, occurrence that individually or in the aggregate, of aggregate has had a nature required to be disclosed Material Adverse Effect on the face Company; (ii) amendment to the Company's or any of the Company's Subsidiaries' charter, bylaws or other organizational documents; (iii) sale, assignment, disposition, transfer, pledge, mortgage or lease of any material portion of the assets primarily used in the Company's business taken as a consolidated balance sheet whole, other than to a wholly-owned subsidiary of the Company or in the ordinary course of business; (iv) incurrence of any material indebtedness, other than that arising in the ordinary course of business, consistent with past practice; (v) increase in the compensation or fringe benefits payable or to become payable to any executive officer of the Company, other than routine increases made in the ordinary course of business and consistent with past practice or as required by law or under any existing agreements heretofore disclosed to Sweet; (vi) amendment, alteration or modification in the terms of any currently outstanding options, warrants or other rights to purchase any capital stock or equity interest in the Company or any securities convertible into or exchangeable for SSI and such capital stock or equity interest, including without limitation any reduction in the exercise or conversion price of any such rights or securities, any change to the vesting or acceleration terms of any such rights or securities, or any change to the terms relating to the grant of any such rights or securities; (vii) declaration or payment of any dividend or other distribution, or the transfer of any assets, by the Company to any stockholders of the Company with respect to the Common Stock, or any redemption, repurchase or other acquisition by the Company of its consolidated subsidiaries prepared capital stock, except in accordance the ordinary course of business; (viii) change by the Company in any of its significant accounting principles, methods or practices; (ix) material closure, shut down or other elimination of any of the Company's offices, franchises or any other change in the character of its business, properties or assets, except for closures, shut downs, or other eliminations or changes that have not had a Material Adverse Effect on the Company; (x) loan or advance to or other such agreement with GAAP and which any of its stockholders, officers, directors, employees, agents, consultants or other representatives, except in the ordinary course of business, consistent with past practice; (xi) damage, destruction or loss with respect to any of the properties or assets of the Company that would reasonably be expected to have a Material Adverse Effect on the Group BusinessCompany; or (xii) agreement to do, except for such liabilities cause or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as suffer any of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5foregoing.

SEC Reports. SSI Except for the Form 10-Q for the quarter ended March 31, 2024, filed with the Commission on June 11, 2024, the Company has filed all reports, schedules, forms, statements and STI have delivered other documents required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI with the SEC on Company under the Act and the Exchange Act, including pursuant to Section 13(a) or after June 2715(d) thereof, 1997 with respect for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to the Group Business or the Group Assets file such material) (the "SEAGATE SEC DOCUMENTS")foregoing materials, which are including the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as misleading. The financial statements of such time of filing, and there is no requirement under the Securities Act or Company included in the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, Reports comply in all material respects with the then applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated of the Commission with respect thereto as in effect at the time of filing, except to the extent restated as set forth in Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC thereunder, and SSI and STI have filed Registration Statement fairly presents the information called for in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were has been prepared in accordance with GAAP the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Base Prospectus, any Prospectus Supplement or the Prospectus. Such financial statements, as restated, have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may have been indicated be otherwise specified in such financial statements or the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present (in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited statements, to normal normal, immaterial, year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5.

SEC Reports. SSI Except as set forth in the SEC Reports, the Company has filed all reports, schedules, forms, statements and STI have delivered other documents required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI with the SEC on Company under the Act and the Exchange Act, including pursuant to Section 13(a) or after June 2715(d) thereof, 1997 with respect for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to the Group Business or the Group Assets file such material) (the "SEAGATE SEC DOCUMENTS")foregoing materials, which are including the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as misleading. The financial statements of such time of filing, and there is no requirement under the Securities Act or Company included in the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, Reports comply in all material respects with the then applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by of the SEC thereunder, and SSI and STI have filed Commission with respect thereto as in all material respects all documents and agreements that were required to be filed as exhibits to effect at the Seagate SEC Documentstime of filing. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated Such financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may have been indicated be otherwise specified in such financial statements or the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present (in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited statements, to normal normal, immaterial, year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5.

SEC Reports. SSI The Company, BHC and STI UTV have delivered filed with the SEC, and have heretofore made available to VERITAS or its counsel correct Buyer true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed with the SEC by the Company, BHC and UTV since January 1, 1997 (together with all information incorporated therein by reference, the "Company SEC Reports"). Except for BHC and UTV, no subsidiary of the final version of each Company is required to file any form, report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI or other document with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group AssetsSEC. As of their respective dates ordates, the Company SEC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case of registration statements, their effective datesmay be, and except as disclosed in the Seagate rules and regulations of the SEC Documentspromulgated thereunder applicable to such Company SEC Reports, and none of the Seagate Company SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) Reports at the time they were filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilitiesmisleading. The consolidated financial statements dated as of and for (including the period ending July 3, 1998 of SSI and its consolidated subsidiaries (related notes) included in the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied Company SEC Reports comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company, BHC and UTV and their respective consolidated subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments) ). Except as and to the consolidated financial position extent set forth in Section 3.7 of SSI the Company Disclosure Schedule, the Company and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities do not have any liability or obligations obligation of any nature (matured whether accrued, absolute, contingent or unmatured, fixed or contingentotherwise) other than liabilities and obligations which arewould not, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Company Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Effect.

SEC Reports. SSI Since January 1, 1999, to the best of its knowledge Chequemate has filed all required forms, reports and STI have delivered to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI documents ("Chequemate SEC Reports") with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets Securities and Exchange Commission (the "SEAGATE SEC") required to be filed by it pursuant to the federal securities laws and the SEC DOCUMENTSrules and regulations thereunder, all of which have complied in all material respects with all applicable requirements of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), which are and the material documents (other than preliminary material) that SSI rules and STI were required to file with the interpretive releases promulgated thereunder. None of such Chequemate SEC on or after June 27Reports, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration including without limitation any financial statements, their effective datesnotes, and except as disclosed in or schedules included therein, at the Seagate SEC Documentstime filed, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact fact, or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, unless supplemented prior to the Closing Date. Each of the consolidated balance sheets in or incorporated by reference into the Chequemate SEC Reports fairly presents or will fairly present the financial position of the entity or entities to which it relates as of such time of filingits date, and there is no requirement under each of the Securities Act related consolidated statements of operations and retained earnings and cash flows or equivalent statements in the Exchange ActChequemate SEC Reports (including any related notes and schedules) fairly presents or will fairly present the results of operations, retained earnings and cash flows, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act entity or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required entities to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and which it relates for the period ending July 3, 1998 of SSI and its consolidated subsidiaries set forth therein (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, subject in the case of the unaudited interim statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared each case in accordance with GAAP and which would have a Material Adverse Effect on generally-accepted accounting principles applicable to the Group Businessparticular entity consistently applied throughout the periods involved, except as may be noted therein; and independent certified public accountants for such liabilities Chequemate have rendered or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, will render an unqualified opinion with respect to each audited financial statement included in the SSI Consolidated Financial Statements Chequemate SEC Reports. The consolidated financial statements included in the Chequemate SEC Reports are hereinafter sometimes collectively referred to as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Chequemate Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the ."1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5

SEC Reports. SSI and STI have delivered The Company has filed, pursuant to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) (the "SEC Reports) required to have amended any such filingbe filed with respect to the business and operations of the Company under each of the Securities Act and the Exchange Act, except for such requirements as were fulfilled by and the filing respective rules and regulations thereunder, and all of such Seagate the SEC Documents, the Seagate SEC Documents complied, when filed, Reports complied in all material respects with the then all applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the appropriate act and the rules and regulations promulgated by thereunder in effect on the date each such report was filed. At the respective dates they were filed, none of the SEC thereunder, and SSI and STI have filed in all Reports contained any untrue statement of a material respects all documents and agreements that were fact or omitted to state any material fact required to be filed as exhibits stated therein or necessary to make the Seagate SEC Documents. (b) SSI Financial Statements; Absence statements therein, in light of Undisclosed Liabilitiesthe circumstances under which they were made, not misleading. The consolidated financial statements dated as statements, including the schedules and notes thereto, of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (Company included in the "SSI CONSOLIDATED FINANCIAL STATEMENTS") SEC Reports complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during fairly present the consolidated financial position, results of operations and cash flows of the Company as of the dates or for the periods involved (except as may have been indicated in the notes thereto) and fairly present (therein, subject, in the case of the unaudited statements, to normal year-end audit adjustments) adjustments and the absence of certain footnote disclosures. All of the consolidated financial position of SSI statements referred to above in this subsection, including the schedules and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmaturednotes thereto, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries have been prepared in accordance with GAAP and which would have a Material Adverse Effect on generally accepted accounting principles consistently applied throughout the Group Business, respective periods covered thereby (except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to may be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually indicated therein or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"thereto), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5.

SEC Reports. SSI Purchaser has filed all forms, reports and STI have delivered documents required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI it with the SEC since February 24, 2005 (collectively, the "SEC Reports"). Except as set forth on or after June 27the Purchaser Disclosure Schedule, 1997 the SEC Reports (i) were prepared in all material respects in accordance with respect to the Group Business requirements of the Securities Act or the Group Assets (the "SEAGATE SEC DOCUMENTS")Exchange Act, which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in as the case of registration statements, their effective datesmay be, and except as disclosed in (ii) did not at the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained time they were filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading. Except as set forth on the Purchaser Disclosure Schedule, each of such time of filing, and there is no requirement under the Securities Act or balance sheets (including the Exchange Act, as related notes) included in the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, Reports presents fairly in all material respects with the then applicable requirements consolidated financial position of Purchaser as of the Securities Act or the Exchange Act, as the case may berespective dates thereof, and the rules and regulations promulgated by other related financial statements (including the SEC thereunder, and SSI and STI have filed related notes) included therein presented fairly in all material respects all documents the consolidated results of operations and agreements that were required to be filed changes in financial position of Purchaser for the respective periods indicated, except, in the case of interim financial statements, for year-end audit adjustments, consisting only of normal recurring accruals. Except as exhibits to set forth on the Seagate SEC Documents. (b) SSI Financial Statements; Absence Purchaser Disclosure Schedule, each of Undisclosed Liabilities. The consolidated the financial statements dated as of and for (including the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS"related notes) complied as to form included in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were Reports has been prepared in accordance with GAAP applied on a consistent basis during the periods involved (GAAP, consistently applied, except as may have been indicated in the notes thereto) and fairly present (subjectotherwise noted therein or, in the case of the unaudited financial statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued permitted by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5SEC.

SEC Reports. SSI Buyer has filed all required forms, reports and STI have delivered to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI documents with the SEC Securities and Exchange Commission (the "SEC") for the periods on or after June 27January 1, 1997 with respect 2013 (such filings, and any other filings made by the Company pursuant to the Group Business or Securities Act (as defined below) are hereinafter referred to as the Group Assets "SEC Reports", each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "SEAGATE SEC DOCUMENTSSecurities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in as the case of registration statementsmay be, their effective dateseach as in effect on the dates such forms, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto reports and documents incorporated by reference therein) were filed. None of such SEC Reports contained when filed any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, made not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilitiesmisleading. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form Buyer included in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were Reports have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto) ), and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairlyaccurately present, in all material respects, the combined consolidated financial position of the Group Business Buyer and its consolidated subsidiaries as of July 3the dates thereof and their consolidated results of operations and changes in financial position for the periods then ended, 1998 and June 27except, 1997in the case of unaudited interim financial statements, for normal year-end audit adjustments and the combined results of its operations fact that certain information and its cash flows for each notes have been condensed or omitted in accordance with the applicable rules of the three years in the period ended July 3, 1998, in conformity with GAAPSEC. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have Buyer has no Liabilities of any nature (matured or unmatured, fixed material liabilities whether accrued or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or except as disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for SEC Reports or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), which have arisen in the ordinary course of the Buyer's business consistent with past practice. All liabilities and valuation accounts established and reflected in since the Group Financial Statements aredate of the latest of such reports, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) neither of which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5will cause a Material Adverse Change.

SEC Reports. SSI and STI have delivered to VERITAS or its counsel correct and complete copies of the final version of each report(a) 1st Constitution has filed all reports, scheduleschedules, registration A-17 19 statement statements, prospectuses and definitive proxy statement other documents, together with amendments thereto, required to be filed by SSI and/or STI with the SEC on or after June 27since December 31, 1997 with respect to the Group Business or the Group Assets 2013 (the "SEAGATE SEC DOCUMENTS"“1st Constitution Reports”). Except as set forth in Section 4.7(a) of the 1st Constitution Disclosure Schedule, which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the 1st Constitution Reports complied, and each 1st Constitution Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and did not or will not, as the case of registration statementsmay be, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filingmisleading. There are no outstanding comments from, and there is no requirement under the Securities Act or the Exchange Actunresolved issues raised by, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretoto any of the 1st Constitution Reports. None of 1st Constitution’s Subsidiaries is required to file periodic reports with the SEC pursuant to Sections 13 or 15(d) of the Exchange Act. No executive officer of 1st Constitution has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and to the Knowledge of 1st Constitution, were prepared no enforcement action has been initiated against 1st Constitution or its officers or directors by the SEC relating to disclosures contained in any 1st Constitution Report. (b) The records, systems, controls, data and information of 1st Constitution and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of 1st Constitution or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. Except as set forth in Section 4.7(b) of the 1st Constitution Disclosure Schedule, 1st Constitution and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP applied on a consistent basis during GAAP. Except as set forth in Section 4.7(b) of the periods involved 1st Constitution Disclosure Schedule, 1st Constitution has designed disclosure controls and procedures (except as may have been indicated in within the notes theretomeaning of Rules 13a-15(e) and fairly present (subject, in 15d-15(e) promulgated under the case of the unaudited statements, Exchange Act) to normal year-end audit adjustments) the consolidated financial position of SSI ensure that material information relating to 1st Constitution and its respective consolidated subsidiaries Subsidiaries is made known to the management of 1st Constitution by others within those entities as at appropriate to allow timely decisions regarding required disclosure and to make the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature certifications required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (Act with respect to the Group Business1st Constitution Reports. Management of 1st Constitution has disclosed, based on its most recent evaluation prior to the date hereof, to 1st Constitution’s auditors and the audit committee of 1st Constitution’s Board of Directors (1) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or significant deficiencies in the aggregatedesign or operation of internal controls which could adversely affect in any material respect 1st Constitution’s ability to record, are of a nature required to be recorded on the face of or process, summarize and report financial data and have identified for 1st Constitution’s auditors any material weaknesses in internal controls, with any such significant deficiencies and material weaknesses having previously been disclosed in the notes to the Group Financial Statements; 1st Constitution Reports, and (iii2) are material to the Group Business taken as any fraud, whether or not material, that involves management or other employees who have a whole, except for such Liabilities as (A) were accrued, provided for or disclosed significant role in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.51st Constitution’s internal controls.

SEC Reports. SSI and STI have delivered to VERITAS or its counsel correct and complete copies of the final version of each report(a) All registration statements, schedule, registration A-17 19 statement reports and definitive proxy statement statements required to be filed by SSI and/or STI Buyer with the Securities and Exchange Commission ("SEC") between January 1, 2002 and the date hereof (the "Buyer SEC Documents") have been so filed. As of the time it was filed with the SEC on (or, if amended or after June 27, 1997 with respect superseded by a filing prior to the Group Business date of this Agreement, then on the date of such filing): (i) each of the Buyer SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended, or the Group Assets Securities Exchange Act of 1934, as amended (the "SEAGATE SEC DOCUMENTSExchange Act"), which are as the material documents (other than preliminary material) that SSI case may be, and STI were required to file with the rules and regulations of the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, thereunder applicable thereto and except as disclosed in the Seagate SEC Documents, (ii) none of the Seagate Buyer SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. misleading. (b) SSI Financial Statements; Absence As of Undisclosed Liabilities. The consolidated the time filed with the SEC, the financial statements dated as of and for (including any related notes) contained in the period ending July 3, 1998 of SSI and its consolidated subsidiaries Buyer SEC Documents: (the "SSI CONSOLIDATED FINANCIAL STATEMENTS"i) complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved covered (except as may have been be indicated in the notes thereto) and fairly present (subjectto such financial statements or, in the case of the unaudited statements, to normal yearas permitted by Form 10-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as Q of the date thereof (SEC or the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after regulations promulgated under the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued Exchange Act by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET"SEC) and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairlyiii) fairly presented, in all material respects, the combined financial position of the Group Business Buyer and its consolidated subsidiaries, as of July 3, 1998 and June 27, 1997, the respective dates thereof and the combined results of its operations of Buyer and its cash flows consolidated subsidiaries for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5periods covered thereby.

SEC Reports. SSI and STI have delivered The Company has previously made available to VERITAS or its counsel correct the Purchasers true and complete copies of the final version of each reportits (i) Annual Reports on Form 10-K for its fiscal years ended December 31, schedule1997 and December 31, registration A-17 19 statement 1998, (ii) Quarterly Reports on Form 10-Q for its quarterly periods ended March 31, 1998, June 30, 1998, September 30, 1998 and Marc▇ ▇▇, ▇▇▇▇, (▇▇▇) ▇▇▇rent Reports on Form 8-K dated December 24, 1998 and May 18, 1999, (iv) definitive proxy statement statements for its 1998 and 1999 annual stockholders meetings, and (v) any other reports or registration statements filed by SSI and/or STI the Company with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets Securities and Exchange Commission (the "SEAGATE SEC DOCUMENTSCommission")) since January 1, 1998, except for preliminary material, which are all the material documents (other than preliminary material) that SSI and STI were the Company was required to file with since that date (collectively, the "SEC on or after June 27, 1997 with respect to the Group Business or the Group AssetsReports"). As of their respective dates ordates, the SEC Reports complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of registration statements, the Commission thereunder applicable to such SEC Reports. As of their effective respective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilitiesmisleading. The audited consolidated financial statements dated as and unaudited interim financial statements of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (Company included in the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied SEC Reports comply as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto (except as may be indicated thereon or in the notes thereto), were have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (except as may have been indicated in covered thereby and present fairly the notes thereto) and fairly present (subject, in the case financial condition of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position Company as of SSI and its respective consolidated subsidiaries as at the respective such dates thereof and the consolidated results of their operations operations, changes in stockholders' equity and cash flows for of the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except Company for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5period.

SEC Reports. SSI (a) The Parent (i) has timely filed or furnished all reports, registration statements, proxy statements, prospectuses, and STI other materials, together with any amendments required to be made with respect thereto, that it was required to file with or furnish to the Commission pursuant to the Securities Act or the Exchange Act, and all such reports, registration statements, proxy statements, prospectuses, other materials, and amendments have delivered to VERITAS or its counsel correct complied in all material respects with all legal requirements relating thereto, and (ii) has paid all fees and assessments due and payable in connection therewith. (b) An accurate and complete copies of the final version copy of each final registration statement, prospectus, report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI with or furnished to the SEC on or after June 27, 1997 with respect by the Parent pursuant to the Group Business Securities Act or the Group Assets Exchange Act and prior to the date of this Agreement (the "SEAGATE “Parent SEC DOCUMENTS")Reports”) is publicly available. No Parent SEC Report, which are at the material documents time filed, furnished, or communicated (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates orand, in the case of registration statements and proxy statements, their effective dateson the dates of effectiveness and the dates of the relevant meetings, respectively), and except as disclosed in considering all amendments to any Parent SEC Report filed prior to the Seagate SEC Documentsdate hereof, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading misleading, except that information filed as of such time a later date (but before the date of filingthis Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the Parent SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") Reports complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case . No executive officer of the unaudited statements, Parent has failed in any respect to normal year-end audit adjustments) make the consolidated financial position certifications required of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities him or obligations of any nature (matured her under Section 302 or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as 906 of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Reports. SSI Hexcel has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and STI have delivered to VERITAS or its counsel correct other documents (including exhibits and complete copies all other information incorporated therein, regardless of the final version of each report, schedule, registration A-17 19 statement when such exhibits and definitive proxy statement filed by SSI and/or STI other information were filed) with the SEC on or after June 27since December 31, 1997 with respect to the Group Business or the Group Assets 2016 (the "SEAGATE “Hexcel SEC DOCUMENTS"Reports”), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates ordates, the Hexcel SEC Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case of registration statements, their effective datesmay be, and except as disclosed in the Seagate rules and regulations of the SEC Documentspromulgated thereunder applicable to the Hexcel SEC Reports, and none of the Seagate Hexcel SEC Documents (including all exhibits Reports when filed and schedules thereto and documents incorporated by reference therein) at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, except that information filed or furnished as of such time a later date (but before the date of filing, and there is no requirement under the Securities Act or the Exchange Act, this Agreement) shall be deemed to modify information as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements an earlier date. As of the Securities Act date of this Agreement, there are no outstanding or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of unresolved comments received from the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case to any of the unaudited statementsHexcel SEC Reports, and, to normal year-end audit adjustments) the consolidated financial position knowledge of SSI and its respective consolidated subsidiaries as at Hexcel, none of the respective dates thereof and Hexcel SEC Reports is the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations subject of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature outstanding SEC investigation. No Hexcel Subsidiary is required to be disclosed on file reports with the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on SEC pursuant to the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as requirements of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Act.

SEC Reports. SSI (a) The Company has filed all reports and STI have delivered other documents with the SEC required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI the Company since 1986 (such documents, together with any reports filed during such period by the Company with the SEC on or after June 27a voluntary basis on Form 8-K, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE “Company SEC DOCUMENTS"Reports”), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective filing dates, and except as disclosed the Company SEC Reports (i) complied in all material respects with, to the Seagate SEC Documentsextent in effect at the time of filing, none the applicable requirements of the Seagate SEC Documents Securities Act and the Exchange Act and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements misleading. Each of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as (including the related notes) of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (Company included in the "SSI CONSOLIDATED FINANCIAL STATEMENTS") Company SEC Reports complied at the time it was filed as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing, were was prepared in accordance with GAAP the rules and regulations of the SEC and generally accepted accounting principles in the United States (except, in the case of unaudited statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto) and fairly present (subject, presented in the case of the unaudited statements, to normal year-end audit adjustments) all material respects the consolidated financial position of SSI the Company and its respective consolidated subsidiaries Subsidiaries as at of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature ended (matured or unmaturedsubject, fixed or contingent) which are, individually or in the aggregatecase of unaudited statements, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as normal year-end adjustments). As of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements arethis Agreement, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Dateknowledge of the Company, there were are no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising outstanding or unresolved comments received from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (SEC staff with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; Company SEC Reports and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date none of the 1998 Group Balance Sheet Company SEC Reports is the subject of ongoing SEC review or investigation. (b) The chief executive officer and principal financial officer of the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as Company have made all certifications required by Statement No. 5. 2.5Section 302 and Section 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder by the SEC, and the statements contained in any such certificates were complete and correct when made.

SEC Reports. SSI (a) Since January 1, 2014, Parent has timely filed all reports, schedules, forms, statements, exhibits and STI have delivered other filings, together with any amendments required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI with the SEC on or after June 27, 1997 be made with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS")thereto, which are the material documents (other than preliminary material) that SSI and STI were it has been required to file with the SEC on or after June 27, 1997 with respect pursuant to the Group Business or reporting requirements of the Group Assets. As of their respective dates or, in the case of registration statements, their effective datesExchange Act (collectively and together with all documents filed on a voluntary basis on Form 8-K, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (each case including all exhibits and schedules thereto and documents incorporated by reference therein) , the “SEC Reports”). As of the respective dates of their filing with the SEC, the SEC Reports complied in all material respects with the rules and regulations of the SEC under the Exchange Act, and none of the SEC Reports, as of the respective dates of their filing with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements thereinmade therein not misleading. (b) The financial statements and notes contained or incorporated by reference in the SEC Reports (the “Parent Financials”), in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, fairly present in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries Parent as at of the respective dates thereof and the consolidated results of their operations Parent’s operations, changes in shareholders’ equity, and cash flows then ended and for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmaturedreferred to in such financial statements, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared all in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in Applicable Accounting Standards applied on a consistent basis throughout the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or periods involved and (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the ordinary course notes thereto and for the omission of business consistent with past practice. All liabilities notes and valuation accounts established and reflected audit adjustments in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct case of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) unaudited quarterly financial statements to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated extent permitted by Regulation S-X or Regulation S-K, as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"applicable). The Group Financial Statements comply Parent is in compliance in all material respects with the then applicable accounting listing requirements and rules and regulations of the Securities New York Stock Exchange and Parent has not received written notice from the New York Stock Exchange Commission with respect theretoregarding any failure to so comply. (c) Except as and to the extent reflected or reserved against in the Parent Financials, and present fairly, in all material respects, the combined financial position as of the Group Business as date of July 3such Parent Financials, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each Parent had not incurred any Liabilities or obligations of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature type required to be recorded reflected on the face of a balance sheet in accordance with Applicable Accounting Standards that was not adequately reflected or disclosed reserved on or provided for in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Parent Financials.

SEC Reports. SSI and STI have delivered to VERITAS or its counsel correct and complete copies of Except as set forth in Schedule 3.10 hereto, the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement Seller has filed by SSI and/or STI with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets Securities and Exchange Commission (the "SEAGATE Commission") all reports, registration statements, definitive proxy statements and other documents, including any amendments thereto and supplements thereof, required to be filed by it with the Commission (the "SEC DOCUMENTSReports") since the effectiveness of the registration statement relating to its initial public offering in October 1992, all of which have complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), which are the material documents Securities Exchange Act of 1934, as amended (other than preliminary materialthe "Exchange Act") that SSI and STI were required to file with the SEC on or after June 27rules and regulations promulgated thereunder. Except as disclosed in Schedule 3.10 hereto, 1997 with respect to the Group Business or the Group Assets. As as of their respective dates of filing in final or definitive form (or, in if amended or superseded by a subsequent filing, then on the case date of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documentssuch subsequent filing), none of the Seagate SEC Documents (including all exhibits and Reports of the Seller, including, without limitation, any financial statements or schedules thereto and documents incorporated by reference included therein) , contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading misleading. Each of the balance sheets (including the related notes) included in the SEC Reports of the Seller fairly presents the consolidated financial position of the Seller as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may berespective dates thereof, and the rules other related financial statements (including the related notes) included therein fairly presented the consolidated results of operations and regulations promulgated by changes in financial position of the Seller for the respective periods indicated, except, in the case of interim financial statements, for year-end audit adjustments, consisting only of normal recurring accruals. Each of the financial statements (including the related notes) included in the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations Reports of the SEC with respect thereto, were Seller has been prepared in accordance with GAAP applied on a consistent basis during the periods involved (United States generally accepted accounting principles, except as may have been indicated in the notes thereto) and fairly present (subjectotherwise noted therein or, in the case of the unaudited financial statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued permitted by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Commission.

SEC Reports. SSI Issuer has filed all required forms, reports, statements, schedules and STI have delivered correspondence and other documents with the Securities and Exchange Commission (“SEC”) for each of the Issuer’s last three fiscal years (collectively, the “Issuer SEC Reports”). The Issuer SEC Reports were filed on a timely basis, and Issuer has furnished, or will furnish within ten (10) days following the execution of this Agreement, to VERITAS or its counsel correct the Members true and complete copies of all of the final version Issuer SEC Reports. None of each reportthe Issuer SEC Reports, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As as of their respective dates or(as amended through the date hereof), in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. All of the Issuer SEC Reports, as of such time of filingtheir respective dates (as amended through the date hereof), and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, complied in all material respects with the then applicable requirements of the Securities Act or and the Exchange Act, as the case may be, Act of 1934 and the applicable rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of statements, including all related notes and for the period ending July 3schedules, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated contained in the notes theretoIssuer SEC Reports (or incorporated by reference therein) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries Issuer as at the respective dates thereof and the consolidated results of their operations and cash flows of Issuer for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared indicated in accordance with GAAP and which would have generally accepted accounting principles (“GAAP”) applied on a Material Adverse Effect on consistent basis throughout the Group Business, periods involved (except for such liabilities or obligations as (i) were accrued or provided for changes in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or principles disclosed in the notes to the Group Financial Statements; thereto) and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed subject in the Group Financial Statements or (B) are case of a normally recurring nature interim financial statements to normal year-end adjustments and were incurred after July 3, 1998the absence of notes. For purposes of this Agreement, the date balance sheet and statement of operations of Issuer as of March 31, 2006, is referred to as the 1998 Group “Issuer Balance Sheet (and Statement of Operations" and the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in date thereof is referred to as the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements “Issuer Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5”.

SEC Reports. SSI and STI have delivered to VERITAS or its counsel correct (a) A true and complete copies of the final version copy of each annual, quarterly and other report, scheduleregistration statement, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI Buyer with the SEC on or after June 27since January 1, 1997 with respect 2016 and prior to the Group Business or the Group Assets date hereof (the "SEAGATE “Buyer SEC DOCUMENTS")Documents”) is available on the web site maintained by the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, which are the material documents (other than preliminary material) that SSI and STI were required to file with portions in respect of which confidential treatment was granted by the SEC on or after June 27, 1997 with respect to the Group Business or the Group AssetsSEC. As of their respective filing dates, the Buyer SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Buyer SEC Documents, and none of the Buyer SEC Documents as of their respective filing dates or, in the case of registration statementstaken as a whole, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) date hereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. misleading. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for Buyer included in the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") Buyer SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may have been be indicated in the notes thereto) and fairly present (subject, except in the case of pro forma statements, or, in the case of the unaudited financial statements, to normal yearexcept as permitted under Form 10-end audit adjustmentsQ under the Exchange Act) and fairly presented the consolidated financial position of SSI Buyer and its respective consolidated subsidiaries Subsidiaries as at of the respective dates thereof and the consolidated results of their Buyer’s operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature indicated (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosedsubject to, in the SSI Consolidated Financial Statements in accordance with Statement Nocase of unaudited statements, normal and recurring year-end audit adjustments). 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached Except as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years disclosed in the period ended July 3Buyer SEC Documents, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all no material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (adverse effect with respect to the Group Business) have no Liabilities of any nature (matured or unmaturedBuyer has occurred since December 31, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.52018.

SEC Reports. SSI and STI have delivered Unique has made available to VERITAS or its counsel correct Invacare a true and complete copies of the final version copy of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI Unique with the SEC on or after June 27Securities and Exchange Commission ("Commission") since October 31, 1997 with respect to 1992 (as such documents have since the Group Business or the Group Assets (time of their filing been amended, the "SEAGATE SEC DOCUMENTSReports"), ) which are all the material documents (other than preliminary material) that SSI and STI were Unique was required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group AssetsCommission since such date. As of their respective dates ordates, the SEC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case of registration statements, their effective datesmay be, and except as disclosed in the Seagate rules and regulations of the Commission thereunder applicable to the SEC DocumentsReports, and none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained Reports contained, as of the respective dates thereof, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The financial statements of Unique included in the SEC Reports complied, as of such time of filingthe respective dates thereof, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, were and have been prepared in accordance with GAAP generally accepted accounting principles as of the respective dates thereof, applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto, or in the case of the unaudited statements, as permitted by Form 1 0-Q) and fairly present (subject, in the case of the unaudited statementsstatement, to normal year-end audit normal, recurring adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries Unique as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years (or changes in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect financial position prior to the Group Businessapproval of FASB 95) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with for the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5periods then ended.

SEC Reports. SSI (a) Buyer has filed all reports, schedules, forms, certifications, statements and STI have delivered other documents required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI Buyer with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE “Buyer SEC DOCUMENTS"Documents”), which . All Buyer SEC Documents are the material documents (other than preliminary material) that SSI and STI were required to file with available from the SEC on the E▇▇▇▇ System or after June 27in the Buyer Data Room. (b) As of its respective date, 1997 each Buyer SEC Document complied in all material respects with respect to the Group Business requirements of the Exchange Act or the Group Assets. As of their respective dates orSecurities Act, in as the case of registration statements, their effective datesmay be, and except as disclosed in the Seagate SEC Documents, none rules and regulations of the Seagate SEC Documents (including all exhibits promulgated thereunder applicable to such Buyer SEC Document, and schedules thereto and documents incorporated by reference therein) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as misleading. Except to the extent that information contained in any Buyer SEC Document has been revised or superseded by a later filed Buyer SEC Document, none of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate Buyer SEC Documents complied, when filed, in all contains any untrue statement of a material respects with the then applicable requirements of the Securities Act fact or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all omits to state any material respects all documents and agreements that were fact required to be filed as exhibits stated therein or necessary in order to make the Seagate SEC Documents. (b) SSI Financial Statements; Absence statements therein, in light of Undisclosed Liabilitiesthe circumstances under which they were made, not misleading. The consolidated financial statements dated as of and for Buyer included in the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied Buyer SEC Documents comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto) and fairly present the consolidated financial position of Buyer as of the dates thereof and the consolidated results of its operations and cash flows for the periods shown (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in principal executive officer of Buyer and the principal financial officer of Buyer have made all material respects with certifications required by Sections 302 and 906 of the then applicable accounting requirements S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, SEC promulgated thereunder (the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (“S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Group Business) Buyer SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related the meanings given to or arose in connection with the Group Business; (ii) individually or such terms in the aggregateS▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As used in this Section 5.26, are of the term “file” shall be broadly construed to include any manner in which a nature required to be recorded on the face of document or disclosed in the notes information is furnished, supplied or otherwise made available to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5SEC.

SEC Reports. SSI The Company has filed or furnished all forms, reports and STI have delivered to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI documents with the SEC on that have been required to be filed or after June 27furnished by it under applicable Laws since January 1, 1997 with respect 2006 and prior to the Group Business or date hereof (all such forms, reports and documents, the Group Assets (“Company SEC Reports”). Except as set forth in Section 2.7(a) of the "SEAGATE SEC DOCUMENTS")Disclosure Schedule, which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As as of their respective effective dates or, (in the case of Company SEC Reports that are registration statements, statements filed pursuant to the requirements of the Securities Act) and as of their effective dates, and except as disclosed respective SEC filing dates (in the Seagate case of all other Company SEC DocumentsReports), none of the Seagate each Company SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, Report complied in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and each as in effect on the rules and regulations promulgated date such Company SEC Report was filed. As of its filing date (or, if amended or superseded by a filing, on the date of such amended or superseding filing), each Company SEC thereunderReport (as amended or superseded by a subsequently filed Company SEC Report, and SSI and STI have filed if applicable) did not contain any untrue statement of a material fact or omit to state any material fact necessary in all material respects all documents and agreements that order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3file any forms, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects reports or other documents with the then applicable accounting requirements and SEC. No executive officer of the published rules and regulations Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Except as set forth in Section 2.7(b) of the Disclosure Schedule, there are no outstanding written comments from the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case to any of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5SEC Reports.

SEC Reports. SSI XRG has filed all required reports, schedules, forms, statements, and STI have delivered other documents with the Securities and Exchange Commission (the "SEC"). In particular, but without limitation of the generality of the foregoing, XRG has filed with the SEC, and has heretofore made available to VERITAS or its counsel correct the Sellers, true and complete copies of the final version of each reportXRG's most recent annual report on Form 10-KSB, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI with the SEC most recent quarterly report on or after June 27, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective datesForm 10-QSB, and except as disclosed in most recent Form 8-K. These reports, at the Seagate SEC Documentstime filed, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference thereina) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filingmisleading, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, (b) complied in all material respects with the then applicable requirements of the Securities Act or of 1933 and the Securities Exchange ActAct of 1934, as the case may beapplicable, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC thereunder. No independent auditors' report included with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case audited financial statements of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, XRG included in the SSI Consolidated Financial Statements as of the date thereof SEC reports referenced above (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATEAudited Financial Statements") has been revoked or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date qualified in any manner since its date. XRG has not, since March 31, 2003, made any material change in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected accounting practices or policies applied in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct preparation of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Audited Financial Statements; Absence . The books and records of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flowsXRG have been, and Group Business equity for the three years in the period ended July 3are being, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply maintained in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity accordance with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities management of any nature (matured or unmatured, fixed or contingent) which XRG has (i) are related designed disclosure controls and procedures to or arose in connection with ensure that material information relating to XRG, including its consolidated subsidiaries, is made known to the Group Business; management of XRG by others within XRG and (ii) individually or in has disclosed, based on its most recent evaluation, to XRG's auditors and the aggregate, are audit committee of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as Board (A) were accrued, provided for or disclosed all significant deficiencies in the Group Financial Statements design or operation of internal controls which could adversely affect XRG's ability to record, process, summarize and report financial data and have identified for XRG's auditors any material weaknesses in internal controls and (B) are of any fraud, whether or not material, that involves management or other employees who have a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), significant role in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to SeagateXRG's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5internal controls.

SEC Reports. SSI and STI have delivered to VERITAS Whether or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were not required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretoSEC, were prepared in accordance with GAAP applied on a consistent basis during so long as any Securities are outstanding, the periods involved Company will furnish the Holders of Securities: (except as may have been indicated in the notes theretoi) all quarterly and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated annual financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature information that would be required to be disclosed contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of a consolidated balance sheet for SSI the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its consolidated subsidiaries prepared in accordance with GAAP Restricted Subsidiaries separate from the financial condition and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as results of operations of the date thereof (Unrestricted Subsidiaries of the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE"Company, if any) or and, with respect to the annual information only, a report thereon by the Company's certified independent accounts; and (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are all current reports that would be required to be provided for or disclosed, but are not provided for or disclosedfiled with the SEC on Form 8-K if the Company were required to file such reports, in each case within the SSI Consolidated Financial Statements time periods specified in accordance with Statement Nothe SEC's rules and regulations. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to In addition, following the SSI Disclosure Letter are the audited combined financial statements consummation of the Group Business dated as of July 3exchange offer contemplated by the Registration Rights Agreement, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (whether or not required by the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respectsSEC, the combined financial position Company will file a copy of all such information and reports with the Group Business as of July 3, 1998 and June 27, 1997, and SEC for public availability within the combined results of its operations and its cash flows for each of the three years time periods specified in the period ended July 3SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, 1998the Company has agreed that, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect for so long as any Securities remain outstanding, it will furnish to the Group Business) have no Liabilities of any nature (matured or unmaturedHolders and to securities analysts and prospective investors, fixed or contingent) which (i) are related to or arose in connection with upon their request, the Group Business; (ii) individually or in the aggregate, are of a nature information required to be recorded on delivered pursuant to Rule 144A(d)(4) under the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Securities Act.

SEC Reports. SSI The Parent has filed in a timely fashion all forms, reports, schedules, statements and STI have delivered registration statements required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI it with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets Securities and Exchange Commission (the "SEAGATE Commission") since January 1, 1995 (collectively, the "SEC DOCUMENTSReports"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained Reports did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filingmisleading, except for such requirements as were fulfilled by the filing of such Seagate any statement or omission in any SEC Documents, the Seagate Report which was corrected in a later SEC Documents complied, when filed, in all material respects with the then applicable requirements Report. The financial statements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by Parent included in the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, Reports were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated basis, present fairly in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) accordance with generally accepted accounting principles the consolidated financial position, results of operations and changes in financial position of SSI the company and its respective consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then endedindicated and conform in all material respects to all applicable requirements under the Securities Exchange Act of 1934 ("Exchange Act"). SSI Except as reflected in the SEC Reports, the Parent as of the date of such SEC Reports has no liabilities material liabilities, obligations, or obligations claims of any nature (matured whether absolute, accrued, contingent or unmaturedotherwise and whether due or to become due), fixed including, without limitation, any tax liabilities or contingent) which areunder funded pension plans, individually and the Parent does not have any knowledge of any basis for the existence of or the assertion against the Parent of any such liability, obligation or claim as of such date. The income of the Parent as reflected in the aggregate, SEC Reports consists solely of a nature required to be disclosed on the face ordinary operating profits and none of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as income consists of (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as income from a source other than operations of the date thereof (business of the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") Parent and its Subsidiaries or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in transaction outside the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to Parent (whether or not such transaction would otherwise be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"considered extraordinary under GAAP). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5.

SEC Reports. SSI The Company has furnished to the Buyer a true and STI complete copy of each statement, report, registration statement (together with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "SECURITIES ACT"), if any), definitive proxy statement and other filings filed with the SEC by the Company on or after January 1, 2002 and, prior to the Closing Date, the Company will have delivered to VERITAS or its counsel correct furnished the Buyer with true and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement any additional documents filed by SSI and/or STI with the SEC on or after June 27, 1997 with respect by the Company prior to the Group Business or the Group Assets Closing Date (collectively, the "SEAGATE COMPANY SEC DOCUMENTS"), which all to the extent the Company SEC Documents are not available on EDGAR. In addition, the material Compa▇▇ ▇▇s made available to the Buyer all exhibits to the Company SEC Documents filed prior to the date hereof, and will promptly make available to the Buyer all exhibits to any additional Company SEC Documents filed prior to the Closing Date. All documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect be filed as exhibits to the Group Business or the Group AssetsCompany SEC Documents have been so filed. As of their respective dates filing dates, or, in the case with respect to registration statements as of registration statements, their effective dates, the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and except as disclosed in the Seagate SEC DocumentsSecurities Act, and none of the Seagate Company SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading as of such time of filingmisleading, and there except to the extent corrected, modified or superseded by a subsequently filed Company SEC Document. There is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate extent such filing has been amended, modified or superseded by a subsequently filed Company SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Document.

SEC Reports. SSI (a) The Company has heretofore filed with the ----------- Securities and STI have delivered Exchange Commission (the "SEC") pursuant to VERITAS the Securities Exchange Act of 1934, as amended (the "Exchange Act"), all reports and other documents required to be filed, including an Annual Report on Form 10-K for the year ended December 31, 1995 (the "Form 10-K"). None of such reports, or its counsel correct and complete copies of the final version of each reportany other reports, scheduledocuments, registration A-17 19 statement and statements, definitive proxy statement materials and other filings required to be filed by SSI and/or STI with the SEC on or after June 27, 1997 with respect to under the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI rules and STI were required to file with regulations of the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate ("SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference thereinFilings") contained contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, at the time and in light of the circumstances under which they were made, not misleading as of such time of filingmisleading.Since December 31, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents1995, the Seagate SEC Documents complied, when filed, in all material respects Company has timely filed with the then SEC all SEC Filings and all such SEC Filings complied with all applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, applicable and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated audited financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (Company included or incorporated by reference in the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements Form 10-K and the published rules and regulations of unaudited financial statements contained in the SEC with respect thereto, were quarterly reports on Form 10-Q each have been prepared in accordance with GAAP such acts and rules and with United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved (indicated therein and with each other, except as may have been be indicated therein or in the notes thereto) thereto and fairly present (the financial condition of the Company as at the dates thereof and the results of its operations and statements of cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments. Except as reflected in such financial statements, the Company has no material liabilities, absolute or contingent, other than ordinary course liabilities incurred since the date of the last such financial statements in connection with the conduct of the business of the Company. (b) Since September 30, 1996, and except as previously disclosed to the consolidated Investor in writing there has been no: (i) change in the assets, liabilities, financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated condition or operating results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations Company from that reflected in the Form 10-K, except changes in the ordinary course of any nature (matured or unmatured, fixed or contingent) which arebusiness that have not, individually or in the aggregate, of a nature required resulted in and are not reasonably expected to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared result in accordance with GAAP and which would have a Material Adverse Effect on (and except that the Group BusinessCompany expects to continue to incur substantial operating losses, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or which may be material); (ii) are damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties or financial condition of the Company (and except that the Company expects to continue to incur substantial operating losses, which may be material); (iii) waiver or compromise by the Company of a normally recurring nature and were incurred after material right or of a material debt owed to it; (iv) satisfaction or discharge of any lien, claim or encumbrance by the SSI Consolidated Financial Statements Balance Sheet Date Company, except in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in which is not material to the STI/SSI Consolidated Financial Statements arebusiness, to Seagate's Knowledge, reasonably adequate. At properties or financial condition of the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies Company (as such term business is used in Statement No. 5 issued presently conducted); (v) material change to a material contract or arrangement by which the Company or any of its assets is bound or subject; (vi) sale, assignment or transfer to a third party that is not an Affiliate (as hereafter defined) of any material patents, trademarks, copyrights, trade secrets or other intangible assets for compensation which is less than fair value; (vii) mortgage, pledge, transfer of a security interest in, or lien, created by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosedCompany, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Businessany of its material properties or assets, except liens for taxes not yet due or payable; or (viii) have no Liabilities declaration, setting aside or payment or other distribution in respect of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with of the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a wholeCompany's capital stock, except for any direct or indirect redemption, purchase or other acquisition of any such Liabilities as (A) were accrued, provided for or disclosed in stock by the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Company; or

SEC Reports. SSI The Company has complied in all material respects with the requirement to file all reports, schedules, forms, statements and STI have delivered other documents required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI with the SEC on Company under the Act and the Exchange Act, including pursuant to Section 13(a) or after June 2715(d) thereof, 1997 with respect for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to the Group Business or the Group Assets file such material) (the "SEAGATE SEC DOCUMENTS")foregoing materials, which are including the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, in each case as amended or supplemented prior to the Effective Date, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as misleading. The financial statements of such time of filing, and there is no requirement under the Securities Act or Company included in the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, Reports comply in all material respects with the then applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated of the Commission with respect thereto as in effect at the time of filing. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC thereunder, and SSI and STI have filed Registration Statement fairly presents the information called for in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were has been prepared in accordance with GAAP the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Base Prospectus, any Prospectus Supplement or the Prospectus. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may have been indicated be otherwise specified in such financial statements or the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present (in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited statements, to normal normal, immaterial, year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5.

SEC Reports. SSI The Company has filed with the SEC, and STI have delivered has heretofore made available to VERITAS or its counsel correct Buyer true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed with the SEC by the Company since January 1, 1997 (together with all information incorporated therein by reference, the "Company SEC Reports"). No subsidiary of the final version of each Company is required to file any form, report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI or other document with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group AssetsSEC. As of their respective dates ordates, the Company SEC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case of registration statements, their effective datesmay be, and except as disclosed in the Seagate rules and regulations of the SEC Documentspromulgated thereunder applicable to such Company SEC Reports, and none of the Seagate Company SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) Reports at the time they were filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilitiesmisleading. The consolidated financial statements dated as of and for (including the period ending July 3, 1998 of SSI and its consolidated subsidiaries (related notes) included in the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied Company SEC Reports comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by forms or rules of the SEC) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments) ). Except as and to the consolidated financial position extent set forth in Section 3.7 of SSI the Company Disclosure Schedule, the Company and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities do not have any liability or obligations obligation of any nature (matured whether accrued, absolute, contingent or unmatured, fixed or contingentotherwise) other than liabilities and obligations which arewould not, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Company Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Effect.

SEC Reports. SSI and STI have delivered The Current Report on Form 8-K (the “8-K”), to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI with the SEC on or after June 27, 1997 with respect to describing the Group Business or transactions set forth in this Agreement and the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the other Transaction Agreements will comply in all material documents (other than preliminary material) that SSI and STI were required to file respects with the SEC on or after June 27, 1997 with respect to requirements of the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective datesExchange Act, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits rules and schedules thereto and documents incorporated by reference therein) contained regulations promulgated thereunder. The Form 8-K does not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as misleading. The Company has delivered to the Purchasers or made available through the SEC’s ▇▇▇▇▇ filing system true and complete copies of such time of filingthe reports (the “SEC Reports”), and there is no requirement filed by the Company under the Securities Act or Act, and/or the Exchange Act, which includes the audited financial statements of the Company for the fiscal years ended December 31, 2008 and 2007 (the “Audited Financial Statements Date”) and unaudited financial statements for the Company for the quarter ended September 30, 2009 ((the “Quarterly Financial Statements Date”). Such audited and unaudited financial statements, are referred to collectively as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, “Financial Statements.” The Financial Statements complied in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were Commission promulgated thereunder. Such Financial Statements have been prepared in accordance with GAAP accounting principles generally accepted in the United States (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may have been be otherwise indicated in such financial statements or the notes theretothereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5.

SEC Reports. SSI and STI have delivered (a) The Company has filed all reports required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI with it under the SEC on or after June 27Securities Act and the Securities Exchange Act of 1934, 1997 with respect to the Group Business or the Group Assets as amended (the "SEAGATE EXCHANGE ACT") for the two years preceding the date hereof (collectively, the "SEC DOCUMENTSREPORTS"), which are the material documents (other than preliminary material) that SSI on a timely basis or has received a valid extension of such time for filing and STI were required to file with the has filed any such SEC on or after June 27, 1997 with respect Reports prior to the Group Business or the Group Assetsexpiration of such extension. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, Reports complied in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by of the Securities and Exchange Commission ("SEC") thereunder applicable to such reports and registration statements. As of their respective dates, the SEC thereunder, and SSI and STI have filed in all Reports did not contain any untrue statement of a material respects all documents and agreements that were fact or omit to state a material fact required to be filed as exhibits stated therein or necessary to make the Seagate SEC Documents. statements therein, in light of the circumstances under which they were, or will be, made, not misleading. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The audited consolidated financial statements dated as and unaudited interim financial statements of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (Company included in the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied SEC Reports comply as to form in all material respects with the then applicable accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the SEC with respect thereto. The financial statements and the condensed financial statements, were as applicable, included in the SEC Reports (i) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been be indicated therein or in the notes thereto), (ii) and fairly present (subjectfairly, in all material respects, the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI the Company and its respective consolidated subsidiaries Subsidiaries as at of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmaturedended subject, fixed or contingent) which are, individually or in the aggregatecase of the unaudited interim financial statements, of a nature required to be disclosed on normal year-end audit adjustments and the face of a consolidated balance sheet for SSI fact that certain information and its consolidated subsidiaries prepared notes have been condensed or omitted in accordance with GAAP the Exchange Act and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect theretopromulgated thereunder, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are in all material to respects in agreement with the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature books and were incurred after July 3, 1998, the date records of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities Company and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5its Subsidiaries.

SEC Reports. SSI and STI have delivered (a) Since January 1, 2013, the Company has filed with or furnished to VERITAS or its counsel correct and complete copies of the final version of each reportSEC all forms, schedulereports, schedules, statements, prospectuses, registration A-17 19 statement and statements, definitive proxy statement statements and other documents (collectively, including all exhibits thereto and information incorporated by reference therein, the “Company SEC Reports”) required to be filed by SSI and/or STI the Company with or furnished by the Company to the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assetsin a timely manner. As of their respective filing dates or(and as of the date of any amendment or supplement thereto), (i) the Company SEC Reports complied, and each Company SEC Report filed subsequent to the date hereof will comply, in all material respects with the requirements of NASDAQ, the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case of registration statements, their effective datesmay be, and except as disclosed in the Seagate SEC Documents, none respective rules and regulations of the Seagate SEC Documents promulgated thereunder applicable to such Company SEC Reports and (including all exhibits ii) the Company SEC Reports did not, and schedules thereto and documents incorporated by reference therein) contained each Company SEC Report filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as misleading. The Company Subsidiary is not required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of such time of filing, and there is no requirement under the Securities Act or the Exchange Act. (b) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and such disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the case may beprincipal executive officer and principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (c) The Company and the Company Subsidiary have established and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient in all material respects to provide reasonable assurance (i) regarding the reliability of the Company’s and its consolidated Subsidiaries’ financial reporting and the preparation of financial statements in accordance with GAAP, (ii) that receipts and expenditures of the Company are being made only with the authorization of management and directors of the Company and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would reasonably be expected to have amended a material effect on the Company’s financial statements. There were no significant deficiencies or material weaknesses in the internal control over financial reporting as of and for the year ended December 31, 2012 (nor has any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, deficiency or weakness been identified). (d) The Company has complied with and is in compliance in all material respects with the then applicable all current listing and corporate governance requirements of the Securities Act or the Exchange Act, as the case may beNASDAQ, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed is in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form compliance in all material respects with all rules, regulations and requirements of the then applicable accounting requirements ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the SEC. There are no outstanding loans or other extension of credit made by the Company or the Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (e) Neither the Company nor the Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and the Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off balance sheet arrangements (as defined in Item 303(a) of Regulation S-K under the Securities Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or the Company Subsidiary in the Company’s published rules financial statements or other Company SEC Reports. (f) The Company has made available to Parent accurate and regulations complete copies of all material correspondence since January 1, 2013 through the date hereof between the SEC, on the one hand, and the Company and the Company Subsidiary, on the other hand, including comment letters from the staff of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during relating to the periods involved (except as may have been indicated in the notes thereto) Company SEC Reports containing unresolved comments and fairly present (subject, in the case all written responses of the unaudited statementsCompany thereto. To the knowledge of the Company, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (hereof, no Company SEC Report is the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") subject of ongoing review, comment or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued investigation by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5SEC.

SEC Reports. SSI (a) CBPO has timely filed or furnished, as the case may be, all registration statements, proxy statements, reports, forms and STI have delivered other documents required to VERITAS be filed or its counsel correct and complete copies of furnished by it with the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI with the SEC on (all of the foregoing documents filed with or after June 27, 1997 with respect furnished to the Group Business or SEC and all exhibits included therein are referred to as the Group Assets (the "SEAGATE “CBPO SEC DOCUMENTS")Reports”) since January 1, which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets2012. As of their respective effective dates or, (in the case of the CBPO SEC Reports that are registration statementsstatements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other CBPO SEC Reports), their effective datesor in each case, if amended prior to the date hereof, as of the date of the last such amendment, (i) each CBPO SEC Report complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, and except as disclosed in the Seagate SEC Documents, (ii) none of the Seagate such CBPO SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the such statements made therein, in the light of the circumstances under which they were made, not misleading misleading. (b) CBPO has established and maintains disclosure controls and procedures (as of such time of filing, and there is no requirement defined in Rule 13a-15 under the Securities Act or the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to CBPO, as including its Subsidiaries, is made known to CBPO’s principal executive officer and principal financial officer by others within those entities, particularly during the case may beperiods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting the CBPO principal executive officer and principal financial officer to material information required to be included in CBPO’s periodic and current reports required under the Exchange Act. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to have amended any such filing, except for such requirements as were fulfilled by terms in the filing S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, 2002. CBPO is in compliance in all material respects with the then applicable requirements provisions of the Securities S▇▇▇▇▇▇▇-▇▇▇▇▇ Act or the Exchange Actof 2002 that are applicable to CBPO. (c) Since January 1, as the case may be2012, CBPO has been and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed is in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form compliance in all material respects with the then applicable accounting requirements listing and the published corporate governance rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5NASDAQ.

SEC Reports. SSI Parent has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and STI have delivered to VERITAS or its counsel correct other documents (including exhibits and complete copies all other information incorporated therein, regardless of the final version of each report, schedule, registration A-17 19 statement when such exhibits and definitive proxy statement filed by SSI and/or STI other information were filed) with the SEC on or after June 27since January 1, 1997 with respect to the Group Business or the Group Assets 2018 (the "SEAGATE “Parent SEC DOCUMENTS"Reports”), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates ordates, the Parent SEC Reports and the Spinoff Filings complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case of registration statements, their effective datesmay be, and except the rules and regulations of the SEC promulgated thereunder applicable to the Parent SEC Reports and the Spinoff Filings, as disclosed in the Seagate SEC Documentsapplicable, and none of the Seagate Parent SEC Documents (including all exhibits Reports or the Spinoff Filings when filed and schedules thereto and documents incorporated by reference therein) at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, except that information filed or furnished as of such time a later date (but before the date of filing, and there is no requirement under the Securities Act or the Exchange Act, this Agreement) shall be deemed to modify information as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements an earlier date. As of the Securities Act date of this Agreement, there are no outstanding or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of unresolved comments received from the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case to any of the unaudited statementsParent SEC Reports, and, to normal year-end audit adjustments) the consolidated financial position knowledge of SSI and its respective consolidated subsidiaries as at Parent, none of the respective dates thereof and Parent SEC Reports is the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations subject of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature outstanding SEC investigation. No Parent Subsidiary is required to be disclosed on file reports with the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on SEC pursuant to the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as requirements of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Act.

SEC Reports. SSI and STI have delivered to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement The Company has timely filed by SSI and/or STI with the SEC all Company SEC Reports required to have been filed on or after June 27May 3, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets2018. As of their respective effective dates or, (in the case of Company SEC Reports that are registration statements, statements filed pursuant to the requirements of the Securities Act of 1933 (the “Securities Act”)) and as of their effective datesrespective filing dates (in the case of all other Company SEC Reports), and except to the extent corrected by subsequent Company SEC Reports filed prior to the date hereof, each Company SEC Report (a) complied as disclosed to form in all material respects with the Seagate SEC Documents, none requirements of the Seagate Exchange Act and the Securities Act, Table of Contents as the case may be, applicable to such Company SEC Documents Report, (including b) was prepared in all exhibits material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act and schedules thereto other applicable Law and documents incorporated by reference therein(c) contained did not, as of such respective dates, or if amended or restated prior to the date hereof, at the time of such later amendment or restatement, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements misleading. As of the Securities Act date of this agreement, there are no outstanding or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed unresolved comments in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of comment letters received from the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during to the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case Company SEC Reports. No Subsidiary of the unaudited statements, Company is subject to normal year-end audit adjustments) the consolidated financial position periodic reporting requirements of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities Exchange Act or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature is otherwise required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Businessfile any periodic forms, except for such liabilities reports, schedules, statements or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects other documents with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5SEC.

SEC Reports. SSI and STI have delivered The Company has filed all reports required to VERITAS be filed by it under the Exchange Act, for the two years preceding the date hereof (or its counsel correct and complete copies such shorter period as the Company was required by law to file such material) (all of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement foregoing filed by SSI and/or STI with the SEC on or after June 27, 1997 with respect prior to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI date hereof and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects as to form with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated hereunder, and none of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The Company has advised the Investor that a correct and complete copy of each of the SEC Documents (together with all exhibits and schedules thereto and as of such time of filingamended to date) is available at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled a website maintained by the filing of such Seagate Commission where the Investor may view the SEC Documents, . The financial statements of the Seagate Company included in the SEC Documents complied, when filed, (the “Financial Statements”) comply in all material respects with the then applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by of the SEC thereunder, and SSI and STI Commission with respect thereto as in effect at the time of filing. Such financial statements have filed been prepared in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may have been indicated be otherwise specified in such financial statements or the notes thereto) , and fairly present (subject, in all material respects the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI the Company and its respective consolidated subsidiaries Subsidiaries as at of and for the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5.

SEC Reports. SSI The Borrower has timely filed with or furnished to, as applicable, the Securities and STI have delivered Exchange Commission (the “SEC”) all registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to VERITAS be filed or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed furnished by SSI and/or STI it with the SEC on since January 1, 2011 (the “Borrower SEC Documents”). All such Borrower SEC Documents that Borrower has so filed or after June 27, 1997 with respect furnished prior to the Group Business or date hereof are available on the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group AssetsSEC’s website. As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Borrower SEC Documents complied as to form in all material respects with the case applicable requirements of registration statements, their effective dates, the Securities Act and except as disclosed in Exchange Act applicable to such Borrower SEC Documents. None of the Seagate Borrower SEC Documents, none of the Seagate SEC Documents (including all any financial statements, schedules or exhibits and schedules thereto and documents included or incorporated by reference therein) therein at the time they were filed or furnished (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements misleading. None of the Securities Act Borrower’s Subsidiaries is required to file with or the Exchange Act, as the case may be, and the rules and regulations promulgated by furnish to the SEC thereunderany forms, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities reports or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5other documents.

SEC Reports. SSI (a) The Company has filed with the SEC, among other reports (i) Annual Reports on Form 20-F for the fiscal years ended December 31, 1997 and STI have delivered to VERITAS or its counsel correct 1998 as filed with the United States Securities and complete copies of Exchange Commission (the final version of each report"SEC"), schedule, registration A-17 19 statement and definitive proxy statement (ii) all other documents filed by SSI and/or STI with the SEC on or after June 27(pursuant to Section 13, 1997 with respect to 14(a) and 15(d) of the Group Business or the Group Assets Securities Exchange Act of 1934, as amended (the "SEAGATE SEC DOCUMENTSExchange Act")) and the Canadian securities regulatory authorities since January 1, 1996 and (iii) all registration statements filed with the SEC since January 1, 1996, which are all the material documents (other than preliminary material) that SSI and STI were the Company filed or was required to file with the SEC on or after June 27, 1997 with respect the Canadian securities regulatory authorities from that date through the date hereof (clauses (i) through (iii) being referred to herein collectively as the "SEC Reports"). Except to the Group Business extent they may have been subsequently amended or otherwise modified prior to the Group Assets. As date hereof by subsequent reporting or filings, as of their respective dates ordates, the SEC Reports (as the same may have been amended or otherwise modified) complied in all material respects with the case requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act and the rules and regulations of the SEC thereunder applicable to such reports and registration statements. Except to the extent they may have been subsequently amended or otherwise modified prior to the date hereof by subsequent reporting or filings, as of their effective respective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. (b) The audited consolidated financial statements as at and for the period ended December 31, 1998 of such time of filing, and there is no requirement under the Securities Act or Company included in the Exchange Act, SEC Reports (the "1998 Financial Statements") comply as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, form in all material respects with the then applicable accounting requirements of the Securities Act or the Exchange Act, as the case may beapplicable, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The 1998 Financial Statements (i) have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), were (ii) present fairly, in all material respects, the financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended and (iii) are in all material respects in agreement with the books and records of the Company and its subsidiaries. (c) Except as otherwise disclosed in a Form 6-K filed by the Company on July 7, 1999, the unaudited interim financial statements of the Company as at and for all periods commencing on or after January 1, 1999 included in the SEC Reports comply as to form in all material respects with accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the SEC with respect thereto. Except as otherwise disclosed in a Form 6-K filed by the Company on July 7, 1999, the condensed financial statements included in the SEC Reports: (i) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been be indicated therein or in the notes thereto); (ii) and fairly present (subjectfairly, in all material respects, the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI the Company and its respective consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities ended subject to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared omitted in accordance with GAAP the Exchange Act and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statementspromulgated thereunder; and (iii) are in all material to respects in agreement with the Group Business taken as books and records of the Company and its subsidiaries. (d) The Company and its subsidiaries keep proper accounting records in which all material assets and liabilities, and all material transactions, of the Company and its subsidiaries are recorded in conformity with applicable accounting principles. No part of the Company's or any of its subsidiaries, accounting system or records, or access thereto, is under the control of a wholePerson who is not an employee of the Company or such subsidiary. (e) The Company, except for such Liabilities as (A) were accruedalong with its subsidiaries, provided for or disclosed had less than $25,000,000 of aggregate sales in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), United States in the ordinary course most recently completed fiscal year, and as of business consistent with past practice. All liabilities and valuation accounts established and reflected September 30, 1999 owned, either directly or indirectly, assets in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5United States with an aggregate book value of less than $15,000,000.

SEC Reports. SSI (a) Purchaser has filed all documents, including all annual, quarterly and STI have delivered other reports, proxy statements and other statements, reports, schedules, forms and other documents (including all exhibits, financial statements and the schedules thereto, and all other information incorporated by reference), required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI it with the SEC on since January 1, 2018 (collectively, the “SEC Reports”). Since the date of the last SEC Report, to the knowledge of Purchaser, there has not been the occurrence or after June 27non-occurrence of any event, 1997 the occurrence or non-occurrence of which resulted in, or would reasonably be likely to result in, a Material Adverse Effect with respect to Purchaser. (b) The SEC Reports, including the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI financial statements and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules contained therein, (i) at the time filed (or furnished), complied (giving effect to any amendments or supplements thereto filed prior to the date of this Agreement) in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and documents incorporated (ii) at the time they were filed (or if amended or superseded by reference therein) contained a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment), did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements thereinmade in such SEC Reports, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended misleading. (c) The financial statements (including any such filing, except for such requirements as were fulfilled by the filing of such Seagate related notes) contained in SEC DocumentsReports (collectively, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI “Purchaser Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries ”) (the "SSI CONSOLIDATED FINANCIAL STATEMENTS"i) complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, applicable thereto and (ii) were prepared in accordance with GAAP GAAP, consistently applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto), and present fairly in all material respects the consolidated financial position and results of operations of Purchaser and its subsidiaries (taken as a whole) as of the times and fairly present (subjectfor the periods referred to therein, subject in the case of the unaudited statements, financial statements to the absence of footnote disclosures and other presentation items and changes resulting from normal year-end audit adjustments. (d) To the consolidated financial position knowledge of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmaturedPurchaser, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as none of the date thereof (SEC Reports is the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") subject of ongoing SEC review and there are no inquiries or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued investigations by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for SEC or disclosed, but are not provided for any internal investigations pending or disclosedthreatened, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence each case regarding any accounting practices of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results Purchaser or any of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5Subsidiaries.

SEC Reports. SSI The Company has filed all reports, schedules, forms, statements and STI have delivered other documents required to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement be filed by SSI and/or STI with the SEC on Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or after June 2715(d) thereof, 1997 with respect for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to the Group Business or the Group Assets file such material) (the "SEAGATE SEC DOCUMENTS")foregoing materials, which are including the material documents (other than preliminary material) that SSI and STI were required to file with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) , being collectively referred to herein as the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as misleading. The consolidated financial statements of such time of filing, the Company and there is no requirement under its consolidated Subsidiaries included in the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, Reports comply in all material respects with the then applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by of the Commission with respect thereto as in effect at the time of filing. The financial statements included in the SEC thereunder, and SSI and STI Reports have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may have been indicated be otherwise specified in such financial statements or the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present (in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited statements, to normal normal, immaterial, year-end audit adjustments) the consolidated financial position of SSI . The agreements and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or documents described in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply SEC Reports conform in all material respects with aspects to the then applicable accounting requirements descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act and the rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years thereunder to be described in the period ended July 3, 1998, in conformity SEC Reports or to be filed with GAAP. The Contributed Company Group and the Contributing Companies (with respect Commission as exhibits to the Group Business) SEC Reports, that have no Liabilities of any nature (matured not been so described or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the Group Financial Statements as required by Statement No. 5. 2.5filed.