Common use of Company Financial Statements Clause in Contracts

Company Financial Statements. The Company has previously furnished to Buyer true, correct and complete copies of the following financial statements (the “Company Financial Statements”): (a) the audited consolidated balance sheets of the Company as at March 31, 2012 and March 31, 2011 and the related audited consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended; and (b) the unaudited consolidated balance sheets of the Company as at December 31, 2012 and December 31, 2011 and the related unaudited consolidated statements of income, changes in stockholders’ equity and cash flows for the nine months then ended. The balance sheet as of March 31, 2012 included in the Company Financial Statements is referred to as the “Balance Sheet”. The balance sheets included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the financial position of the Company as of their respective dates, and the related statements of income, changes in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations of the Company for the periods then ended, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory of the Company and the Company Subsidiaries is usable and salable in the ordinary course of business consistent with past practices of the Company and such Company Subsidiaries, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial Statements. All accounts receivable of the Company that are reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance Sheet.

Company Financial Statements. The Company has previously furnished to Buyer true, correct and complete copies Section 2.7(i) of the following financial statements Disclosure Schedule sets forth the Company’s (the “Company Financial Statements”): (ai)(a) the audited consolidated balance sheets sheet as of the Company as at March 31, 2012 and March 312009, 2011 and the related audited consolidated statements of income, changes in cash flow and stockholders’ equity and cash flows for the years 12-month then ended (together the “Fiscal 2008 Financials”), (b) audited consolidated balance sheet as of December 31, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 9-month then ended; , and (bc) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (collectively, the “Year-End Financials”), and (ii) the unaudited consolidated balance sheets sheet as of the Company as at December 31, 2012 and December March 31, 2011 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, changes in cash flow and stockholders’ equity for the 3-month period then ended (the “Interim Financials”). The Year-End Financials and the Interim Financials (collectively referred as the “Financials”) are true and correct in all material respects and have been prepared in accordance with Relevant Accounting Standards applied on a consistent basis throughout the periods indicated and consistent with each other. The Financials present fairly the Company’s consolidated financial condition, operating results and cash flows for as of the nine months then endeddates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of March 31, 2012 included in the Company Financial Statements Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet”.” Section 2.7(ii) of the Disclosure Schedule sets forth a backlog schedule as of the date hereof that reflects the contract end date and application fees to be invoiced for the period from the date hereof to the contract end date, and such schedule is accurate in all material respects. The balance sheets included in the books and records of each Acquired Company Financial Statements (including the related notes thereto) present fairly have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the financial position Financials are consistent with such books and records. No Acquired Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As of the Company as of their respective datesClosing Date, the Financials (x) will be true and the related statements of income, changes in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly correct in all material respects the results of operations of the Company for the periods then ended, all and will have been prepared in conformity accordance with GAAP Relevant Account Standards applied on a consistent basis; providedbasis throughout the periods indicated and consistent with each other, howeverand (y) will present fairly the Company’s consolidated financial condition, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) operating results and cash flows as of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of dates and during the Inventory of the Company and the Company Subsidiaries is usable and salable in the ordinary course of business consistent with past practices of the Company and such Company Subsidiaries, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial Statements. All accounts receivable of the Company that are reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance Sheetperiods indicated therein.

Company Financial Statements. The Company has previously furnished to Buyer true, correct and complete copies Section 4.6(a) of the following financial Company Disclosure Schedule sets forth (i) the consolidated audited balance sheets of the Company and the Company Subsidiaries as of December 31, 2005 and December 31, 2006, and the related statements of operations and members’ equity for the fiscal years then ended (collectively, the “Audited Financial Statements”), and (ii) the interim balance sheet of the Company and the Company Subsidiaries as of September 30, 2007 (the “Company Balance Sheet,” and such date, the “Company Balance Sheet Date”), and the related statements of operations, cash flows and members’ equity for the nine month fiscal periods ended September 30, 2006 and September 30, 2007, respectively (collectively with the Company Balance Sheet, the “Interim Financial Statements”), which Interim Financial Statements have been reviewed by the Company’s independent certified public accounting firm in accordance with Statement of Auditing Standards 100, and (iii) the interim unaudited and unreviewed statements of operations of the Company and the Company Subsidiaries for the ten month fiscal period ended October 31, 2007 and the eleven month fiscal period ended November 30, 2007 (the “Internal Financials”, and together with the Audited Financial Statements and Interim Financial Statements, the “Company Financial Statements”): ). The Company Financial Statements were prepared in accordance with GAAP (asubject to, in the case of Interim Financial Statements and the Internal Financials, the absence of notes and normal recurring year–end adjustments) applied in a manner consistent with the audited Company’s past practices and fairly present the consolidated balance sheets financial condition and results of operations of the Company as at March 31, 2012 and March 31, 2011 and the related audited consolidated statements Company Subsidiaries as of income, changes in stockholders’ equity the relevant dates thereof and cash flows for the years then ended; and periods covered thereby (b) the unaudited consolidated balance sheets of the Company as at December 31, 2012 and December 31, 2011 and the related unaudited consolidated statements of income, changes in stockholders’ equity and cash flows except for the nine months then ended. The balance sheet as Internal Financials which fairly present the results of March 31, 2012 included in operations for the Company Financial Statements is referred to as the “Balance Sheet”. The balance sheets included in the Company Financial Statements (including the related notes thereto) present fairly relevant periods in all material respects the financial position of the Company as of their respective datesrespects), and the related statements of income, changes in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects for such periods the results of operations of the Company for and the periods then endedCompany Subsidiaries are correct and complete in all material respects, all in conformity and are consistent with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory books and records of the Company and the Company Subsidiaries is usable (which books and salable records are correct and complete in the ordinary course of business consistent with past practices of the Company and such Company Subsidiaries, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value all material respects) in the Company Financial Statements. All accounts receivable of the Company that are reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance Sheetall material respects.

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

Company Financial Statements. The Company has previously furnished to Buyer true, correct and complete copies Section 2.7 of the following financial statements Disclosure Schedule sets forth the (the “Company Financial Statements”): (ai) the audited consolidated balance sheets of the Company (and as at March applicable, Predecessor Company) as of December 31, 2012 2009 and March 312008, 2011 and the related audited consolidated statements of income, changes in cash flow and stockholders’ equity and cash flows for the years then ended; twelve (12) month periods ended December 31, 2009 and 2008 (bthe “Year-End Financials”), (ii) the unaudited consolidated balance sheets sheet of the Company (and as at applicable, Predecessor Company) as of December 31, 2012 2010, and December 31(iii) an unaudited balance sheet of the Company (and as applicable, Predecessor Company) as of June 30, 2011 (the “Balance Sheet Date”), and the related unaudited consolidated statements statement of income, changes in cash flow and stockholders’ equity and cash flows for the nine months then endedtwelve month period ended December 31, 2010, and the six month period ended June 30, 2011 (the “Interim Financials”). The balance sheet as of March 31, 2012 included in Year-End Financials and the Company Financial Statements is Interim Financials (collectively referred to as the “Balance SheetFinancials”) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The balance sheets included in the Company Financial Statements (including the related notes thereto) Financials fairly present fairly in all material respects the financial position condition of the Company (and as applicable, Predecessor Company) as of their respective datesthe dates and during the periods indicated therein, and the related statements of income, changes in stockholders’ equity and cash flows included subject in the Company Financial Statements (including case of the related notes thereto) present fairly Interim Financials to normal year-end adjustments, which are not material in all material respects amount or significance in any individual case or in the results of operations aggregate. The unaudited consolidated balance sheet of the Company for the periods then ended(and as applicable, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(aPredecessor Company) as of the Sellers Disclosure Schedule shall be deemed Balance Sheet Date is referred to be in conformity with GAAP. hereinafter as the “Current Balance Sheet.” All accounts receivable of Company shown on the Inventory Current Balance Sheet are (i) valid and genuine and have arisen solely out of the Company bona fide sales and the Company Subsidiaries is usable deliveries of goods, performance of services and salable other business transactions in the ordinary course of business consistent with past practices practice, (ii) not subject to valid defenses, set offs or counterclaims and (iii) collectible within ninety (90) days after billing at the full recorded amount thereof. No further goods or services are required to be provided in order to complete the sales and to entitle the Company or its assignee to collect the accounts receivable in full and none of the Company and such Company Subsidiaries, except for obsolete items and items of below-standard quality which accounts receivable have been written down pledged or assigned to estimated net realizable value in the Company Financial Statements. All accounts receivable of the Company that are reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance SheetPerson.

Company Financial Statements. (a) The Company has previously furnished to Buyer true, Parent correct and complete copies of the following (i) unaudited financial statements (of the “Company Financial Statements”): (a) the audited consolidated consisting of a balance sheets sheet of the Company as at March of December 31, 2012 and March 31, 2011 2003 and the related audited consolidated statements statement of incomeoperations, statement of changes in stockholders’ equity deficiency and statement of cash flows for the years 12-month period then ended; ended and unaudited accompanying footnotes (bcollectively, the “2003 Unaudited Financials”), (ii) audited financial statements of the unaudited consolidated Company consisting of a balance sheets sheet of the Company as at of December 31, 2012 and December 31, 2011 2002 and the related unaudited consolidated statements statement of incomeoperations, statement of changes in stockholders’ equity deficiency and statement of cash flows for the nine months 12-month period then ended and (iii) an unaudited balance sheet of the Company as of August 31, 2004 and the related statement of operations, statement of changes in stockholders’ deficiency and statement of cash flows for the eight-month period then ended (collectively, the “Financial Statements”), copies of which are attached as Section 2.8 of the Company Disclosure Schedule. All such Financial Statements have been prepared from the books and records of Company in accordance with GAAP consistently applied (except that such unaudited financial statements (except for the 2003 Unaudited Financials) do not contain all of the required footnotes and except as noted in the opinions of KPMG rendered in April 2003), and present fairly the financial position and assets and liabilities (as defined by GAAP) of the Company as of the dates thereof, and the results of its operations for the respective periods then ended. The unaudited balance sheet of Company as of March August 31, 2012 2004 that is included in the Company Financial Statements is referred to herein as the “Current Balance Sheet”.” The Company maintains a standard system of accounting established and administered in accordance with GAAP. The balance sheets included in Company maintains disclosure controls and procedures that are effective to ensure that all material information concerning the Company Financial Statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s financial statements. The Company has no securitization transactions or “offbalance sheet arrangements” (including as defined in Item 303(c) of the related notes thereto) present fairly in Regulation S-K under the Exchange Act). The Company’s auditor, since the date of enactment of the Xxxxxxxx-Xxxxx Act, has at all material respects times since such date been “independent” with respect to the financial position Company within the meaning of Regulation S-X under the Exchange Act. Section 2.8 of the Company as of their respective dates, and Disclosure Schedule summarizes all non-audit services performed by the related statements of income, changes in stockholders’ equity and cash flows included in Company’s auditor for the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations of the Company for the periods then endedsince January 1, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory of the Company and the Company Subsidiaries is usable and salable in the ordinary course of business consistent with past practices of the Company and such Company Subsidiaries, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial Statements. All accounts receivable of the Company that are reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance Sheet2002.

Company Financial Statements. The Company has previously furnished to Buyer true, correct and complete copies of the following consolidated financial statements (the “Company Financial Statements”): (a) the audited consolidated balance sheets of the Company as at March 31included or incorporated by reference in the Registration Statement, 2012 and March 31, 2011 the General Disclosure Package and the related audited consolidated statements of incomeFinal Prospectuses, changes in stockholders’ equity and cash flows for the years then ended; and (b) the unaudited consolidated balance sheets of the Company as at December 31, 2012 and December 31, 2011 and together with the related unaudited consolidated statements of incomeschedules, changes in stockholders’ equity if any, and cash flows for the nine months then ended. The balance sheet as of March 31, 2012 included in the Company Financial Statements is referred to as the “Balance Sheet”. The balance sheets included in the Company Financial Statements (including the related notes thereto) , present fairly in all material respects the financial position of the Company as of their respective dates, and its consolidated subsidiaries at the dates indicated and the related statements consolidated statement of incomeoperations, changes in stockholders’ equity retained earnings and cash flows included in of the Company Financial Statements (including the related notes thereto) and its consolidated subsidiaries present fairly in all material respects the results of operations of the Company for the periods then endedspecified (subject, all in conformity the case of unaudited statements, to normal year-end adjustments and to any other adjustments described therein, including the notes thereto); such consolidated financial statements have been prepared in accordance with GAAP generally accepted accounting principles in Canada (“Canadian GAAP”) applied on a consistent basisbasis throughout the periods involved (except as may be indicated in the notes thereto); providedand, howeverin the case of the audited consolidated financial statements as at December 31, that2007 and 2006 and for each of the years in the three year period ended December 31, for 2007, such consolidated financial statements have been reconciled to generally accepted accounting principles in the avoidance United States of doubtAmerica (“U.S. GAAP”) in accordance with Item 18 of Form 20-F under the 1934 Act. The selected historical consolidated financial information included in the Registration Statement, the items set forth General Disclosure Package and the Final Prospectuses presents fairly the information shown therein and has been compiled on Schedule 1.05(a) a basis consistent with that of the Sellers consolidated financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Schedule shall be deemed to be Package and the Final Prospectuses. The pro forma consolidated financial statements and the related notes thereto included or incorporated by reference in conformity the Registration Statement, the General Disclosure Package and the Final Prospectuses present fairly the information shown therein, have been prepared in accordance with GAAP. All the rules of the Inventory Qualifying Authorities with respect to pro forma consolidated financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The selected pro forma consolidated financial information included in the Registration Statement, the General Disclosure Package and the Final Prospectuses presents fairly the information shown therein and has been compiled on a basis consistent with that of the pro forma consolidated financial statements and the related notes included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectuses. There have been no changes in the consolidated assets or liabilities of the Company and from the Company Subsidiaries is usable and salable position thereof as set forth in the consolidated financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Final Prospectuses, except changes arising from transactions in the ordinary course of business consistent with past practices of which, in the aggregate, have not been material to the Company and such Company Subsidiaries, its subsidiaries (taken together as a single enterprise) and except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value changes that are disclosed in the Company Financial Statements. All accounts receivable of General Disclosure Package and the Company that are reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance SheetFinal Prospectuses.

Company Financial Statements. The Company has previously furnished delivered to Buyer true, correct and complete copies Acquirer as attachments to Schedule 3.8.1 of the following financial statements Company Disclosure Letter (the “Company Financial Statements”): (ai) the audited consolidated balance sheets of the Company as at March of January 31, 2012 2002 and March January 31, 2011 and 2003, (ii) an unaudited consolidated balance sheet of the related Company as of July 31, 2003, (iii) the Company’s audited consolidated statements of incomeoperations, statements of cash flows and statements of changes in stockholders’ equity and cash flows for the fiscal years then ended; ended January 31, 2002 and January 31, 2003, and (biv) the unaudited consolidated balance sheets of the Company as at December 31, 2012 and December 31, 2011 and the related Company’s unaudited consolidated statements of incomeoperations, statements of cash flows and statements of changes in stockholders’ equity and cash flows for the nine months then ended. The balance sheet as of March six-month period ended July 31, 2012 included in 2003 (all such financial statements of the Company Financial Statements is and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.17, are hereinafter collectively referred to as the “Balance SheetCompany Financial Statements”). A true and correct description of all critical accounting policies used in preparing the Company Financial Statements have been set forth in the notes to the Company’s audited Company Financial Statements. The Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Company and the Subsidiaries; (b) fairly present the financial condition of the Company and the Subsidiaries at the dates therein indicated and the results of operations for the periods therein specified; and (c) have been prepared in accordance with GAAP applied on a basis consistent with prior periods except for any absence of notes to any of the unaudited Company Financial Statements. The Company and the Subsidiaries have no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company’s unaudited balance sheets sheet as of July 31, 2003 included in the Company Financial Statements (including the related notes thereto“Balance Sheet”) present fairly and (b) that may have been incurred after July 31, 2003 (the “Balance Sheet Date”) in all material respects the financial position ordinary course of the Company as of their respective dates, Company’s and the related statements of incomeSubsidiaries’ business consistent with its past practices and that are, changes in stockholders’ equity and cash flows included individually or in the Company Financial Statements (including aggregate, not material to the related notes thereto) present fairly in all material respects the business results of operations of the Company for the periods then ended, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory or financial condition of the Company and the Subsidiaries. All reserves established by the Company Subsidiaries is usable and salable that are set forth in or reflected in the ordinary course of business consistent Balance Sheet were reasonably established in accordance with past practices of the Company GAAP and such Company Subsidiaries, except based on historical rates. Except for obsolete items obligations and items of below-standard quality which have been written down to estimated net realizable value liabilities reflected in the Company Financial Statements. All accounts receivable of , the Company that are reflected in has no material off-balance sheet obligation or liability of any nature (matured or unmatured, fixed or contingent) to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt expenses incurred by Company. The Company Financial Statements represent current and valid obligations arising from sales actually made and comply in all material respects with the American Institute of Certified Public Accountants’ Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies. To the Company’s knowledge, there are collectible no significant deficiencies or material weaknesses in the ordinary course design or operation of businessthe Company’s or the Subsidiaries’ internal controls which could adversely affect the Company’s ability to record, net of any reserves for such accounts receivable shown on process, summarize and report financial data. To the Balance SheetCompany’s knowledge, there is no fraud in connection with the Financial Statements, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.

Company Financial Statements. The Company has previously furnished to Buyer true, correct and complete copies Section 2.6 of the following Company Disclosure Letter includes the Company's audited and/or reviewed consolidated financial statements (balance sheets, income statements and statements of cash flows) as of and for the “Company Financial Statements”): (a) the audited consolidated balance sheets of the Company as at March fiscal years ending January 31, 2012 1996, 1995 and March 31, 2011 1994 and the related audited Company's unaudited consolidated financial statements (balance sheets, income statement and statement of income, changes in stockholders’ equity cash flow) as of and cash flows for the years then ended; and eleven (b11) the unaudited consolidated balance sheets of the Company as at months ended December 31, 2012 1996 (collectively, together with the financial statements for the twelve months ended January 31, 1997 to be delivered pursuant to Section 1.4, the "Financial Statements"). Except for customary year end adjustments (of which, to the Company's current knowledge, no individual item will be greater than $100,000) the Financial Statements are complete and correct and have been (or, in the case of the January 31, 1997 financial statements, will be) prepared in accordance with GAAP applied on a basis consistent throughout the periods indicated and consistent with each other (except that the unaudited financial statements for the eleven (11) months ended December 31, 2011 1996 do not contain the notes necessary to be in accordance with generally accepted accounting principles and are subject to customary year end adjustments. The Financial Statements present fairly (and the related unaudited consolidated statements of income, changes in stockholders’ equity and cash flows for the nine months then ended. The balance sheet as of March January 31, 2012 included in the Company Financial Statements is referred to as the “Balance Sheet”. The balance sheets included in the Company Financial Statements (including the related notes thereto1997 financial statements will present fairly) present fairly in all material respects the financial position condition and operating results of the Company as of their respective dates, the dates and during the related statements of income, changes in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations periods indicated therein except for customary year end adjustments. The audited balance sheet of the Company for as of January 31, 1996 is hereinafter referred to as the periods then ended, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory "Audited Balance Sheet." The unaudited balance sheet of the Company and as of December 31, 1996 is hereinafter referred to as the Company Subsidiaries is usable and salable in the ordinary course of business consistent with past practices of the Company and such Company Subsidiaries, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial Statements. All accounts receivable of the Company that are reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the "Unaudited Balance Sheet." It is acknowledged that the balance sheet for January 31, 1997 will include reserves for payments to be made for Employment Termination Agreements, deferred compensation and bonuses.

Company Financial Statements. The Company has previously furnished delivered to Buyer true, correct and complete copies of the following financial statements Interwoven as ---------------------------- Exhibit E: (the “Company Financial Statements”): (ai) the audited consolidated balance sheets of the Company as at March 31, 2012 and March 31, 2011 and the related audited consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended; and (b) the Company's unaudited consolidated balance sheets (as reviewed --------- by the Company's accountants) as of the Company as at December 31, 2012 1997 and December 31, 2011 1998 and the related Company's unaudited consolidated statements of income, changes in stockholders’ equity and statements of cash flows and statements of stockholders' equity for each of the nine months then ended. The years ended December 31, 1997 and 1998, and (ii) the Company's unaudited consolidated balance sheet as of March 31, 2012 included in 1999 (the Company Financial Statements is referred to as the “"Balance Sheet”. The balance sheets included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the financial position of the Company as of their respective dates"), and the related statements of income, changes in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results Company's unaudited consolidated statement of operations of the Company for the periods then endedthree (3) month period ended March 31, 1999 (all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory such financial statements of the Company and the notes thereto are hereinafter collectively referred to as the "Company Subsidiaries is usable Financial Statements"). The Company Financial Statements (a) are derived from and salable in accordance with the books and records of the Company, (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified and (c) have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. the Company has no material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for (i) those shown on the Balance Sheet, and (ii) those that may have been incurred after March 31, 1999, the date of the Balance Sheet (the "Balance Sheet Date") in the ordinary course of the Company's business consistent with its past practices of practice, and that are not material in amount, either individually or collectively. All reserves established by the Company and such Company Subsidiaries, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value set forth in the Company Balance Sheet are reasonably adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial StatementsAccounting Standards No. All accounts receivable of 5 issued by the Company that Financial Accounting Standards Board in March 1975) which are reflected not adequately provided for in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance SheetSheet as required by said Statement No. 5.

Company Financial Statements. The Company has previously furnished made available to Buyer trueAcquiror its audited balance sheets, correct and complete copies of the following financial statements (the “Company Financial Statements”): (a) the audited consolidated balance sheets of the Company as at March 31, 2012 and March 31, 2011 and the related audited consolidated statements of incomeoperations, changes in statements of cash flows, statements of stockholders’ equity and financial statements (collectively, the “Audited Financial Statements”) for each of the two fiscal years prior to the Delivery Date and its unaudited balance sheet, statement of operations, statement of cash flows for the years then ended; and (b) the unaudited consolidated balance sheets statement of the Company as at December 31, 2012 and December 31, 2011 and the related unaudited consolidated statements of income, changes in stockholders’ equity (collectively, the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”) as at and cash flows for the nine months then ended. The balance sheet as interim period between December 31st of March 31, 2012 included in the Company Financial Statements is referred to as last full fiscal year and the last day of the last full calendar month immediately preceding the Delivery Date (the “Balance SheetSheet Date”). The balance sheets included Financial Statements have been prepared in accordance with GAAP (except that the Unaudited Financial Statements do not contain footnotes and are subject to normal recurring year-end audit adjustments, the effect of which will not, individually or in the Company aggregate, be materially adverse) applied on a consistent basis throughout the periods presented and consistent with each other. The Financial Statements (including fairly present the related notes thereto) present fairly in all material respects the consolidated financial position condition, operating results and cash flow of the Company as of their respective the dates, and for the related statements periods, indicated therein, subject to normal year-end audit adjustments and the absence of income, changes in stockholders’ equity and cash flows included footnotes in the case of the unaudited Financial Statements. The Company Financial Statements maintains standard systems of accounting that are adequate for its business. There are no (including and there have not at any time been any) securitization transactions or “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K of the related notes theretoSEC) present fairly effected or maintained in all material respects effect by the results Company. The Company maintains books and records reflecting its assets and liabilities that are accurate and complete and maintains adequate internal accounting controls so that: (a) transactions are entered into only with management’s authorization; (b) transactions are recorded as necessary to permit preparation of operations the financial statements of the Company (including, without limitation, the Financial Statements) and to maintain accountability for the periods then ended, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) assets and liabilities of the Sellers Disclosure Schedule shall be deemed Company; (c) access to be in conformity with GAAP. All of the Inventory assets of the Company is permitted only in accordance with management’s authorization; (d) the reporting of the assets and the Company Subsidiaries is usable and salable in the ordinary course of business consistent with past practices liabilities of the Company is compared with existing assets and such Company Subsidiariesliabilities at regular intervals; and (e) all assets, except for obsolete items liabilities, rights, obligations and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial Statementstransactions are recorded accurately. All accounts receivable of the Company that are reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance Sheet* Confidential treatment requested.

Company Financial Statements. The Company has previously furnished to Buyer true, correct and complete copies (c) Section 2.8(a) of the following financial statements Disclosure Schedule sets forth (the “Company Financial Statements”): (ai) the audited audited, consolidated balance sheets of the Company and its Subsidiaries as at March December 31, 2012 2010 and March December 31, 2011 2011, and the related audited audited, consolidated statements of income, changes in cash flows and stockholders’ equity and cash flows for the fiscal years then ended; ended (the “Audited Financials”) and (bii) the unaudited unaudited, consolidated balance sheets of the Company and its Subsidiaries as at of December 31, 2012 and December July 31, 2011 2013 (the “Balance Sheet Date”), and the related unaudited unaudited, consolidated statements of income, changes in stockholders’ equity income and cash flows for the nine months fiscal year and the eight-month period then ended, respectively (collectively, the “Unaudited Financials” and, together with the Audited Financials, the “Financial Statements”). The balance sheet as of March 31, 2012 included in the Company Financial Statements is referred to as are, and the “Closing Balance Sheet”. The balance sheets included in the Company Financial Statements (including the related notes thereto) present fairly Sheet when delivered will be, true and correct in all material respects respects. The Financial Statements have been prepared in accordance with GAAP on a consistent basis throughout the financial position periods indicated and are consistent with each other (except that the Unaudited Financials will not contain footnotes and other presentation items that may be required by GAAP). The Closing Balance Sheet when delivered shall reflect the reasonable best efforts of the Company as of their respective dates, and the related to prepare consolidated comparative financial statements of income, changes in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations of the Company for the periods then endedpresented therein in a manner consistent with the accounting principles, all policies and procedures used in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) preparation of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAPUnaudited Financials. All The Unaudited Financials present, and the Closing Balance Sheet when delivered will present, fairly the consolidated financial condition, operating results and cash flows as of the Inventory dates and during the periods indicated therein of the Company and the Company Subsidiaries is usable and salable its consolidated Subsidiaries, subject in the ordinary course case of business consistent the Unaudited Financials and the Closing Balance Sheet, to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” All reserves that are set forth in or reflected in the Current Balance Sheet have been, and all reserves that will be set forth in or reflected in the Closing Balance Sheet will be, established in accordance with GAAP consistently applied. At the Balance Sheet Date, there were, and at the time of the Closing Balance Sheet Date, there will be, no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Current Balance Sheet and the Closing Balance Sheet, respectively, as required by Statement No. 5. The Unaudited Financials comply, and the Closing Balance Sheet when delivered will comply, in all material respects with the requirements of the American Institute of Certified Public Accountants’ Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past practices three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and such Company Subsidiarieseach of its Subsidiaries have been, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial Statements. All accounts receivable of the Company that are reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible being maintained in all material respects in accordance with applicable legal and accounting requirements and the ordinary course of businessUnaudited Financials and the Closing Balance Sheet has been, net of any reserves for or when delivered will be, prepared from and in accordance with such accounts receivable shown on the Balance Sheetbooks and records.

Company Financial Statements. The Company has previously furnished to Buyer true, correct and complete copies (a) Attached as Schedule 2.9(a) of the following Company Disclosure Schedule are (i) the Company’s unaudited balance sheets, statements of operations and cash flows for the fiscal years of the Company ended December 31, 2010, 2011, and 2012, and the seven month period ended July 31, 2013 (referred to herein as the “US Balance Sheet” and the date thereof, the “Company Balance Sheet Date”, and all such financial statements being collectively referred to herein as the “US Financial Statements”) and (ii) the consolidated audited balance sheets, statements of operations and cash flows of the Company’s Subsidiaries for the fiscal years ended December 31, 2010, 2011 and 2012, and the consolidated unaudited balance sheet, statement of operations and cash flows of the Company’s Subsidiaries for the seven month period ended July 31, 2013, (referred to herein as the “Taiwan Balance Sheet”, all such financial statements being collectively referred to herein as the “Taiwan Financial Statements” and the US Balance Sheet and the Taiwan Balance Sheet collectively referred to as the “Company Balance Sheet” and the US Financial Statements and Taiwan Financial Statements collectively referred to as the “Company Financial Statements”): (a) the audited consolidated balance sheets of the Company as at March 31, 2012 and March 31, 2011 and the related audited consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended; and (b) the unaudited consolidated balance sheets of the Company as at December 31, 2012 and December 31, 2011 and the related unaudited consolidated statements of income, changes in stockholders’ equity and cash flows for the nine months then ended). The balance sheet as of March 31, 2012 included in the Company Financial Statements is referred to as the “Balance Sheet”. The balance sheets included in the Such Company Financial Statements (including i) are in accordance with the related notes theretobooks and records of the Company and the Subsidiaries, (ii) present fairly in all material respects the financial position of the Company as of their respective dates, and the related statements of income, changes in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations of the Company for the periods then ended, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory condition of the Company and the Subsidiaries at the date or dates therein indicated and the results of operations for the period or periods therein specified, (iii) with respect to the Taiwan Financial Statements, have been prepared in accordance with Taiwan GAAP except, as to the unaudited Taiwan Financial Statements, for the omission of notes thereto and normal year-end audit adjustments, (iv) with respect to the US Financial Statements, have been prepared in accordance with GAAP except, as to the unaudited US Financial Statements, for the omission of notes thereto and normal year-end audit adjustments, and (v) have been fully approved by the Company Subsidiaries is usable and salable in the ordinary course of business consistent with past practices Board and/or shareholders of the Company and such Company Subsidiaries, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial Statements. All accounts receivable of the Company that are reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of or any reserves for such accounts receivable shown on the Balance SheetSubsidiary if so required by any applicable Legal Requirements.

Company Financial Statements. The Company has previously furnished delivered or made available to Buyer true, correct and complete copies of Purchaser the following financial statements Company’s (the “Company Financial Statements”): (ai) the audited consolidated unaudited balance sheets as of the Company as at March 31, 2012 2007, and March 31, 2011 and the related audited consolidated statements of income2008, changes in stockholders’ equity and cash flows for the years then ended; and (b) the unaudited consolidated balance sheets of the Company as at December 31respectively, 2012 and December 31, 2011 and the related unaudited consolidated statements of income, changes in stockholderscash flow and members’ equity and cash flows for the nine months respective years then ended. The ended (the “Company Historic Financial Statements”), and (ii) unaudited balance sheet as of March 31June 30, 2012 included in the Company Financial Statements is referred to as 2008 (the “Balance SheetSheet Date”. The balance sheets included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the financial position of the Company as of their respective dates, and the related consolidated statements of income, changes in stockholderscash flow and members’ equity and cash flows included in for the respective three-month period then ended available at the date of this Agreement (together with the Company Historic Financial Statements (including Statements, the related notes thereto) present fairly “Financials”). Except as set forth in all material respects the results of operations Section 2.6 of the Company for Disclosure Letter, the periods then endedCompany Historic Financial Statements are complete and accurate and fairly present, all in conformity with GAAP applied on a consistent basis; providedbasis throughout the periods indicated (except as may be indicated in the notes thereto), however, that, for in all material respects the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory financial condition of the Company and the Company Subsidiaries is usable operating results and salable in the ordinary course of business consistent with past practices cash flows as of the Company dates and such Company Subsidiariesduring the periods indicated therein, except for obsolete items that the unaudited interim financial statements may not contain all footnotes required by GAAP and items of below-standard quality which have been written down were or are subject to estimated net realizable value in the Company Financial Statementsnormal and recurring year end adjustments. All accounts receivable The Company’s unaudited balance sheet as of the Company that are reflected in Balance Sheet Date as delivered or made available to Purchaser is referred to hereinafter as the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the “Current Balance Sheet.” The Solar Entities’ books and records have been properly and accurately maintained in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein.

Company Financial Statements. The Company has previously furnished made available to Buyer trueParent (a) the Company’s audited balance sheet as of December 31, correct 2001, and complete copies the related audited statements of income, cash flows and stockholders’ equity for the following financial 12-month period ending on December 31, 2001, (b) the Company’s audited balance sheet as of December 31, 2002, and the related audited statements of income, cash flows and stockholders’ equity for the twelve (12)-month period ending on December 31, 2002 and (c) the Company’s unaudited balance sheet as of March 31, 2003, and the related unaudited statements of income, cash flows and stockholders’ equity for the three (3)-months ended March 31, 2003 (the “Company Financial Statements”): ). The Company Financial Statements are correct and complete in all material respects and have been prepared in accordance with GAAP (aexcept that unaudited financial statements do not have notes thereto and are subject to normal year-end audit adjustments, which will not in the aggregate be material) consistently applied on a basis consistent throughout the audited consolidated balance sheets periods indicated and consistent with each other, except as set forth in the notes to the Company Financial Statements. The Company Financial Statements present fairly and accurately in all material respects the Company’s financial condition and operating results as of the Company as at March 31, 2012 dates and March 31, 2011 and during the related audited consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended; and (b) the unaudited consolidated balance sheets of the Company as at December 31, 2012 and December 31, 2011 and the related unaudited consolidated statements of income, changes in stockholders’ equity and cash flows for the nine months then endedperiods indicated therein. The Company’s unaudited balance sheet as of March 31, 2012 included in the Company Financial Statements 2003 is referred to hereinafter as the “Current Balance Sheet”.” Since December 31, 2002, there has been no material change in any accounting policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise), of the Company. The balance sheets included Company and its Subsidiaries have no obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than those set forth or adequately provided for in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the financial position of the Company as of their respective datesCurrent Balance Sheet and other than contractual obligations or liabilities incurred between March 31, 2003 and the related statements of income, changes in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations of the Company for the periods then ended, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory of the Company and the Company Subsidiaries is usable and salable Closing Date in the ordinary course of business consistent with past practices and not in violation of the Company and such Company Subsidiaries, except for obsolete items and items of covenants set forth in Article IV below-standard quality which have been written down to estimated net realizable value in the Company Financial Statements. All accounts receivable of the Company that are reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance Sheet.

Company Financial Statements. The Prior to the Closing, the Company has previously furnished shall deliver to Buyer true, correct and complete copies Parent as part of Schedule 2.5 the following financial statements (the “Company Financial Statements”): (a) the audited consolidated Company's balance sheets as of the Company as at March December 31, 2012 1997 and March 31, 2011 1998 and the related audited consolidated statements of income, changes in stockholders’ equity income and cash flows retained earnings as of and for the years then ended; and (b) the unaudited consolidated balance sheets of the Company as at twelve-month periods ended December 31, 2012 1997 and December 31, 2011 and 1998 (all such financial statements are collectively referred to herein as the related unaudited consolidated statements of income, changes in stockholders’ equity and cash flows for the nine months then ended"Audited Financials"). The balance sheet as of March 31, 2012 included in the Company Financial Statements is referred to as the “Balance Sheet”. The balance sheets included in the Company Financial Statements (including the related notes thereto) present fairly Audited Financials are true and correct in all material respects and will have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a basis consistent throughout the periods indicated and consistent with each other. Upon the signing of this Agreement, Schedule 2.5 shall set forth the Company's balance sheet ("the Balance Sheet") and related unaudited statements of income and retained earnings as of and for the two-month period ended February 28, 1999 (the "Balance Sheet Date") (such financial statements are collectively referred to herein as the "Stub Period Financials"). The Stub Period Financials are true and correct and have been prepared on the same basis as the Audited Financials and include all recurring adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial position and results of the operations for the Company for the interim period presented. (The Audited Financials and the Stub Period Financials are collectively referred to herein as the "Company Financials"). The Company Financials present accurately and fairly the financial condition and operating results of the Company as of their respective datesthe dates and during the periods indicated therein. At least five days before the Closing, the Company will deliver to Parent the Company's preliminary balance sheet and the related unaudited statements of incomeincome and retained earnings as of and for the three-month period ended March 31, changes in stockholders’ equity 1999 and cash flows included in all such financial statements are collectively referred to herein as the Company Financial Statements (including the related notes thereto) present fairly "March Financials." The March Financials will be true and correct in all material respects and will be prepared on the same basis as the Audited Financials and will include all recurring adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of the financial position and results of operations of the Company operation for the periods then ended, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory of the Company and the Company Subsidiaries is usable and salable in the ordinary course of business consistent with past practices of the Company and such Company Subsidiaries, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial Statements. All accounts receivable of the Company that are reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance Sheetinterim period presented.

Company Financial Statements. The Company has previously furnished delivered to Buyer true, correct and complete copies Excite@Home ---------------------------- as a schedule to Part 2.9 of the following financial statements (Company Letter, the “Company Financial Statements”): (a) the corporate predecessor of Company's audited consolidated balance sheets as of the Company as at March December 31, 2012 1996, 1997 and March 31, 2011 1998 and the related corporate predecessor of Company's audited consolidated statements of income, statements of cash flows and statements of changes in stockholders’ ' equity and cash flows for the years then ended; ended December 31, 1996, 1997 and (b) 1998 and the corporate predecessor of Company's unaudited consolidated balance sheets sheet as of the Company as at December July 31, 2012 and December 31, 2011 1999 and the related corporate predecessor of Company's unaudited consolidated statements of income, changes in stockholders’ equity and cash flows income for the nine months then endedseven month period ended July 31, 1999 (all such financial statements of the corporate predecessor of Company and any notes thereto are hereinafter collectively referred to as the "Company Financial Statements"). The Company Financial Statements (a) are derived from and in accordance with the books and records of the corporate predecessor of Company and its Subsidiaries, (b) fairly present the financial condition of the corporate predecessor of Company at the dates therein indicated and the results of operations for the periods therein specified and (c) have been prepared in accordance with GAAP applied on a basis consistent with prior periods except for any absence of notes thereto. Except as set forth in Part 2.9 of the Company Letter, Company has no debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for (i) those shown on the corporate predecessor of Company's audited balance sheet as of March December 31, 2012 included in the Company Financial Statements is referred to as the “Balance Sheet”. The balance sheets 1998 included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the financial position of the Company as of their respective dates"Balance Sheet"), and (ii) those that may have been incurred after December 31, 1998 (the related statements of income, changes in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto"Balance Sheet Date") present fairly in all material respects the results of operations of the Company for the periods then ended, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory of the Company and the Company Subsidiaries is usable and salable in the ordinary course of business of Company or of the corporate predecessor of Company, consistent with its past practices of the Company practices, and such Company Subsidiariesthat are not material in amount, except for obsolete items either individually or collectively, and items of below-standard quality which have been written down (iii) those that are not required to estimated net realizable value be set forth in the Company Financial StatementsBalance Sheet under GAAP. All accounts receivable reserves established by the corporate predecessor of the Company that are set forth in or reflected in the Company Balance Sheet are established in accordance with GAAP. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Statements represent current and valid obligations arising from sales actually made and Accounting Standards No. 5 issued by the Financial Accounting Standards Board in March 1975) which are collectible not adequately provided for in the ordinary course of business, net of any reserves for Balance Sheet as required by such accounts receivable shown on the Balance SheetStatement No. 5.

Company Financial Statements. The Company has previously furnished to Buyer true, correct and complete copies of the following financial statements (the “Company Financial Statements”): (a) the Company has delivered to Acquirer its audited consolidated balance sheets as of the Company as at March December 31, 2012 and March 2004, December 31, 2011 2003 and the related December 31, 2002 and its audited consolidated income statements and statements of income, changes in stockholders’ equity and cash flows for the years then ended; , and its unaudited balance sheet (bthe “Balance Sheet”) the unaudited consolidated balance sheets as of the Company as at December October 31, 2012 2005 (the “Balance Sheet Date”), its unaudited income statement and December 31, 2011 and the related unaudited consolidated statements statement of income, changes in stockholders’ equity and cash flows for the nine months (9) month period then ended, the month then ended and the quarter ended October 31, 2005, an unaudited detailed reconciliation by general ledger account for the Balance Sheet as of the Balance Sheet Date, and an unaudited working capital schedule by general ledger account as of the Balance Sheet Date (collectively, the “Financial Statements”). The balance sheet as of March 31, 2012 included in the Company Financial Statements is referred to as the “Balance Sheet”. The balance sheets included in the Company Financial Statements (including a) are derived from and are in accordance with the related notes theretobooks and records of the Company, (b) present fairly complied as to form in all material respects the financial position of the Company with applicable accounting requirements with respect thereto as of their respective dates, (c) have been prepared in accordance with GAAP applied on a basis consistent with prior periods except, with respect to unaudited Financial Statements, for any absence of notes thereto and subject to normal year-end audit adjustments, (d) fairly and accurately present the related statements financial condition of income, changes in stockholders’ equity Company at the respective dates specified therein and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations of the Company and cash flows for the respective periods then ended, all specified therein in conformity with GAAP applied on a consistent basis; providedand (e) are true, howevercomplete and correct in all material respects. Company has no Liability, that, except for the avoidance of doubt, the items (a) those set forth in the Financial Statements, (b) those which are of a nature not required by GAAP to be reflected on the Financial Statements, (c) those disclosed in Schedule 1.05(a3.7(a) of the Sellers Company Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory of the Company Letter, and the Company Subsidiaries is usable and salable (d) those incurred in the ordinary course of business Company’s business, consistent with past practices practice, that are not material in amount either individually or collectively and which do not result from any breach of the Company and such Company Subsidiariescontract, except tort or violation of law. Except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value Liabilities reflected in the Company Financial Statements, Company has no off balance sheet Liability of any nature (matured or unmatured, fixed or contingent) to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt expenses incurred by Company. All accounts receivable of the reserves established by Company that are set forth or reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance SheetSheet have been established in accordance with GAAP.

Company Financial Statements. The Company has previously furnished delivered to Buyer true, correct and complete copies of the following financial statements (the “Company Financial Statements”): (a) the audited consolidated balance sheets as a ---------------------------- schedule to Part 2.9 of the Company as at March 31Disclosure Letter, 2012 and March 31, 2011 and the related audited consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended; and (b) the Company's unaudited consolidated balance sheets of the Company as at December 31, 2012 and December 31, 2011 and the related unaudited consolidated statements of income, changes in stockholders’ equity and cash flows for the nine months then ended. The balance sheet as of March May 31, 2012 included in 2001 and Company's unaudited statement of operations for the Company Financial Statements is twelve month period ended December 31, 2000 and the five month period ended May 31, 2001 (all such financial statements of Company, excluding a statement of cash flows and all notes to any of such financial statements, are hereinafter collectively referred to as the “Balance Sheet”"Company Financial Statements"). The Company Financial Statements (i) are based on and conform to the books and records of Stockholder, (ii) have been prepared in accordance with GAAP but do not include such information as may be required to be disclosed under GAAP in a statement of cash flows and in the notes to any of such financial statements and (iii) represent in all material respects (but do not include any notes thereto) the financial condition of Company at the dates therein indicated and the results of operations for the periods therein specified. Company has no material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for (a) those shown on Company's unaudited balance sheets sheet as of May 31, 2001 included in the Company Financial Statements (including the related notes thereto"Company Balance Sheet") present fairly in all material respects the financial position or those shown on Company's unaudited balance sheet dated as of the Company as of their respective datesClosing Date (the "Closing Balance Sheet"), and the related statements of income, changes in stockholders’ equity and cash flows included in (b) those that may have been incurred by the Company Financial Statements after May 31, 2001 (including the related notes thereto"Company Balance Sheet Date") present fairly in all material respects the results of operations of the Company for the periods then ended, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory of the Company and the Company Subsidiaries is usable and salable in the ordinary course of business consistent with past practices the Company Business, and (c) as set forth in Part 2.9 of the Company and such Company SubsidiariesDisclosure Letter, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial StatementsAncillary Agreements or the Stockholder Ancillary Agreements or as specifically contemplated by the Contribution Agreement and the schedules and exhibits thereto. All accounts receivable of the reserves established by Company that are set forth in or reflected in the Company Balance Sheet are established in accordance with GAAP. At the Company Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Statements represent current and valid obligations arising from sales actually made and Accounting Standards No. 5 issued by the Financial Accounting Standards Board in March 1975) which are collectible not adequately provided for in the ordinary course of businessCompany Balance Sheet as required by such Statement No. 5 (material loss contingencies, net of any reserves for such accounts receivable shown on if any, that Statement No. 5 requires to be disclosed in notes to the Company Balance Sheet, are set forth in Part 2.9 of the Company Disclosure Letter in the absence of such notes).

Company Financial Statements. The Company has previously furnished delivered to Buyer trueParent its audited balance sheet as of December 31, correct 2003, its unaudited balance sheet as of December 31, 2004, its audited income statement and complete copies statement of cash flows for the following financial statements year ended December 31, 2003, and its unaudited income statement and statement of cash flows for the period January 1, 2004 through December 31, 2004, its unaudited income statement and statement of cash flows for the period January 1, 2005 through January 31, 2005, and its balance sheet as of January 31, 2005 (collectively, the “Company Financial Statements”): ), a copy of each of which is included as Schedule 3.8 of the Company Disclosure Letter. The Company Financial Statements: (a) are derived from and are in accordance with the audited consolidated balance sheets books and records of the Company as at March 31Company, 2012 and March 31, 2011 and the related audited consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended; and (b) fairly and accurately represent the financial condition of Company at the respective dates specified therein and the results of operations for the respective periods specified therein in conformity with United States generally accepted accounting principals (“GAAP”), and (c) have been prepared in accordance with GAAP applied on a basis consistent with prior periods except for any absence of notes thereto. The unaudited consolidated balance sheets sheet of the Company as at December of January 31, 2012 and December 312005 (the “Balance Sheet Date”), 2011 and the related unaudited consolidated statements of income, changes in stockholders’ equity and cash flows for the nine months then ended. The balance sheet as of March 31, 2012 included in the Company Financial Statements is hereinafter referred to as the “Balance Sheet”. The balance sheets included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the financial position of the Company .” Except as of their respective dates, and the related statements of income, changes in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations of the Company for the periods then ended, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory of the Company and the Company Subsidiaries is usable and salable in the ordinary course of business consistent with past practices of the Company and such Company Subsidiaries, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value disclosed in the Company Financial Statements. All accounts receivable of , since the Balance Sheet Date, Company that are reflected in has no liabilities required under GAAP to be set forth on a balance sheet (absolute, accrual, contingent or otherwise), except for liabilities incurred since the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible Balance Sheet Date in the ordinary course of business, net of any consistent with past practice. All reserves for such accounts receivable shown on established by the Company that are set forth or reflected in the Balance SheetSheet are adequate. No amounts paid to the Company are refundable or subject to a rebate, chargeback, repayment or cancellation right where Company has to return any money.

Company Financial Statements. The Company has previously furnished delivered to Buyer truethe Purchasers (collectively, correct and complete copies of the following financial statements (the “Company Financial Statements”): ) (ai) complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2000 and the related unaudited consolidated statements of income and cash flows for the year then ended, the audited consolidated balance sheets of the Company and its Subsidiaries as at March of December 31, 2012 1999 and March 31, 2011 1998 and the related audited consolidated statements of income, changes in stockholders’ equity income and cash flows for the years then ended; , including the footnotes thereto, certified by the Company’s independent certified public accountants, and (bii) complete and correct copies of the unaudited consolidated pro forma balance sheets sheet of the Company and its Subsidiaries as at of December 31, 2012 2000, and the unaudited pro forma consolidated statements of operations the year ended December 31, 2011 2000. Each of the balance sheets (other than the pro forma balance sheets) contained in the Company Financial Statements fairly presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the related unaudited consolidated statements of income, changes in stockholders’ equity and cash flows for the nine months then ended. The balance sheet as of March 31, 2012 income included in the Company Financial Statements is referred to fairly presents the consolidated results of operations and income, retained earnings and stockholders’ equity or cash flows, as the “Balance Sheet”. The balance sheets included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the financial position case may be, of the Company as of their respective dates, and the related statements of income, changes in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations of the Company its Subsidiaries for the periods then endedto which they relate, all in conformity each case in accordance with GAAP applied on a consistent basis; providedbasis during the periods involved, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAPexcept as noted therein. All of the Inventory The pro forma financial statements of the Company and the Company its Subsidiaries is usable and salable in the ordinary course of business consistent with past practices of the Company and such Company Subsidiaries, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial Statements. All accounts receivable of the Company that are reflected contained in the Company Financial Statements represent current fairly present the consolidated financial position of the Company and valid obligations arising from sales actually made its Subsidiaries, in each case, as of the date and are collectible for the periods to which they relate, in each case after giving effect to the Transactions, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the ordinary course preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the Transactions. All projections provided by the Company to the Purchasers on February 1, 2001, as prepared for the Company’s senior bank lenders, have been prepared in good faith based on assumptions believed by management of businessthe Company to be reasonable (it being understood that such projections are subject to significant uncertainties and contingencies, net many of any reserves for which are beyond the Company’s control and that no assurance can be given that such accounts receivable shown on the Balance Sheetprojections will be realized).

Company Financial Statements. The Company has previously furnished Attached to Buyer true, correct and complete copies Schedule 3.8 of the following financial statements (the “Company Financial Statements”): (a) the audited Disclosure Letter are unaudited consolidated balance sheets of Company as of December 31, 1999 and 2000 and an unaudited consolidated balance sheet of the Company as at March dated May 31, 2012 2001 and March 31, 2011 and the related audited Company's unaudited consolidated statements of income, changes in stockholders’ equity operations and statements of cash flows for the years then endedended December 31, 1999 and 2000, and Company's unaudited consolidated statement of operations and statement of cash flows for the five month period ended May 31, 2001 (all such financial statements of Company and any notes thereto are hereinafter collectively referred to as the "Company Financial Statements"). The Company Financial Statements: (a) are derived from and are in accordance with the books and records of Company; (b) fairly present the financial condition of Company at the dates therein indicated and the results of operations for the periods therein specified; and (bc) the have been prepared in accordance with GAAP applied on a basis consistent with prior periods except for any absence of notes thereto. The unaudited consolidated balance sheets sheet of the Company as at December of May 31, 2012 and December 31, 2011 and 2001 (the related unaudited consolidated statements of income, changes in stockholders’ equity and cash flows for the nine months then ended. The balance sheet as of March 31, 2012 "Balance Sheet Date") included in the Company Financial Statements is hereinafter referred to as the “"Balance Sheet”. ." The balance sheets included Company has no debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, which is required to be set forth in the Company Financial Statements under GAAP except for those (including the related notes theretoi) present fairly in all material respects the financial position of the Company as of their respective dates, and the related statements of income, changes in stockholders’ equity and cash flows included disclosed in the Company Financial Statements Statements, (including ii) that may have been incurred after the related notes thereto) present fairly in all material respects the results of operations of the Company for the periods then ended, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory of the Company and the Company Subsidiaries is usable and salable Balance Sheet Date in the ordinary course of the Company's business consistent with its past practices practices, and (iii) which are, individually or in the aggregate, not material to the business, results of operations or financial condition of the Company and such Company Subsidiaries, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial StatementsCompany. All accounts receivable of the reserves established by Company that are set forth in or reflected in the Company Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Statements represent current and valid obligations arising from sales actually made and Accounting Standards No. 5 issued by the Financial Accounting Standards Board in March 1975) which are collectible not adequately provided for in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance SheetSheet as required by said Statement No. 5.

Company Financial Statements. The Company has previously furnished delivered to Buyer true, correct and complete copies of Parent as ---------------------------- an attachment to Schedule 3.8 to the following financial statements (the “Company Financial Statements”): (a) the Disclosure Letter audited ------------ consolidated balance sheets of the Company as at March dated December 31, 2012 2000 and March December 31, 2011 1999, and an unaudited consolidated balance sheet of the Company dated June 30, 2001, and the related Company's audited consolidated statements of incomeincome and expense, changes in stockholders’ equity and statements of cash flows and statements of members' equity for the years then ended; and (b) the unaudited consolidated balance sheets of the Company as at ended December 31, 2012 2000 and December 31, 2011 1999, respectively, and the related unaudited consolidated statements of incomeincome and expense, changes in stockholders’ equity and statements of cash flows and statements of members' equity for the nine months then endedsix-month period ended June 30, 2001 (all such financial statements of the Company and any notes thereto are hereinafter collectively referred to as the "Company Financial Statements"). The Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Company, (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified, and (c) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a basis consistent with prior periods except for any absence of notes to any of the unaudited Company Financial Statements. The Company has no debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's unaudited balance sheet as of March 31June 30, 2012 included in the Company Financial Statements is referred to as the “Balance Sheet”. The balance sheets 2001 included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the financial position of the Company as of their respective dates"Balance Sheet"), and (b) that may have been incurred after June 30, 2001 (the related statements of income, changes in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto"Balance Sheet Date") present fairly in all material respects the results of operations of the Company for the periods then ended, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory of the Company and the Company Subsidiaries is usable and salable in the ordinary course of the Company's business consistent with its past practices of the Company and such Company Subsidiariesthat are not material in amount, except for obsolete items either individually or collectively, and items of below-standard quality which have been written down are not required to estimated net realizable value be set forth in the Company Financial StatementsBalance Sheet under GAAP. All accounts receivable of reserves established by the Company that are set forth in or reflected in the Company Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5. The Financial Statements represent current and valid obligations arising from sales actually made and are collectible comply in all material respects with the ordinary course American Institute of business, net Certified Public Accountants' Statement of any reserves for such accounts receivable shown on the Balance SheetPosition 97-2.

Company Financial Statements. The Company has previously furnished made available to Buyer true, correct and complete copies of the following financial statements (the “Company Financial Statements”): Parent (a) the audited consolidated balance sheets of the Company and its Subsidiaries, as at March of each of December 31, 2012 2014 and March December 31, 2011 2015 and the related audited consolidated statements of incomeoperations, changes in comprehensive income (loss), stockholders’ ' equity and cash flows for each twelve month period then ended (the years then ended; "Audited Financial Statements"), and (b) the unaudited consolidated balance sheets of the Company and its Subsidiaries, as at December 31of June 30, 2012 and December 31, 2011 2016 and the related unaudited consolidated statements of incomeoperations, changes in comprehensive income (loss), stockholders’ ' equity and cash flows for the nine months six month period then endedended (the "Unaudited Financial Statements" and togetherwith all of the foregoing financial statements, including any notes thereto, the "Financial Statements"). The balance sheet as of March 31, 2012 included Financial Statements have been prepared in accordance with GAAP in the Company United States consistently applied throughout the periods indicated (except as indicatedin any notes thereto and that the unaudited Financial Statements is referred do not contain notes thereto otherwise required by GAAP and are subject to as year-end audit adjustments, which are not expected to be individually or in the “Balance Sheet”aggregate, material). The balance sheets included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the consolidated financial position of the Company as of their respective datespositions, and the related statements of income, changes in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the and results of operations of the Company for the periods then ended, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) and its Subsidiaries as of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of respective dates indicated thereon and the Inventory consolidated operating results of the Company and its Subsidiaries during the Company Subsidiaries is usable periods indicated therein, in each case in accordance with GAAP and salable subject in the ordinary course case of business consistent with past practices of the Company and such Company Subsidiariesunaudited Financial Statements to year-end audit adjustments (which are not expected to be, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value individually or in the Company Financial Statementsaggregate, material). All accounts receivable The Company's balance sheet as of June 30, 2016 is referred to hereinafter as the Company that are reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the "Current Balance Sheet."

Company Financial Statements. The Company has previously furnished to Buyer true, correct and complete copies of the following financial statements (the “Company Financial Statements”): (a) Section 3.7 of the Disclosure Schedule sets forth the Company’s (i) audited consolidated balance sheets of the Company as at March 31, 2012 and March 31, 2011 and the related audited consolidated statements of income, changes in stockholdersshareholders’ equity and cash flows for the years then ended; and (b) the unaudited consolidated balance sheets of the Company as at of and for each of the fiscal years ended December 31, 2012 2004 and December 31, 2011 2005, including the notes thereto, together with the reports of KPMG, LLP (the “Audited Financial Statements”); and the related (ii) unaudited consolidated balance sheet and statements of income, changes in stockholdersshareholders’ equity and cash flows as of and for the nine twelve months then ended. The balance sheet as of March ended December 31, 2012 included in the Company Financial Statements is referred to as 2006 (the “Balance SheetSheet Date”) (the “Unaudited Financial Statements”). The balance sheets included in Such financial statements (collectively, the Company “Financial Statements (including the related notes theretoStatements”) fairly present fairly in all material respects the financial position condition, results of operations and cash flows of the Company as of their the respective dates, dates thereof and for the related statements periods referred to therein and are consistent with the books and records of income, changes in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations of the Company for the periods then ended, all respects. The Financial Statements have been prepared in conformity accordance with UK GAAP applied on a consistent basis; providedbasis throughout the periods covered thereby, howeverand are consistent with each other (except that the Unaudited Financial Statements do not contain footnotes and other presentation items that may be required by UK GAAP). The Financial Statements present fairly the consolidated financial condition, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) operating results and cash flows as of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of dates and during the Inventory periods indicated therein of the Company and the Company Subsidiaries is usable and salable its consolidated Subsidiaries, subject in the ordinary course case of business consistent the Unaudited Financial Statements to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” All reserves that are set forth in or reflected in the Current Balance Sheet have been established in accordance with UK GAAP consistently applied. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Current Balance Sheet, as required by Statement No. 5. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past practices three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and such Company Subsidiaries, except for obsolete items and items each of below-standard quality which its Subsidiaries have been written down to estimated net realizable value and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Company Financial Statements. All accounts receivable of the Company that are reflected in the Company Financial Statements represent current have been prepared from and valid obligations arising from sales actually made in accordance with such books and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance Sheetrecords.

Company Financial Statements. The Company has previously furnished to Buyer true, correct and complete copies Section 2.7 of the following financial statements Disclosure Schedule sets forth the Company’s (the “Company Financial Statements”): (ai) the audited consolidated balance sheets sheet as of the Company as at March each of December 31, 2012 and March 2007, December 31, 2011 2008 and December 31, 2009, and the related audited consolidated statements of income, changes in cash flow and stockholders’ equity and cash flows for the years respective twelve (12) month periods then ended; ended (the “Year-End Financials”), and (bii) the unaudited consolidated balance sheets sheet as of the Company as at December March 31, 2012 and December 312010 (the “Balance Sheet Date”), 2011 and the related unaudited consolidated statements of income, changes in cash flow and stockholders’ equity and cash flows for the nine months three (3) month period then endedended (the “Interim Financials”). The balance sheet as of March 31, 2012 included in Year-End Financials and the Company Financial Statements is Interim Financials (collectively referred to as the “Balance SheetFinancials”. The balance sheets included in the Company Financial Statements (including the related notes thereto) present fairly are true and correct in all material respects the financial position of the Company as of their respective dates, and the related statements of income, changes have been prepared in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations of the Company for the periods then ended, all in conformity accordance with GAAP applied on a consistent basis; providedbasis throughout the periods indicated and consistent with each other (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials present fairly the Company’s consolidated financial condition, howeveroperating results and cash flows as of the dates and during the periods indicated therein in accordance with GAAP, subject in the case of the Interim Financials to normal year-end adjustments. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” The Company has provided in Section 2.7 of the Disclosure Schedule a backlog schedule as of June 30, 2010 that reflects the contract end date and application fees to be invoiced for the period from signing to the contract end date, and such schedule is a reasonable estimate that, for to the avoidance Company’s Knowledge, is accurate in all material respects. The Company has not had any disagreement (as such term is defined in Item 304 of doubt, Regulation S-K promulgated under the items set forth on Schedule 1.05(a) Securities Act with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAPcurrent fiscal year-to-date. All of the Inventory The books and records of the Company and each Subsidiary have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Financials are consistent in all material respects with such books and records. Neither the Company nor any of its Subsidiaries is usable a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and salable any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the ordinary course SEC). As of business the Closing Date, the Closing Financials (x) will be true and correct in all material respects and will have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with past practices each other, and (y) will present fairly the Company’s consolidated financial condition, operating results and cash flows as of the Company dates and such Company Subsidiaries, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in during the Company Financial Statementsperiods indicated therein. All accounts receivable of the Company that are reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance Sheet.EXECUTION VERSION

Company Financial Statements. The Company Seller has previously furnished to Buyer true, a true and correct and complete copies copy of: (a) the audited Statements of Financial Position of the following financial statements Operating Subsidiary as at December 31, 2010 and December 31, 2011 (the “Audited Balance Sheet”); (b) the related audited Statements of Operations, Statements of Changes in Member’s Equity and Accumulated Other Comprehensive Loss and Statements of Cash Flows for the fiscal years ended December 31, 2010 and December 31, 2011 (together with the Audited Balance Sheet, the “Audited Financial Statements”); and (c) the unaudited Balance Sheet of the Operating Subsidiary as of September 30, 2012 (the “Recent Financial Statements Date”), and the related unaudited Income Statement and Statement of Cash Flows for September 30, 2012 (the “Recent Financial Statements” and, together with the Audited Financial Statements, the “Company Financial Statements”): (a) the audited consolidated balance sheets of the Company as at March 31, 2012 and March 31, 2011 and the related audited consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended; and (b) the unaudited consolidated balance sheets of the Company as at December 31, 2012 and December 31, 2011 and the related unaudited consolidated statements of income, changes in stockholders’ equity and cash flows for the nine months then ended. The balance sheet as of March 31, 2012 included in the Company Financial Statements is referred to as the “Balance Sheet”). The balance sheets included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the financial position of the Company Operating Subsidiary as of their respective dates, and the related statements of incomeoperations, changes in stockholdersmembers’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations of the Company Operating Subsidiary for the periods then ended, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items except as otherwise noted therein or as set forth on Schedule 1.05(a) 3.07 and subject, in the case of the Sellers Disclosure Schedule shall Recent Financial Statements, to year-end adjustments, the effect of which will not, individually or in the aggregate, be deemed to be in conformity with GAAPmaterial, and the absence of notes. All of the Inventory of the Company and the Company Subsidiaries Operating Subsidiary is usable and salable in the ordinary course of business consistent with past practices of the Company and such Company SubsidiariesOperating Subsidiary, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial Statements. All accounts receivable of the Company Operating Subsidiary that are reflected in the Company Financial Statements represent current and current, valid obligations arising from sales actually made and and, to Seller’s Knowledge, are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance SheetCompany Financial Statements.

Company Financial Statements. The Company has previously furnished delivered or made available to Buyer true, correct and complete copies of Purchaser the following financial statements Company’s (the “Company Financial Statements”): (ai) the audited consolidated balance sheets of the Company as at March 31, 2012 and March 31, 2011 and the related audited consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended; and (b) the unaudited consolidated balance sheets as of the Company as at December 31, 2012 2007, and December 31, 2011 2008, respectively, and the related unaudited consolidated statements of income, changes in stockholderscash flow and members’ equity and cash flows for the nine months respective years then ended. The ended (the “Company Historic Financial Statements”), and (ii) unaudited consolidated balance sheet as of March 31June 30, 2012 included in the Company Financial Statements is referred to as 2009 (the “Balance SheetSheet Date”. The balance sheets included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the financial position of the Company as of their respective dates, and the related consolidated statements of income, changes in stockholderscash flow and members’ equity for the three and cash flows included in six-month periods then ended available at the date of this Agreement (together with the Company Historic Financial Statements (including Statements, the related notes thereto) present fairly “Financials”). Except as set forth in all material respects the results of operations Section 3.6 of the Company for Disclosure Letter, the periods then endedCompany Historic Financial Statements are complete and accurate and fairly present, all in conformity with GAAP applied on a consistent basis; providedbasis throughout the periods indicated (except as may be indicated in the notes thereto), however, that, for in all material respects the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory financial condition of the Company and the Company Subsidiaries is usable operating results and salable in the ordinary course of business consistent with past practices cash flows as of the Company dates and such Company Subsidiariesduring the periods indicated therein, except for obsolete items that the unaudited interim financial statements may not contain all footnotes required by GAAP and items of below-standard quality which have been written down were or are subject to estimated net realizable value in the Company Financial Statementsnormal and recurring year end adjustments. All accounts receivable The Company’s unaudited balance sheet as of the Company that are reflected in Balance Sheet Date as delivered or made available to Purchaser is referred to hereinafter as the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the “Current Balance Sheet.” The Sino-Canada Entities’ books and records have been properly and accurately maintained in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein.

Company Financial Statements. The Company has previously furnished to Buyer true, correct and complete copies of the following financial statements (the “Company Financial Statements”): (a) the audited consolidated balance sheets SECTION 2.7 of the Company Disclosure Schedule sets forth the Company's (i) audited balance sheet as at March of December 31, 2012 and March 31, 2011 2003 and the related audited consolidated statements of income, changes in cash flow and stockholders’ ' equity and cash flows for the years twelve (12) month period then ended; and , (bii) the unaudited consolidated audited balance sheets sheet as of the Company as at December 31, 2012 2004 and the related audited statements of income, cash flow and stockholders' equity for the twelve (12) month period then ended, (iii) audited balance sheet as of December 31, 2011 2005 and the related audited statements of income, cash flow and stockholders' equity for the twelve (12) month period then ended (the financial statements referred to in clauses (i), (ii) and (iii) collectively, the "YEAR-END FINANCIALS") and (iv) unaudited balance sheet as of December 31, 2006 (the "BALANCE SHEET DATE"), and the related unaudited consolidated statements statement of income, changes in cash flow and stockholders’ ' equity and cash flows for the nine months twelve month period then endedended (the "INTERIM FINANCIALS"). The balance sheet as of March 31, 2012 included Year-End Financials have been prepared in accordance with Regulation S-X promulgated under the Company Financial Statements is Exchange Act ("REGULATION S-X") and meet the requirements for inclusion in a registration statement to be filed with the SEC. The Year-End Financials and the Interim Financials (collectively referred to as the “Balance Sheet”"FINANCIALS") have been prepared in accordance with GAAP (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP) consistently applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto). The balance sheets included in the Company Financial Statements (including the related notes thereto) Financials fairly present fairly in all material respects the Company's financial position condition, results of the Company as of their respective dates, and the related statements of income, changes in stockholders’ equity operations and cash flows included as of the dates and during the periods indicated therein, subject in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations case of the Company for Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the periods then ended, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) aggregate. The Company's unaudited consolidated balance sheet as of the Sellers Disclosure Schedule shall be deemed Balance Sheet Date is referred to be in conformity with GAAP. All of hereinafter as the Inventory of the Company and the Company Subsidiaries is usable and salable in the ordinary course of business consistent with past practices of the Company and such Company Subsidiaries, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial Statements. All accounts receivable of the Company that are reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance Sheet"CURRENT BALANCE SHEET."

Company Financial Statements. The Company has previously furnished to Buyer true, correct and complete copies Attached as Section 2.11 of the following financial statements Company Disclosure Schedule are the Company’s (i) audited consolidated balance sheet as of December 31, 2012 (the “Company Financial StatementsBalance Sheet Date”): (a) the audited consolidated balance sheets of the Company as at March 31), 2012 and March 31, 2011 and the related audited consolidated statements of income, changes in cash flow and stockholders’ equity and cash flows for the years twelve (12) month period then ended; , and (bii) the unaudited consolidated balance sheets sheet as of the Company as at December 31June 30, 2012 and December 312013, 2011 and the related unaudited consolidated statements of income, changes in cash flow and stockholders’ equity for the six (6) months then ended (such financial statements being collectively referred to herein as the “Company Financial Statements”). The Company Financial Statements (a) are true and correct in all material respects, (b) were prepared in accordance with the books and records of the Company and (c) present fairly the financial condition of the Company at the date or dates therein indicated and the results of operations and cash flows for the nine months then endedperiod or periods therein specified. The Company’s audited consolidated balance sheet as of March 31, 2012 included in the Company Financial Statements Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet”. The balance sheets included in None of the Company, any Company Financial Statements (including Subsidiary, or to the related notes thereto) present fairly in all material respects the financial position Company’s knowledge, any current or former employee, advisor, consultant or director of the Company as or any Company Subsidiary, has identified or been made aware of their respective datesany fraud, and whether or not material, that involves the related statements of incomeCompany’s management or other current or former employees, changes in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations consultants, advisors or directors of the Company for or any Company Subsidiary who have a role in the periods then endedpreparation of financial statements or the internal accounting controls utilized by the Company or any Company Subsidiary, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) or any claim or allegation regarding any of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAPforegoing. All of the Inventory of the The Company and the Company Subsidiaries is usable and salable do not have any liability, indebtedness, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or other, except for those which (i) have been reflected in the Current Balance Sheet or (ii) have arisen in the ordinary course of business consistent with past practices practice since the Company Balance Sheet Date and (x) prior to the date hereof or (y) since the date hereof and do not arise from a violation of Section 5.1 or Section 5.2 hereof. The Company and the Company Subsidiaries have no outstanding Company Debt as of the Company and such Company Subsidiaries, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial Statements. All accounts receivable of the Company that are reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance Sheetdate hereof.

Company Financial Statements. The Company has previously furnished to Buyer true, correct and complete copies of the following financial statements (the “Company Financial Statements”): (a) the audited consolidated balance sheets Section 1.8 of the Company as at March 31, 2012 Disclosure Schedule sets forth the Company’s (i) audited balance sheets and March 31, 2011 and the related audited consolidated statements of income, changes in stockholdersshareholders’ equity and cash flows for the years then ended; and (b) the unaudited consolidated balance sheets of the Company as at of and for each of the two fiscal years ended on December 31, 2012 2010 (the “Balance Sheet Date”), including the directors’ report and notes thereto (such financial statements as of and for the year ended December 31, 2011 2010, the “Audited Financial Statements”); and (ii) the related unaudited consolidated balance sheet and statements of income, changes in stockholdersshareholders’ equity and cash flows as of and for the nine two months then endedended as of February 28, 2011 (the “Unaudited Financial Statements”). Such financial statements (collectively, the “Financial Statements”) fairly present the financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the periods referred to therein and are consistent with the books and records of the Company in all material respects. The Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout the periods covered thereby (except that the Unaudited Financial Statements do not contain footnotes and other presentation items that may be required by IFRS). The Financial Statements present fairly the financial condition, operating results and cash flows as of the dates and during the periods indicated therein of the Company, subject in the case of the Unaudited Financial Statements to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited balance sheet as of March 31, 2012 included contained in the Company Unaudited Financial Statements is referred to hereinafter as the “Current Balance Sheet.” At the date of the Current Balance Sheet, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the Financial Accounting Standards Board in March 1975) that were not adequately provided for in the Current Balance Sheet, as required by Statement No. 5. The balance sheets included in Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company Financial Statements (including the related notes thereto) present fairly have been and are being maintained in all material respects the financial position of the Company as of their respective dates, and the related statements of income, changes in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations of the Company for the periods then ended, all in conformity accordance with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory of the Company and the Company Subsidiaries is usable and salable in the ordinary course of business consistent with past practices of the Company and such Company Subsidiaries, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial Statements. All accounts receivable of the Company that are reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance Sheetapplicable Legal Requirements.

Company Financial Statements. The Company has previously furnished delivered to Buyer Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter (i) audited consolidated balance sheets of the Company dated December 31, 2000 and December 31, 2001, (ii) an audited consolidated balance sheet of the Company dated June 30, 2002, (iii) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the years ended December 31, 2000 and December 31, 2001, and (iv) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six-month period ended June 30, 2002 (all such financial statements of the Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter collectively referred to as the "Company Financial Statements"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the following financial statements (the “Company Financial Statements”): (a) . Xxxxx, Xxxxxxxx & Co. is currently auditing the audited consolidated balance sheets of the Company as at March 31, 2012 and March 31, 2011 and the related audited consolidated Company's financial statements of income, changes in stockholders’ equity and cash flows for the fiscal years then ended; and (b) the unaudited consolidated balance sheets of the Company as at ended December 31, 2012 2000 and December 31, 2011 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Company; (b) fairly present the financial condition of the Company at the dates therein indicated and the related unaudited consolidated statements results of income, changes in stockholders’ equity and cash flows operations for the nine months then endedperiods therein specified; (c) have been prepared in accordance with GAAP applied on a basis consistent with prior periods except for any absence of notes to any of the unaudited Company Financial Statements; and (d) are true, correct and complete in all material respects. The Company has no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's unaudited balance sheet as of March 31June 30, 2012 included in the Company Financial Statements is referred to as the “Balance Sheet”. The balance sheets 2002 included in the Company Financial Statements (including the related notes thereto"Balance Sheet") present fairly in all material respects and (b) that may have been incurred after June 30, 2002 (the financial position of the Company as of their respective dates, and the related statements of income, changes in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto"Balance Sheet Date") present fairly in all material respects the results of operations of the Company for the periods then ended, all in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory of the Company and the Company Subsidiaries is usable and salable in the ordinary course of the Company's business consistent with its past practices and that are, individually or in the aggregate, not material to the business results of operations or financial condition of the Company and such Company Subsidiaries, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial StatementsCompany. All accounts receivable of reserves established by the Company that are set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5. The Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible comply in all material respects with the ordinary course American Institute of business, net Certified Public Accountants' Statement of Position 97-2. The Company has not had any reserves for such accounts receivable shown on the Balance Sheetdispute with any of its auditors regarding accounting matters or policies.

Company Financial Statements. The Company has previously furnished to Buyer true, correct and complete copies (a) Section 2.8(a) of the following financial statements Disclosure Schedule sets forth the Company’s unaudited consolidated balance sheet as of December 31, 2004 (the “Company Financial StatementsBalance Sheet Date”): (a) the audited consolidated balance sheets of the Company as at March 31), 2012 and March 31, 2011 and the related audited consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended; and (b) the unaudited consolidated balance sheets of the Company as at December 31, 2012 and December 31, 2011 and the related unaudited consolidated statements of income, changes in cash flow and stockholders’ equity and cash flows for the nine months 12-month period then endedended (collectively, the “Unaudited Financials”), which Unaudited Financials have been reviewed by KPMG, LLP, the Company’s independent auditors, under Statement of Accounting Standards Number 71. The balance sheet as Unaudited Financials are, and the Year-End Financials, the Closing Balance Sheet and Income Statement and the Statement of March 31Expenses when delivered will be, 2012 included in the Company Financial Statements is referred to as the “Balance Sheet”. The balance sheets included in the Company Financial Statements (including the related notes thereto) present fairly true and correct in all material respects respects. The Unaudited Financials have been, and the financial position Year-End Financials when delivered will be, prepared in accordance with GAAP on a consistent basis throughout the periods indicated and are consistent with each other (except that the Unaudited Financials will not contain footnotes and other presentation items that may be required by GAAP). The Closing Balance Sheet and Income Statement when delivered shall reflect the reasonable best efforts of the Company as of their respective dates, and the related to prepare consolidated comparative financial statements of income, changes in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations of the Company for the periods then endedpresented therein in a manner consistent with the accounting principles, all policies and procedures used in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) preparation of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAPUnaudited Financials. All The Unaudited Financials present, and the Year-End Financials and the Closing Balance Sheet and Income Statement when delivered will present, fairly the consolidated financial condition, operating results and cash flows as of the Inventory dates and during the periods indicated therein of the Company and the Company Subsidiaries is usable and salable its consolidated Subsidiaries, subject in the ordinary course case of business consistent the Unaudited Financials and the Closing Balance Sheet and Income Statement, to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” All reserves that are set forth in or reflected in the Current Balance Sheet have been, and all reserves that will be set forth in or reflected in the Year-End Balance Sheet and the Closing Balance Sheet will be, established in accordance with GAAP consistently applied. At the Balance Sheet Date, there were, and at the time of the Year-End Balance Sheet Date and the Closing Balance Sheet Date, there will be, no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Current Balance Sheet, the Year-End Balance Sheet and the Closing Balance Sheet, respectively, as required by Statement No. 5. The Unaudited Financials comply, and the Year-End Financials and the Closing Balance Sheet when delivered will comply, in all material respects with the requirements of the American Institute of Certified Public Accountants’ Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past practices three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and such Company Subsidiarieseach of its Subsidiaries have been, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial Statements. All accounts receivable of the Company that are reflected in the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible being maintained in all material respects in accordance with applicable legal and accounting requirements and the ordinary course of businessUnaudited Financials, net of any reserves for the Year-End Financials and the Closing Balance Sheet and Income Statement have been, or when delivered will be, prepared from and in accordance with such accounts receivable shown on the Balance Sheetbooks and records.

Company Financial Statements. The Company has previously furnished to Buyer true, correct and complete copies Section 2.7 of the following financial statements Disclosure Schedule sets forth (the “Company Financial Statements”): (ai) the audited consolidated Company's unaudited balance sheets sheet as of the Company as at March 31, 2012 and March 31, 2011 and the related audited consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended; and (b) the unaudited consolidated balance sheets of the Company as at December 31, 2012 and December 312002, 2011 and the related unaudited consolidated statements of income, changes in stockholders’ equity income and cash flows flow for the nine months then ended. The year ended December 31, 2002; (ii) the Company's unaudited balance sheet as of March December 31, 2012 included in 2003, and the Company Financial Statements is referred to related unaudited statement of income and cash flow for the twelve month period ended December 31, 2003; and (iii) the Company's unaudited balance sheet as of January 31, 2004, and the “Balance Sheet”related unaudited statement of income for the one month period ended January 31, 2004 (collectively, the "Financials"). The balance sheets included in the Company Financial Statements (including the related notes thereto) present fairly Financials are correct in all material respects and have been prepared in accordance with GAAP consistently applied throughout the periods indicated and consistent with each other. The Financials present fairly the financial position condition, operating results and cash flows of the Company (and its predecessors) as of their respective dates, the dates and the related statements of income, changes in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations of the Company for during the periods then endedindicated therein. The Company's unaudited balance sheet as January 31, all 2004 is referred to hereinafter as the "Current Balance Sheet". The Company maintains and will continue, prior to the Effective Time, to maintain a standard system of accounting established and administered in conformity with GAAP applied on a consistent basis; provided, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity accordance with GAAP. All No Undisclosed Liabilities. The Company has no liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or other (whether or not required to be reflected in financial statements in accordance with GAAP), which individually or in the Inventory of aggregate (i) has not been adequately reflected in the Company and the Company Subsidiaries is usable and salable Current Balance Sheet; or (ii) has not arisen in the ordinary course of business consistent with past practices since January 31, 2004, and which are not, individually or in the aggregate, material. No Changes. Except as set forth on Section 2.9 of the Company and such Company SubsidiariesDisclosure Schedule, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial Statements. All accounts receivable since December 31, 2002, there has not been, occurred or arisen any of the Company that are reflected in following with respect to the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible Company: transaction except in the ordinary course of businessbusiness consistent with past practices; amendments or changes to the organizational documents of the Company; capital expenditure or capital expenditure commitment exceeding $10,000 individually or $20,000 in the aggregate; payment, net discharge or satisfaction, in any amount in excess of $10,000 in any one case, or $20,000 in the aggregate, of any reserves for such accounts receivable shown on claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet; destruction of, damage to or loss of any material assets or material business or loss of any material customer (whether or not covered by insurance); labor trouble or claim of wrongful discharge or other unlawful labor practice or action; change in accounting methods or practices (including any change in depreciation or amortization policies or rates) other than as required by GAAP; change in any election in respect of Taxes (as defined below), adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; revaluation by the Company of any of its assets; declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any share of capital stock, or any split, combination or reclassification in respect of any share of capital stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for any share of capital stock, or any direct or indirect repurchase or redemption of any share of capital stock (or options or other rights convertible into, exercisable or exchangeable therefor); increase in the salary or other compensation (cash, equity or otherwise) payable or to become payable to any officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment of a severance payment, termination payment, bonus or other additional salary or compensation (cash, equity or otherwise) to any such person, in any amount in excess of $10,000 in any one case, or $20,000 in the aggregate; agreement, contract, covenant, instrument, lease, license or commitment to which the Company is party or by which it or any of its assets are bound or any termination, extension, amendment or modification of the terms of any agreement, contract, covenant, instrument, lease, license or commitment to which the Company is party or by which it or any of its assets are bound, in any amount in excess of $10,000 in any one case, or $20,000 in the aggregate; sale, lease or other disposition of any of the material assets or material properties or any creation of any security interest in such material assets or material properties; loan to any person or entity, incurring by the Company of any indebtedness, guaranteeing of any indebtedness, issuance or sale of any debt securities or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practices that are set forth on Section 2.9(n) of the Disclosure Schedule or with respect to indebtedness in a principal amount not in excess of $10,000 in any one case, or $20,000 in the aggregate; waiver or release of any right or claim, including any write-off or other compromise of any account receivable in any amount in excess of $10,000 in any one case, or $20,000 in the aggregate; the commencement, settlement, notice or threat of any lawsuit or proceeding or other investigation against the Company or its affairs, or any reasonable basis for any of the foregoing; notice to the Company, nor its directors, officers or managers or advisors of any claim or potential claim of ownership by any person other than the Company of the Company Intellectual Property (as defined in Section 2.13 below) owned by or developed or created by the Company or of infringement by the Company of any other person's Intellectual Property (as defined in Section 2.13 below); issuance or sale, or contract to issue or sell, of any capital stock, or any securities, warrants, options or rights to purchase any of the foregoing; any (i) sale or license of any Company Intellectual Property or entering into of any agreement with respect to the Company Intellectual Property with any person or entity or with respect to the Intellectual Property of any person or entity; (ii) purchase or license of any Intellectual Property or entering into of any agreement with respect to the Intellectual Property of any person or entity, (iii) agreement with respect to the development of any Intellectual Property with a third party, or (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property to the Company; agreement or modification to any agreement pursuant to which any other party was granted marketing, distribution, development or similar rights of any type or scope with respect to any products or technology of the Company; hiring or termination of employees; event or condition of any character that has had or is reasonably likely to have a Material Adverse Effect; or agreement by the Company or any officer, manager or employee thereof on behalf of the Company to do any of the things described in the preceding clauses (a) through (v) (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement).

Company Financial Statements. The Company has previously furnished to Buyer true, correct and complete copies Section 2.7 of the following financial statements Disclosure Schedule sets forth the Company’s (the “Company Financial Statements”): (ai) the audited consolidated balance sheets sheet as of the Company as at March January 31, 2012 and March 312007, 2011 and the related audited consolidated statements of income, changes in cash flow and stockholders’ equity and cash flows for the years twelve (12) month period then ended; and ended (bthe “Year-End Financials”), (ii) the unaudited consolidated balance sheets sheet as of the Company as at December October 31, 2012 and December 312007, 2011 and the related unaudited consolidated statements of income, changes in cash flow and stockholders’ equity and cash flows for the nine months (9) month period then ended. The , (iii) the unaudited consolidated balance sheet as of January 31, 2008 (the “Current Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the twelve (12) month period then ended, and (iv) the unaudited consolidated balance sheet as of March 31, 2012 included in 2008, and the Company Financial Statements is related unaudited consolidated statements of income, cash flow and stockholders’ equity for the two (2) month period then ended ((ii), (iii) and (iv), the “Interim Financials”). The Year-End Financials and the Interim Financials (collectively referred to as the “Balance SheetFinancials”. The balance sheets included in the Company Financial Statements (including the related notes thereto) present fairly are true and correct in all material respects the financial position of the Company as of their respective dates, and the related statements of income, changes have been prepared in stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations of the Company for the periods then ended, all in conformity accordance with GAAP applied on a consistent basis; providedbasis throughout the periods indicated and consistent with each other (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials present fairly the Company’s consolidated financial condition, however, that, for the avoidance of doubt, the items set forth on Schedule 1.05(a) operating results and cash flows as of the Sellers Disclosure Schedule shall be deemed to be dates and during the periods indicated therein, subject in conformity with GAAP. All the case of the Inventory Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of the Current Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” The Company has not had any disagreement (as such term is defined in Item 304 of Regulation S-K promulgated under the Securities Act) with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and each Subsidiary have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Financials are consistent with such books and records. Neither the Company nor any of its Subsidiaries is usable a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and salable any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any “off-balance sheet arrangement” (as defined in the ordinary course Item 303(a) of business consistent with past practices Regulation S-K of the Company SEC). As of the Closing Date, the Closing Financials (x) will be true and such Company Subsidiaries, except for obsolete items correct in all material respects and items of below-standard quality which will have been written down to estimated net realizable value prepared in accordance with GAAP applied on a consistent basis throughout the Company Financial Statements. All accounts receivable periods indicated, and (y) will present fairly, in all material respects, the Company’s consolidated financial condition, operating results and cash flows as of the Company that are reflected in dates and during the Company Financial Statements represent current and valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance Sheetperiods indicated therein.