Common use of Financial Statements Clause in Contracts

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the year ended December 31, 1996 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreement.

Financial Statements. TBS has delivered Certain Representations and Warranties -------------------------------------------------------------------------- of Tenant. Subject to MCSC truethe restrictions set forth in Section 9.5 (b), completefrom time --------- to time as requested by Landlord, accurate Tenant shall provide to Landlord, any actual or potential mortgagee and any actual or potential ground lessor or any representative of any of the foregoing, copies of Tenant's (and any Guarantor's) annual financial statements (audited or reviewed, if available) and quarterly financial statements, all certified as true and correct copies by the president or chief financial officer of TBSTenant (or any Guarantor, as applicable) and such other information regarding Tenant's balance sheets for the year ended December 31(and, 1996 any Guarantors) financial condition as Landlord may reasonable request. Tenant represents and for the nine months ended September 30warrants to Landlord, 1997, its successors and the related assigns that: (a) all financial statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements Tenant and/or any Guarantor previously provided to Landlord have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC prepared in accordance with GAAP, were true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy correct as of its balance sheet their respective dates and related statements of income, retained earnings, fairly and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly accurately reflect the financial conditioncondition of Tenant and any Guarantor, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring itemsb) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no material adverse change by TBS in the financial condition of Tenant and/or any method Guarantor subsequent to the date(s) of accounting or keeping of its books of account or accounting practices for the thirty-three such financial statements; (33c) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, all financial statements of income and cash flows within fifteen (15) calendar days Tenant and/or any Guarantor provided to Landlord after the end date hereof will be prepared in accordance with GAAP, will be true, complete and correct as of each month prior their respective dates and will fairly and accurately reflect the financial conditions of the Tenant and any Guarantor, (d) Tenant is a corporation duly organized, validly existing and in good standing under the laws of Delaware; (e) Tenant is qualified to do business in the Closing or termination Commonwealth of Massachusetts; (f) the execution, delivery and performance of this AgreementLease by Tenant has been duly authorized by the shareholders and directors of Tenant; and (g) this Lease is valid and binding upon the Tenant and is enforceable against Tenant in accordance with the terms hereof.

Financial Statements. TBS has delivered Prior to MCSC truethe date of the Initial Agreement, complete, accurate the Company provided to TPG and correct copies of TBS's THL (i) the annual combined balance sheets of the Company and its Subsidiaries as of December 31, 2003 and 2002 and the related combined statements of earnings, equity and comprehensive earnings and cash flows for each of the years in the three-year period ended December 31, 1996 2003 (the "Annual Combined Financial Statements"), together with the notes thereto, and for the nine months ended September draft report of KPMG LLP thereon which includes a legend indicating that certain transactions would have to be completed before KPMG LLP would be in a position to issue the draft report in final form, and (ii) the unaudited combined balance sheet of the Company and its Subsidiaries as at June 30, 19972004 reviewed by KPMG LLP (the "Interim Balance Sheet"), and the related combined statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as for the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Companysix (6) month period then ended, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Unaudited Financial Statements"). The Unaudited Financial Statements, together with the Annual Financial Statements and Interim Combined Financial Statements are collectively referred to herein as the "Financial Statements." ". The Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles consistently applied ("GAAP") and fairly present fairly the combined financial condition, assets and liabilities, results of operations, retained earnings cash flows, and changes in cash flows equity and comprehensive earnings of TBS at such dates the Company and its Subsidiaries as of the dates, and for such periods the periods, indicated therein, subject in accordance with the case of the Unaudited Financial Statements to lack of footnotes and a statement of changes in equity and comprehensive earnings and normal year end adjustments that will not be material. Since June 30, 2004, there has not been any change of the Company's accounting principles, methods, or policies except as required by GAAP consistently applied during the periods indicatedor as would not reasonably be expected to have a Material Adverse Effect. The statements results and accounts of income the entities listed on disclosure Schedule 3.10 are included in the Financial Statements do Statements, but have been excluded from the final formation of the Company and its Subsidiaries and are therefore, not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior subject to the Closing or termination terms of this AgreementTransaction.

Financial Statements. TBS DMI has delivered to MCSC trueOnHealth an unaudited balance sheet as of September 30, complete1999, accurate and correct copies the related unaudited statement of TBS's balance sheets for the year ended December 31, 1996 and income for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto 1999 included in Schedule 2.2.6 hereto (such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered balance sheet is referred to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial StatementsDMI FINANCIAL STATEMENT"). The Annual Such DMI Financial Statements and Interim Financial Statements Statement: (i) are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the books and records of DMI, (ii) present fairly, in all material respects, the financial position of DMI as of the date indicated and the results of its operations for each of the periods indicated. The statements of income included , and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied except (a) the unaudited Financial Statements do not contain footnotes, and (b) as described in the DMI Disclosure Schedule. There are no material off-balance sheet liabilities, claims or obligations of any items nature, whether accrued, absolute, contingent, anticipated, or otherwise, whether due or to become due, that are not shown or provided for either in the Financial Statements or the DMI Disclosure Schedule. The liabilities of special or non-recurring income or expense or any other income not earned or expense not DMI were incurred in the ordinary course of DMI's business except as expressly specified thereinotherwise indicated in the DMI Disclosure Schedule. The "DMI PRO FORMA CLOSING BALANCE SHEET" included in Schedule 2.2.6 sets forth, based on reasonable assumptions relating to the operation of the business conducted by DMI, the projected Balance Sheet as of the estimated Closing Date. A "FINAL DMI PRO FORMA CLOSING BALANCE SHEET" will be prepared, and any updates or revisions of such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or statement will be necessary prepared, on a basis consistent with the Financial Statement (with the proviso that the Pro Forma Closing Balance Sheets shall not be reviewed in respect accordance with applicable standards of any items the American Institute of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33Certified Public Accountants) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementSchedule 2.2.6.

Financial Statements. TBS has delivered to MCSC true, complete, accurate (a) Schedule 3.4(a) contains true and correct complete copies of TBS's balance sheets for the year ended December 31, 1996 Bank’s (i) audited statements of financial condition and for the nine months ended September 30, 1997, and the related statements of income, retained earnings changes in shareholders’ equity and cash flows flows, as well as the notes thereto of and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 2005 and 1994 and 2004, accompanied by the related statements report thereon of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx Xxxxxx & Xxxxxxx Company, Morgan Hill, California. The audited financial statements and P.C. (the reviewed financial statements described above are referred hereto as the "“Annual Financial Statements." TBS has delivered to MCSC a true”), correct, complete and accurate copy (ii) unaudited statement of its balance sheet financial condition and related statements statement of income, retained earnings, and cash flows for the month ended October income as of March 31, 1997 2006 (the "“Interim Financial Statements"”). The Bank has also made available to Parent true and complete copies of all Consolidated Reports of Condition and Income filed by the Bank with bank regulatory authorities as of and for each period during the three years ended December 31, 2005 (the “Call Reports”). The Annual Financial Statements and Statements, Interim Financial Statements and Call Reports are collectively referred to herein as the "“Bank Financial Statements." ”. The Annual Financial Statements fairly present fairly the financial condition, position of the Bank and the results of operations, retained earnings and changes in cash flows of TBS its operations at such the dates and for such the periods indicated therein in accordance conformity with United States generally accepted accounting principles (“GAAP”) applied consistently during the periods covered thereby. The Interim Financial Statements fairly present the financial position of the Bank and the results of its operations at the dates and for the periods indicated in conformity with GAAP consistently applied during the periods indicated. The statements of income included in covered thereby, except that the Interim Financial Statements do are subject to normal year-end adjustments required by GAAP. As of their respective dates, the Call Reports complied with the rules and regulations of Applicable Banking Authorities and did not contain any items untrue statement of special a material fact or non-recurring income omit to state any material fact required to be stated therein or expense or any other income not earned or expense not incurred in necessary to make the ordinary course of business except as expressly specified statements therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentationin light of the circumstances under which they were made, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementnot misleading.

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct copies The audited financial statements of TBS's balance sheets the Acquired Fund for the fiscal year ended December 31, 1996 2005, have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied and for the nine months ended September 30, 1997, have been audited by Deloitte & Touche LLP . True and the related statements complete copies of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse furnished to PVC. Such statements fairly reflect the financial condition and the results of operations of the Acquired Fund as of such date and the results of operations and changes in net assets for the said periods then endedindicated, and there are no liabilities of or the Acquired Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. TBS has also delivered to MCSC trueThe unaudited financial statements of the Acquired Fund for the six months ended June 30, complete, accurate 2006 have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied by WMVT. True and correct complete copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Companyfurnished to PVC. Such statements fairly reflect the financial condition and the results of operations of the Acquired Fund as of such date and the results of operations and changes in net assets for the periods indicated, Morgan Hilland there are no liabilities of the Acquired Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. There are no liabilities of any Acquired Fund, California. The audited whether actual or contingent and whether or not determined or determinable, other than liabilities disclosed or provided for in the financial statements and of the reviewed financial statements described above are Acquired Fund referred hereto as to above, liabilities incurred in the "Annual Financial Statements." TBS has delivered ordinary course of business subsequent to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October December 31, 1997 (2005, liabilities previously disclosed to and accepted by PVC and liabilities which in the "Interim Financial Statements"). The Annual Financial Statements aggregate have not been and Interim Financial Statements are collectively referred will not be materially adverse to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows business or assets of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementAcquired Fund.

Financial Statements. TBS has delivered to MCSC trueAs of the execution of this Agreement, complete, accurate Disclosure Schedule 3.6 consists of true and correct complete copies of TBS's balance sheets the Acquired Companies’ audited consolidating financial statements for the year ended December 31period ending June 30, 1996 2017 (the “Financials”), and true and complete copies of the Acquired Companies’ internally generated quarterly financial reports for the nine months ended September third calendar quarter of 2017 (a Quarterly Report). At or prior to the Closing, AIDEA will supplement Disclosure Schedule 3.6 to also include the quarterly financial reports for the fourth calendar quarter of 2017 and all completed quarterly financial reports for the calendar quarters in 2018 up to the Closing Date (which are part of the Quarterly Reports). If the Closing does not occur before the Acquired Companies’ audited consolidating financial statements for the fiscal year ending June 30, 19972018 are completed, AIDEA shall supplement Disclosure Schedule 3.6 with those financial statements, which shall also constitute part of the “Financials.” The Financials have been prepared from the Acquired Companies’ books and records in accordance with GAAP, applied on a consistent basis throughout the periods involved, and fairly present the related statements Acquired Companies’ financial position as of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 their respective dates and the related statements results of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, Operations and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements")periods shown. The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as Quarterly Report for the "Financial Statements." The Financial Statements present fairly the financial condition, results third calendar quarter of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein2017, and such Financial Statements include the Quarterly Reports to be prepared for all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentationsubsequent calendar quarters, and no adjustments or restatements are have been prepared or will be necessary in respect prepared by the Acquired Companies’ personnel from the Acquired Companies’ books and records, and fairly present the Acquired Companies’ financial position as of any items the end of an usual or non-recurring naturethe period and the results of Operations and cash flows for the period. After June 30, except as expressly specified herein. Except as described on such Financial Statements 2017, there has been no change by TBS in the financial condition or business of any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997Acquired Companies that would constitute a Material Adverse Effect. TBS shall continue to provide to MCSC unaudited balance sheets, No financial statements of income and cash flows within fifteen (15) calendar days after any person or entity other than the end of each month prior Acquired Companies are required by GAAP to be included in the Closing Financials or termination of this Agreementthe Quarterly Reports.

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct copies of TBS's The Prospectus shall contain audited balance sheets for of the Company as of the last full completed fiscal year ended December 31, 1996 and for immediately prior to start of the nine months ended September 30, 1997Offering, and the related audited statements of incomeoperations, retained earnings stockholders’ equity, and cash flows as well as of the notes thereto and Company including the footnotes thereto, together with the opinion of the independent certified public accountants with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, Californiathereto. The audited Prospectus may also contain unaudited financial statements and the reviewed notes thereto (such unaudited financial statements described above statements, if any, together with the latest audited financial statements, are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "“Latest Financial Statements." ”). The Latest Financial Statements shall have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods indicated. The Company shall not have had, as of the date of the balance sheets contained in the Latest Financial Statements, except as and to the extent reflected or reserved against therein (including the notes thereto), any liabilities or obligations (absolute or contingent) of a nature customarily reflected in a balance sheet or the notes thereto prepared in accordance with generally accepted accounting principles. The balance sheets of the Latest Financial Statements shall present fairly, as of their dates, the financial condition of the Company on such dates. The statements of operations of the Latest Financial Statements shall present fairly the financial condition, results of operations, retained earnings and changes in cash flows operations of TBS at such dates and the Company for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income stockholders’ equity and cash flows within fifteen (15) calendar days after of the end Latest Financial Statements shall present fairly the information which should be presented therein in accordance with generally accepted accounting principles. The presentation of each month prior the unaudited portion of the Latest Financial Statements in accordance with Regulation S-X promulgated by the SEC regarding the form and content of and requirements for financial statements to be filed with the Closing SEC would not materially and adversely affect the reported amount of the Company’s assets, stockholders’ equity, or termination results of this Agreementoperations as of any date or for any period included therein.

Financial Statements. TBS HDI has delivered to MCSC trueOnHealth an unaudited balance sheet as of September 30, complete1999, accurate and correct copies the related unaudited statement of TBS's balance sheets for the year ended December 31, 1996 and income for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto 1999 included in Schedule 2.1.6 hereto (such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered balance sheet is referred to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial StatementsHDI FINANCIAL STATEMENT"). The Annual Such HDI Financial Statements and Interim Financial Statements Statement: (i) are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the books and records of HDI, (ii) present fairly, in all material respects, the financial position of HDI as of the date indicated and the results of its operations for each of the periods indicated. The statements of income included , and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied except (a) the unaudited Financial Statements do not contain footnotes, and (b) as described in the HDI Disclosure Schedule. There are no material off-balance sheet liabilities, claims or obligations of any items nature, whether accrued, absolute, contingent, anticipated, or otherwise, whether due or to become due, that are not shown or provided for either in the Financial Statements or the HDI Disclosure Schedule. The liabilities of special or non-recurring income or expense or any other income not earned or expense not HDI were incurred in the ordinary course of HDI's business except as expressly specified thereinotherwise indicated in the HDI Disclosure Schedule. The "HDI PRO FORMA CLOSING BALANCE SHEET" included in Schedule 2.1.6 sets forth, based on reasonable assumptions relating to the operation of the business conducted by HDI, the projected Balance Sheet as of the estimated Closing Date.. A "FINAL HDI PRO FORMA CLOSING BALANCE SHEET" will be prepared, and any updates or revisions of such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or statement will be necessary prepared, on a basis consistent with the Financial Statement (with the proviso that the Pro Forma Closing Balance Sheets shall not be reviewed in respect accordance with applicable standards of any items the American Institute of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33Certified Public Accountants) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementSchedule 2.1.6.

Financial Statements. TBS has delivered The Borrower and the Parent have furnished to MCSC true, complete, accurate and correct each Lender copies of TBS's their respective (i) audited consolidated balance sheets for the year ended December 31, 1996 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the fiscal years ended December 31, 1995 2004 and 1994 December 31, 2005, and the related consolidated statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings shareholders’ equity and changes cash flow for the fiscal years ended on such dates, with the opinion thereon of KPMG LLP, and (ii) unaudited consolidated balance sheets for the fiscal quarter ended September 30, 2006, and the related consolidated statements of operations, shareholders’ equity and cash flow for the 3 fiscal quarter period ended on such date. Such balance sheets and statements (including in cash flows of TBS at such dates each case related schedules and for such periods notes) are complete and correct in all material respects and present fairly, in accordance with GAAP consistently applied during throughout the periods indicatedinvolved, the consolidated financial position of the Parent, the Borrower and their consolidated Subsidiaries as at their respective dates and the results of operations and the cash flow for such periods (except, as to interim statements, the lack of footnote disclosure and normal year-end audit adjustments). The statements Each of income included in the Financial Statements do not contain any items of special financial projections delivered, or non-recurring income or expense required to be delivered, by the Borrower to the Agent or any other income Lender, whether prior to, on or after the date hereof (a) has been, or will be, as applicable, prepared for each Unencumbered Pool Property in light of the past business and performance of such Unencumbered Pool Property and (b) represents or will represent, as of the date thereof, the reasonable good faith estimates of the Borrower’s financial performance, it being understood that projections as to future events are not earned or expense not incurred in viewed as facts and that the ordinary course of business except as expressly specified therein, actual results may vary from such projections and such Financial Statements include all adjustments (including all normal recurring accruals variances may be material. None of the Borrower, the Parent or any of their Consolidated Subsidiaries has on the Agreement Date any material contingent liabilities, liabilities, liabilities for taxes, unusual or nonlong-recurring items) considered necessary for a fair presentation, and no adjustments term commitments or restatements are unrealized or will be necessary in respect of forward anticipated losses from any items of an usual or non-recurring natureunfavorable commitments, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS referred to or reflected or provided for in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, said financial statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementin accordance with GAAP.

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the year ended December 31, 1996 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring itemsi) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar Within 120 days after the end of each month prior Fiscal Year of the Borrower, the audited financial statements of the Borrower and the Parent as of the end of such Fiscal Year and stating in comparative form the audited figures as of the end of and for the previous Fiscal Year, if available, prepared in accordance with Applicable Accounting Requirements, accompanied by an opinion of an independent public accounting firm of national standing, which opinion shall state that such financial statements fairly present, in all material respects, the financial condition and results of operations of the Borrower and Parent as at the end of and for such Fiscal Year in accordance with Applicable Accounting Requirements, and (ii) within 60 days after the end of each of the first three fiscal quarters of the Borrower and the Parent, the unaudited financial statements of the Borrower and the Parent as of the end of such quarter, prepared in accordance with Applicable Accounting Requirements and stating in comparative form the figures for the corresponding period in the previous Fiscal Year, certified by a Financial Officer of the Borrower and the Parent as fairly stating, in all material respects, the financial condition of the Borrower and the Parent (subject to year-end adjustments) as at the end of such period; in the case of each of clauses (i) and (ii) above, together with, in the case of the Borrower (A) commencing with the second complete quarterly fiscal quarter of the Borrower following the Conversion Date, a certificate of the Financial Officer of the Borrower setting forth the DSCR for the applicable period, and (B) a certificate of an Authorized Officer of the Borrower stating whether, to such Authorized Officer’s knowledge, any Default or Event of Default has occurred and is continuing (and, if any such Default or Event of Default shall have occurred and is continuing, a statement setting forth the nature thereof and the steps being taken by the Borrower to remedy the same); provided, however, that the obligations relating to the Closing or termination of Parent’s financial statements under this Agreementparagraph shall apply only until the Conversion Date.

Financial Statements. TBS has delivered The TPB Financial Statements for periods ended prior to MCSC true, complete, accurate the date hereof are listed on Schedule 5.05 and correct have been previously furnished to Parent. The TPB Call Reports for periods ended prior to the date hereof have been filed with the FDIC and are available electronically at xxxxx://xxx.xxxxx.xxx. TPB will promptly deliver to Parent copies of TBS's balance sheets for all TPB Financial Statements and TPB Call Reports prepared subsequent to the year ended December 31, 1996 date hereof. The TPB Financial Statements (as of the dates thereof and for the nine months ended September 30periods covered thereby) (a) are or, 1997if dated after the date of this Agreement, will be in accordance with the books and records of the related statements of incomeTPB Companies, retained earnings and cash flows as well which are or will be, as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correctcase may be, complete and accurate copy of its balance sheet correct and related statements of incomewhich have been or will have been, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements case may be, maintained in accordance with good business practices and in accordance with applicable legal and accounting principles and reflect only actual transactions, (b) present or will present, as the case may be, fairly in all material respects the financial condition, position of the TPB Companies as of the dates indicated and the results of operations, retained earnings and changes in stockholders’ equity and cash flows of TBS at such dates the TPB Companies for the periods indicated, and for such periods (c) have been or will have been, as the case may be, prepared in all material respects in accordance with GAAP GAAP, which principles have been consistently applied during the period involved (subject to exceptions specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal recurring year-end audit adjustments that are not material). The TPB Call Reports have been prepared in material compliance with (i) the rules and regulations of the respective federal or state banking regulator with which they were filed, and (ii) RAP, which principles have been consistently applied during the periods indicatedinvolved, except as otherwise noted therein. The statements Each TPB Call Report fairly presents, in all material respects, the financial position of income included TPB and the results of its operations at the date and for the period indicated in such TPB Call Report in conformity with the Financial Statements do not contain Instructions for the Preparation of Call Reports as promulgated by applicable Regulatory Authorities. None of the TPB Call Reports contains any material items of special or non-recurring nonrecurring income or expense or any other income not earned or expense not incurred in the ordinary course of business business, except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreement.

Financial Statements. TBS The Borrower Representative has delivered furnished to MCSC true, complete, accurate the Lender complete and correct copies of TBS's (i) the audited balance sheets of Peak Resorts and its consolidated Subsidiaries for the year ended December Fiscal Year ending March 31, 1996 and for the nine months ended September 30, 19972007, and the related statements of income, retained earnings shareholder’s equity, and cash flows, and, as applicable, changes in financial position or cash flows as well as for such Fiscal Year, and the notes thereto to such financial statements, reported upon by Xxxxx & Company, PC, certified public accountants, and with respect thereto such statements have been audited by Price Waterhouse (ii) the internal unaudited balance sheets of Peak Resorts and its consolidated Subsidiaries for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December Fiscal Quarter ending March 31, 1995 and 1994 2007, and the related statements of incomeincome and shareholder’s equity for the Fiscal Quarter then ended, retained earnings and cash flows, as well as certified by an executive officer of the notes thereto and with respect thereto Borrower Representative. All such statements financial statements: (a) have been reviewed by Xxxxx & Companyprepared in accordance with GAAP, Morgan Hillapplied on a consistent basis (except as stated therein) and (b) fairly present in all material respects the financial condition of Peak Resorts and its consolidated Subsidiaries as of the respective dates thereof and the results of operations for the respective fiscal periods then ending, California. The audited subject in the case of any such financial statements which are unaudited, to the absence of any notes to such financial statement and to normal audit adjustments, none of which are known to or could reasonably be expected to involve a Material Adverse Effect. No Borrower has experienced, nor has any Subsidiary thereof experienced, an event or circumstance that would have a Material Adverse Effect since the reviewed March 31, 2007 financial statements, nor has there been any material change in any Borrower’s or any of its Subsidiaries’ accounting procedures used therein. Peak Resorts and its consolidated Subsidiaries did not as of March 31, 2007, and will not as of the Closing Date, after giving effect to the Loan made on the Closing Date, have any material contingent liabilities, material liabilities for taxes, unusual and material forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except those reflected in such financial statements described above are referred hereto as or the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods Note thereto in accordance with GAAP consistently applied during or, to the periods indicated. The statements of income included extent not required to be reflected by GAAP, are disclosed in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementDisclosure Schedule.

Financial Statements. TBS The Company has delivered to MCSC true, complete, accurate each Purchaser of any Accepted Notes the following financial statements of the Company: (a) a consolidated balance sheet of the Company and correct copies its Subsidiaries as at September 30 in each of TBS's balance sheets the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 days prior to such date for the year ended December 31, 1996 which audited financial statements have not been released) and for the nine months ended September 30, 1997, and the related consolidated statements of income, retained earnings and cash flows and shareholders’ equity of the Company and its Subsidiaries for each such year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) a consolidated balance sheet of the Company and its Subsidiaries as well as at the notes thereto end of the quarterly period (if any) most recently completed prior to such date and with respect thereto after the end of such fiscal year (other than quarterly periods completed within 55 days prior to such date for which financial statements have not been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 released) and the related comparable quarterly period in the preceding fiscal year and consolidated statements of income, retained earnings cash flows and cash flowsshareholders’ equity for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, as well as prepared by the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy consolidated results of its balance sheet and related statements of income, retained earnings, their operations and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements respective periods indicated and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods have been prepared in accordance with GAAP consistently applied during throughout the periods indicated. The statements of income included involved except as set forth in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred notes thereto (subject, in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect case of any items of interim financial statements, to normal year-end adjustments). Documents required to be delivered pursuant to this Section 5.5 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Company gives notice to Prudential and each Purchaser that such documents are (i) posted and the Company provides a link thereto on xxxx://xxx.xxxxxxxxxxx.xxx; or (ii) posted on the Company’s behalf on an usual Internet or nonintranet website, if any, to which the Purchasers have access (whether a commercial, third-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change party website or whether sponsored by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementPrudential).

Financial Statements. TBS has delivered to MCSC true, complete, accurate True and correct complete copies of TBS's (a) the financial statements of the Acquired Company from inception until July 15, 2010 and the related balance sheets sheet, statement of income and statement of changes in equity; (b) the financial statements of PRMC as at December 31 in each of the years 2008 and 2009 and the related statements of income and retained earnings for the year ended December 31, 1996 years then ended; and for (c) the nine months ended September financial statements consisting of the balance sheet of the PRMC as at June 30, 19972010, and the related statements of income, income and retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods six-month period then ended. TBS has also delivered The financial statements referred to MCSC truein (a), complete, accurate (b) and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well (c) above collectively referred to as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company“Acquired Financial Statements”, Morgan Hill, Californiaall of which are included in the Seller Disclosure Schedule. The audited financial statements and the reviewed financial statements described above Acquired Financial Statements are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy correct and have been prepared in accordance with generally accepted accounting principles in the jurisdiction of its balance sheet their respective place of incorporation applied on a consistent basis throughout the periods involved, subject, in the case of interim financial statements, to normal and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 recurring year-end adjustments (the "Interim Financial Statements"effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the annual financial statements). The Annual Financial Statements and Interim Acquired Financial Statements are collectively based on the books and records of the Acquired Company and its Subsidiary, and fairly present the financial condition of the Acquired Company and its Subsidiary as of the respective dates they were prepared and the results of the operations of the Acquired Company and its Subsidiary for the periods indicated. The balance sheets of the Acquired Company as of July 15, 2010 and its Subsidiary as of June 30, 2010 are referred to herein as the "Financial Statements." The Financial Statements present fairly “Acquired Balance Sheet” and June 30, 2010 is referred to as the financial condition, results “Acquired Balance Sheet Date”. Each of operations, retained earnings the Acquired Company and changes in cash flows its Subsidiary maintains a standard system of TBS at such dates accounting established and for such periods administered in accordance with GAAP consistently applied during the periods indicated. The statements of income included generally accepted accounting principles in the Financial Statements do not contain any items jurisdiction of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course their respective place of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementincorporation.

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct copies of TBS's (a) The consolidated balance sheets for of the year ended December Borrower and its Consolidated Subsidiaries as at May 31, 1996 and for the nine months ended September 30, 1997, 2005 and the related consolidated statements of incomeoperations, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, changes in equity and cash flows for the month fiscal year ended October May 31, 1997 (2005, including the "Interim Financial Statements"). The Annual Financial Statements related notes, accompanied by the opinion and Interim Financial Statements are collectively referred report thereon of Deloitte & Touche LLP, independent public accountants, heretofore delivered to herein as the "Financial Statements." The Financial Statements Banks, present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods all material respects in accordance with GAAP consistently applied during generally accepted accounting principles (i) the periods indicatedconsolidated financial position of the Borrower and its Consolidated Subsidiaries as at the date of said balance sheets and (ii) the consolidated results of the operations of the Borrower and its Consolidated Subsidiaries for said fiscal year. The Borrower has no material liabilities (contingent or otherwise) of the type required to be disclosed in financial statements of income included or footnotes which are not disclosed by or reserved against in the Financial Statements do not contain any items of special most recent audited financial statements or non-recurring income or expense or any in the notes thereto other income not earned or expense not than (i) Indebtedness incurred and (ii) loan and guarantee commitments issued in each case by the Borrower in the ordinary course of business since the date of such financial statements. All such financial statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods, except as expressly specified disclosed therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements . The same representations as are or will set forth in this Section 4.02 shall be necessary deemed to have been made by the Borrower in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, most recent annual and quarterly financial statements of income the Borrower and cash flows within fifteen its Consolidated Subsidiaries (15except that the annual opinion and report of Deloitte & Touche LLP may be replaced by an opinion and report of another nationally recognized firm of independent public accountants) calendar days after furnished or required to be furnished to the end Banks prior to or at the time of the making of each month prior Loan hereunder, at the time the same are furnished or required to the Closing or termination of this Agreementbe furnished.

Financial Statements. TBS has delivered Prior to MCSC trueClosing, complete, accurate and correct copies of TBS's EmployUS shall obtain its audited balance sheets for the year ended December 31, 1996 and for the nine months ended September 30, 1997, sheet and the related audited statements of incomeoperations, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, stockholders’ equity and cash flows for the month ended October period from inception through December 31, 1997 (2012 together with the "Interim Financial Statements")notes to such statements and the opinion of Mxxxxx LLP, independent certified public accountants. All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. The Annual Financial Statements balance sheets are true and Interim Financial Statements accurate and present fairly as of their respective dates the financial condition of EmployUS. As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, EmployUS had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are collectively referred to herein as the "Financial Statements." The Financial Statements properly reported and present fairly the financial conditionvalue of the assets of EmployUS, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicatedgenerally accepted accounting principles. The statements of income included in operations, stockholders’ equity and cash flows reflect fairly the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will information required to be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified hereinset forth therein by generally accepted accounting principles. Except as described disclosed in Schedule 3.4, EmployUS has duly and punctually paid all Governmental fees and taxation which it has become liable to pay and has duly allowed for all taxation reasonably foreseeable and is under no liability to pay any penalty or interest in connection with any claim for governmental fees or taxation and EmployUS has made any and all proper declarations and returns for taxation purposes and all information contained in such declarations and returns is true and complete and full provision or reserves have been made in its financial statements for all Governmental fees and taxation. The books and records, financial and otherwise, of EmployUS are, in all material aspects, complete and correct and have been maintained in accordance with good business and accounting practices. All of EmployUS’ assets are reflected on such Financial Statements there its financial statements, and EmployUS has been no change by TBS in any method of accounting material liabilities, direct or keeping of its books of account indirect, matured or accounting practices for the thirty-three (33) month period ended on September 30unmatured, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing contingent or termination of this Agreementotherwise.

Financial Statements. TBS The Company has delivered to MCSC truefurnished each Purchaser of any Accepted Notes with the following financial statements, complete, accurate and correct copies identified by a principal financial officer of TBS's the Company: (i) consolidated balance sheets of the Company and its Subsidiaries as of the last day in each of the five fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated (other than fiscal years completed within 120 days prior to such date for the year ended December 31, 1996 which audited financial statements have not been released) and for the nine months ended September 30, 1997, and the related consolidated statements of income, retained earnings shareholders' equity and cash flows of the Company and its Subsidiaries for each such year, certified by Deloitte & Touche (or such other accounting firm as well may be reasonably acceptable to Prudential); and (ii) consolidated balance sheets of the Company and its Subsidiaries as at the notes thereto end of the quarterly period (if any) most recently completed prior to such date and with respect thereto after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 released) and the related comparable quarterly period in the preceding fiscal year and consolidated statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, stockholders' equity and cash flows of the Company and its Subsidiaries for the month ended October 31periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, 1997 in each case prepared by the Company. Such financial statements (the "Interim Financial Statements"including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods have been prepared in accordance with GAAP consistently applied during followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of income, shareholders' equity and cash flows fairly present the results of the operations and cash flows of the Company and its Subsidiaries for the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there There has been no material adverse change by TBS in any method the business, condition (financial or otherwise) or operations of accounting or keeping of the Company and its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after Subsidiaries taken as a whole since the end of each month prior to the Closing or termination of this Agreementmost recent fiscal year for which such audited financial statements have been furnished.

Financial Statements. TBS (a) The Company has delivered to MCSC true, complete, accurate the Series B3 Investors the unaudited consolidated balance sheet (the “Balance Sheet”) and correct copies of TBS's balance sheets for the year ended December 31, 1996 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, operations and cash flows for the month ended October Jifen as of and for year ending December 31, 1997 2016, and as of and for the 11-month period ended November 30, 2017 (the "Interim “Statement Date”) as included in Annex II of the Disclosure Schedule (collectively, the financial statements referred to above, the “Financial Statements"”). The Annual Financial Statements (a) have been prepared in accordance with the books and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements records of Domestic Companies, (b) fairly present fairly in all material respects the financial condition, condition and position of Domestic Companies as of the dates indicated therein and the results of operations, retained earnings operations and changes in cash flows of TBS at such dates Domestic Companies for the periods indicated therein, except in the case of unaudited financial statements for the omission of notes thereto and for such periods normal year-end audit adjustments that are not expected to be material, and (c) were prepared in accordance with GAAP consistently the applicable Accounting Standards applied during on a consistent basis throughout the periods indicatedinvolved. The statements All of income the accounts receivable owing to any of the Group Companies, including without limitation all accounts receivable set forth on the Financial Statements, constitute valid and enforceable claims and are current and collectible in the ordinary course of business, net of any reserves shown on the Financial Statements (which reserves are adequate and were calculated on a basis consistent with the Accounting Standards), and no further goods or services are required to be provided in order to complete the sales and to entitle the applicable Group Company to collect in full in respect of any such receivables. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any accounts receivable of any Group Company. 20 Share Purchase Agreement (b) Specifically, but not by way of limitation, the respective balance sheets included in the Financial Statements do not contain any items disclose all of special the Group Companies’ Indebtedness, Liability, whether due or non-recurring income or expense or any other income not earned or expense not incurred to become due, as of their respective dates to the extent such Indebtedness and Liabilities are required to be disclosed in accordance with the ordinary course of business except as expressly specified thereinAccounting Standards, and such each Group Company has good and marketable and unencumbered title to all assets set forth on the balance sheets of the respective Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreement.Statements

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct copies of TBS's (a) Included in the Schedules are the audited balance sheets of Prelude as of December 31, 2002 and 2001, and the related statement of operations, stockholder's equity (deficit), and cash flows for the fiscal year ended December 31, 1996 2002, and for 2001, including the nine months ended September notes thereto, and the accompanying report of AXXXXXX HXXXXX; independent certified public accountants. At or prior to the Closing Date, Prelude shall deliver the un-audited balance sheet of Prelude as of June 30, 19972003, and the related statements of incomeoperations, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earningsstockholders' equity (deficit), and cash flows for the month six months ended October June 30, 2003, together with the notes thereto and representations by the principal accounting and financial officer of Prelude to the effect that such financial statements contain all adjustments (all of which are normal recurring adjustments) necessary to present fairly the results of operations and financial position for the periods and as of the dates indicated and such financial statements shall not reflect any material changes since the December 31, 1997 (the "Interim Financial Statements")2002, financial statements. The Annual Financial Statements and Interim Financial Statements are collectively All documents referred to herein are available as public disclosure document pursuant to the Periodic Filing Requirements and as listed on the EXXXX system of the SEC. (b) The financial statements of Prelude delivered pursuant to Section 2.04(a) have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved as explained in the notes to such financial statements. The Prelude financial statements present fairly, in all material respects, as of their respective dates, the financial position of Prelude. Prelude did not have, as of the date of any such financial statements, except as and to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected therein in accordance with generally accepted accounting principles, and all assets reflected therein presently fairly the assets of Prelude in accordance with generally accepted accounting principles (c) Prelude has filed or will file as the "Financial Statements." The Financial Statements present fairly Closing Date all tax returns required to be filed by it from inception to the Closing Date. All such returns and reports are accurate and correct in all material respect. Prelude has no material liabilities with respect to the payment of any federal, state, county, local, or other taxes (including any deficiencies, interest, or penalties) accrued for or applicable to the period ended on the date of the most recent balance sheet of Prelude, except to the extent reflected on such balance sheet and all such dates and years and periods prior thereto and for which Prelude may at said date have been liable in its own right or as transferee of the assets of, or as successor to, any other corporation or entity, except for taxes accrued but not yet due and payable, and to the best knowledge of Prelude, no deficiency assessment or proposed adjustment of any such tax return is pending, proposed or contemplated. To the best knowledge of Prelude, none of such income tax returns has been examined or is currently being examined by the Internal Revenue Service and no deficiency assessment or proposed adjustment of any such return is pending, proposed or contemplated. Prelude has not made any election pursuant to the provisions of any applicable tax laws (other than elections that relate solely to methods of accounting, depreciation, or amortization) that would have a material adverse affect on Prelude, its financial condition, results of operationsits business as presently conducted or proposed to be conducted, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books respective properties or material assets. There are no outstanding agreements or waivers extending the statutory period of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue limitation applicable to provide to MCSC unaudited balance sheets, statements any tax return of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementPrelude.

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct copies The audited financial statements of TBS's balance sheets the Acquiring Fund for the fiscal year ended December 31, 1996 2005, have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied and for the nine months ended September 30, 1997, have been audited by Ernst & Young LLP. True and the related statements complete copies of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse furnished to WMVT. Such statements fairly reflect the financial condition and the results of operations of the Acquiring Fund as of such date and the results of operations and changes in net assets for the said periods then endedindicated, and there are no liabilities of the Acquiring Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. TBS has also delivered to MCSC trueThe unaudited financial statements of Acquiring Fund for the six months ended June 30, complete, accurate 2006 have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied by PVC. True and correct complete copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Companyfurnished to WMVT. Such statements fairly reflect the financial condition and the results of operations of the Acquiring Fund as of such date and the results of operations and changes in net assets for the periods indicated, Morgan Hilland there are no liabilities of the Acquiring Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. There are no liabilities of any Acquiring Fund, California. The audited whether actual or contingent and whether or not determined or determinable, other than liabilities disclosed or provided for in the financial statements and of the reviewed financial statements described above are Acquiring Fund referred hereto as to above, liabilities incurred in the "Annual Financial Statements." TBS has delivered ordinary course of business subsequent to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October December 31, 1997 (2005, liabilities previously disclosed to and accepted by WMVT and liabilities which in the "Interim Financial Statements"). The Annual Financial Statements aggregate have not been and Interim Financial Statements are collectively referred will not be materially adverse to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows business or assets of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementAcquiring Fund.

Financial Statements. TBS has delivered to MCSC trueExcept as set forth in Schedule 10.7, complete, accurate the consolidated audited financial statements of Limco and correct copies of TBS's balance sheets the Limco Subsidiaries for the fiscal year ended December October 31, 1996 and for 2004, consisting of the nine months ended September 30, 1997, consolidated balance sheet as of such date and the related statements of incomeoperations, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, changes in stockholders’ equity and cash flows for the month year then ended October 31, 1997 (the "Interim “Financial Statements"”). The Annual , which Financial Statements and Interim Financial Statements are collectively referred the opinion of Deloitte and Touche thereon dated February 8, 2005, have been furnished to herein Calavo, present fairly in all material respects, the financial position of Limco as of such date and the "results of operations and cash flows for the year then ended, in accordance with GAAP, applied on a consistent basis throughout such period. Except as set forth in Schedule 10.7, the Financial Statements." The Financial Statements present , and all accompanying exhibits and schedules were true complete and correct in all respects as of the dates thereof, were prepared in accordance with GAAP, applied on a consistent basis throughout such period, except as otherwise stated therein, and presented fairly the financial conditionposition as at the date of, and the results of operationsoperations for the periods covered by, retained earnings such statements of Limco and the Limco Subsidiaries. The unaudited consolidated and consolidating balance sheets and statements of income changes in stockholders equity and cash flows flow (the “Most Recent Financial Statements”) of TBS at Limco as of and for the months ending April 30, 2005 (“Most Recent Fiscal Month”) have not been prepared in accordance with GAAP, but nevertheless present fairly, in all material respects, the financial condition of Limco as of such dates date and the result of operations of Limco for such periods in accordance and are consistent with GAAP consistently applied during the periods indicatedbooks and records of Limco. The statements Limco’s management has disclosed, based on its most recent evaluation to Limco’s auditors and the audit committee of income included Limco’s Board of Directors, (i) all significant deficiencies in the Financial Statements do design or operation of internal control over financial reporting which are reasonably likely to adversely affect Limco’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not contain any items of special material, that involved management or non-recurring income or expense or any other income not earned or expense not incurred employees who have a significant role in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementLimco’s internal control over financial reporting.

Financial Statements. TBS Undisclosed Liabilities; Absence of Certain Changes or Events. TCI has delivered to MCSC true, complete, accurate Insight complete and correct copies of TBS's an unaudited balance sheets sheet for each TCI System as of December 31, 1997 and an unaudited statement of operations for the year ended December 31, 1996 1997 for each System, including all notes and for the nine months ended September 30, 1997, and the related statements Schedules thereto (all of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are notes being hereinafter referred hereto to as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim TCI's Financial Statements"). The Annual Financial Statements and Interim TCI's Financial Statements are collectively referred to herein as in accordance with the "Financial Statements." The Financial Statements books and records of TCI, were prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby, present fairly the financial condition, results condition of operations, retained earnings and changes in cash flows of TBS TCI with respect to the TCI Systems at such the dates and for such periods in accordance with GAAP consistently applied during the periods indicated, subject, in the case of unaudited TCI Financial Statements, only to standard year-end adjustments and the omission of footnotes. The statements unaudited balance sheets of income included in TCI as of December 31, 1997 are herein called the Financial Statements do "TCI Balance Sheets." At the date of the TCI Balance Sheets, TCI had no material liabilities with respect to the Systems required by GAAP to be reflected or reserved against therein that were not contain fully reflected or reserved against on the TCI Balance Sheets, other than liabilities as set forth on Schedule 6.10. Except as set forth on Schedule 6.10, since the date of the TCI Balance Sheets through the date of this Agreement: (x) TCI has not incurred any items of special obligation or non-recurring income liability (contingent or expense otherwise), except normal trade or any other income not earned or expense not business obligations incurred in the ordinary course of business except as expressly specified thereinbusiness, and such Financial Statements include all adjustments the performance of which will not, to TCI's Knowledge, individually or in the aggregate, have a material adverse effect on the financial condition of TCI or the results of operations of TCI or TCI's Cable Business; (including all normal recurring accruals for unusual or non-recurring itemsy) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no material adverse change by TBS in the TCI Assets comprising any method TCI System or in the business, condition, financial or otherwise, or liabilities of accounting TCI's Cable Business or keeping any TCI System and, to TCI's Knowledge, no fact or condition exists or is contemplated or threatened which would result in such a change in the future; and (z) TCI's Cable Business has been conducted only in the ordinary course of its books of account or accounting practices for business consistent with past practice. For the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination purpose of this Agreement, the impact of general economic conditions (including changes in capital and financial markets), governmental legislation and regulations and other events which affect the cable industry as a whole in the State of Indiana or the United States, shall not be considered in determining whether there has been a material adverse change in the business, condition, financial or otherwise or liabilities of TCI's Cable Business or any TCI System or the TCI Assets.

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct copies Schedule 3.3 sets forth (a) the unaudited financial statements of TBS's balance sheets the Newspaper for the fiscal year ended December 31, 1996 2006 and (b) unaudited financial statements for the nine months ended September 30period through March 4, 1997, and 2007 (the related statements of income, retained earnings and cash flows as well as “Balance Sheet Date”) (the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements referred to in clauses (a) and the reviewed financial statements described above are referred hereto as the "Annual (b) being “Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"”). The Annual Financial Statements representations and Interim Financial Statements warranties in this Section 3.3 are collectively referred to herein as qualified by the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included pro forma adjustments which were made in the Financial Statements do not contain any items pursuant to adjustments shown on Schedule 3.3 furnished to Buyer, including: (x) pension plan expense was eliminated, (y) newsprint expense was adjusted to approximate market price, and (z) intercompany allocations for the Sellers News Service have been eliminated. The Financial Statements fairly present in all material respects the financial position of special the Newspaper and the results of operations of the Newspaper as at and for the periods covered thereby and have been prepared in conformity with Sellers historical accounting practices which reflect accrual basis accounting and are in accordance with generally accepted accounting principles, except as otherwise noted therein or non-recurring income or expense or any other income not earned or expense not incurred as set forth on Schedule 1.6(c). No material adjustments of the Financial Statements are required for a fair presentation of the results of operations and financial position of the Newspaper on an accrual basis. Except as set forth on Schedule 3.3, the Financial Statements are correct and complete in accordance with the books and records regularly maintained by the Newspaper which reflect accrual basis accounting. The Financial Statements fairly present the results of operations and financial position of the Newspaper as of the dates and for the periods set forth therein. Sellers shall deliver on the Closing Date to Buyer a schedule of the Newspaper’s outstanding accounts receivable as of the Closing Date. All such accounts receivable have arisen in the ordinary course of business except as expressly specified thereinand represent bona fide indebtedness incurred by the applicable account debtor and have been properly adjusted for bankrupt and other uncollectible accounts. Assuming reasonable collection efforts by Buyer, and Sellers have no reason to believe that such Financial Statements include all adjustments accounts receivable would not be collectible (including all normal recurring accruals net of Sellers reserves for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary uncollectible receivables established by Sellers in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping the ordinary course of its books business consistent with past practice). Sellers make no representations, however, about the future business or financial prospects of account or accounting practices the Newspaper for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementBuyer’s intended purposes.

Financial Statements. TBS has delivered to MCSC true, complete, accurate Schedule 4.4 includes correct and correct complete copies of TBS's audited financial statements consisting of the balance sheets for of the year ended December 31Business as of September 30, 1996 and for the nine months ended September 30, 1997, 1997 and the related statements statement of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets income for the years ended December 31then ended, 1995 all of which are audited by BDO Xxxxxxx (collectively, the "Audited Financial Statements") and 1994 unaudited financial statements consisting of the balance sheet of the Business as of June 30, 1998 and the related statements statement of incomeincome for the nine-month period then ended, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been both of which are reviewed by Xxxxx & CompanyBDO Xxxxxxx (collectively, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements" and together with the Audited Financial Statements, the "Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively in all material respects consistent with the books and records of the Business and there are no material transactions required by GAAP, applied on a consistent basis, to be recorded in accounting records that have not been recorded in the accounting records underlying such Financial Statements. The Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly the financial position and assets and liabilities of the Business as of the dates thereof and the results of its operations for the periods then ended, subject to normal year-end adjustments and the absence of notes in the case of the Interim Financial Statements. There is an allocation of costs to the Business from the Selling Entities, or from the Business to the Selling Entities in the Audited Financial Statements. The allocation of costs is reflected as a management fee in the statement of operations and deficit. The Selling Entities warrant that there is no other allocation of cost to the Business from the Selling Entities, or from the Business to the Selling Entities. The balance sheet as of September 30, 1997 that is included in the Financial Statements is referred to herein as the "Financial StatementsBalance Sheet" and the date thereof is referred to as the "Balance Sheet Date." The Financial Statements present fairly the financial conditionbalance sheet as of June 30, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income 1998 that is included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred is referred to herein as the "Interim Balance Sheet" and the date thereof is referred to as the "Interim Balance Sheet Date." The Country Tonight Theater in the ordinary course of business except as expressly specified thereinBranson, and such Financial Statements include all adjustments (including all normal recurring accruals Missouri will produce $6 million total gross revenue for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementyear 1998.

Financial Statements. TBS has delivered Throughout the Term of this Lease, Tenant shall prepare and deliver to MCSC trueLandlord at or prior to the end of each month during the Term hereof, complete, accurate a profit and correct copies loss statement and operating balance sheet showing the results of TBS's balance sheets the operation of the Premises for the year ended December 31, 1996 immediately preceding month and for the nine months ended September 30calendar year to date. Tenant shall provide Landlord with a complete financial statement which shall be delivered prior to the end of the next following month, 1997in the form customarily provided in the industry and approved in advance by the Landlord, and which shall: (a) be taken from the related books and records maintained by Tenant and its manager in the form specified herein; (b) follow the general form set forth in the Uniform System of Accounts; and (c) indicate variances from budgeted results for each line item against the approved budget for the Premises for such calendar year. The aforesaid profit and loss statement, operating balance sheet and financial statements shall be accompanied by an Officer's Certificate which, for purposes hereof shall mean a Certificate of incomeany Officer of Tenant (or such Officer's designee), retained earnings and cash flows as well as the notes thereto and with respect thereto duly authorized, which such Officer shall certify (a) that such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods properly prepared in accordance with GAAP consistently applied during and the periods indicated. The statements Uniform System of income included Accounts and are true, correct and complete in all material respects and fairly present the Financial Statements do not contain any items consolidated financial condition of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course Tenant at and as of business except as expressly specified thereinthe dates thereof and the results of its operations for the period covered thereby, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring itemsb) considered necessary for a fair presentation, that no Event of Default has occurred and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified hereinis continuing hereunder. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three Tenant shall deliver to Landlord within ninety (3390) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior calendar year, a profit and loss statement, balance sheet and statement of cash flow certified by an independent certified public account who is actively engaged in the practice of his professional and who is acceptable to Landlord (which statement shall also be certified by an officer or partner in Tenant) together with copies of all reports and communications furnished to Tenant's manager, showing results from the operation of the Premises during such calendar year, and reasons for material variations from the approved budget for such year. Tenant shall also deliver to Landlord at any time and from time to time, upon not less than twenty (20) days notice from Landlord, any financial statements or other financial reporting information required to be filed by Landlord with the Securities and Exchange Commission or any other governmental authority or required pursuant to any order issued by any court, governmental authority or arbitrator in any litigation to which Landlord is a party for purposes of compliance therewith. Any disputes concerning the contents of such statements or any accounting matter thereunder shall be determined by the approved independent certified public account providing such statement. The financial statements required herein are in addition to the Closing or termination of this Agreementstatement required under Section 4.3 hereof.

Financial Statements. TBS Company has previously delivered to MCSC true, complete, accurate Commerce and correct Sub copies of TBS's balance sheets for the year ended consolidated statements of financial condition of Company and its Subsidiaries, as of December 31, 1996 and 2005 for the nine months ended September 30, 1997fiscal years 2004 and 2005, and the related consolidated statements of incomeoperations, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC truecomprehensive income (loss), complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, stockholders' equity and cash flows for the month ended October 31fiscal years 2004 through 2005, 1997 inclusive, in each case accompanied by the report of Xxxxx Xxxxxx and Company LLC, independent auditors with respect to Company (the consolidated financial statements of Company and its Subsidiaries referred to in this clause being hereinafter sometimes referred to as the "Interim Company Consolidated Financial Statements"). The Annual Company Consolidated Financial Statements and Interim Financial Statements are collectively referred to herein as fairly present, in all material respects, the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings the consolidated operations and changes in cash flows stockholders' equity and consolidated financial condition of TBS at such Company and its Subsidiaries for the respective fiscal periods or as of the respective dates and for such periods therein set forth. Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, the Company Consolidated Financial Statements have been prepared, in accordance with GAAP United States generally accepted accounting principles ("GAAP") consistently applied during the periods indicatedinvolved, except in each case as indicated in such statements or in the notes thereto. The statements Except as set forth in Section 3.1(d) of income the Company Disclosure Schedule, the books and records of Company and its Subsidiaries have been, and are being, maintained where required in accordance with GAAP and any other applicable legal and accounting requirements and, where such books and records purport to reflect any transactions, the transactions so reflected are actual transactions. To the knowledge of the Company, Company has no material liabilities or obligations of a type which would be included in the Financial Statements do not contain any items of special a balance sheet prepared in accordance with GAAP whether related to tax or non-recurring income tax matters, accrued or expense contingent, due or any other income not earned yet due, liquidated or expense not unliquidated, or otherwise, except as and to the extent disclosed or reflected in the balance sheet of Company as of December 31, 2005, or incurred since December 31, 2005, in the ordinary course of business except as expressly specified thereinbusiness. From December 31, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation2005 until the date hereof, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no material adverse change by TBS in any method the financial condition, properties, assets, liabilities, rights or business of accounting Company or keeping Company's Subsidiaries, or in the relationship of Company and its books of account Subsidiaries, or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing knowledge of the Company, with respect to its employees, creditors, suppliers, customers or termination of this Agreementothers with whom it has business relationships to the extent such change would result in a Material Adverse Effect.

Financial Statements. TBS has delivered SiTech shall prepare and deliver to MCSC trueMentor (i) annually, complete, accurate and correct copies of TBS's balance sheets for the year ended December 31, 1996 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, income and cash flows of SiTech at and for each fiscal year beginning with the month ended October 31year in which the Effective Date occurs and ending with the year immediately prior to the year in which the Option Notice is delivered (the "Financial Statements"); (ii) quarterly, 1997 the unaudited balance sheet and related statements of income and cash flows of SiTech for each quarter of each fiscal year beginning with the year in which the Effective Date occurs and ending with the quarterly period next preceding the date of the Option Notice (the "Interim Financial Statements"); and (iii) at Mentor's written request, audited Financial Statements for any fiscal year beginning with the year in which the Effective Date occurs and for the period beginning with the beginning of the fiscal year in which the Option Notice is given and ending on the date of the Option Notice (the "Audited Financial Statements"). The Annual As of the Closing, the internal books and records of SiTech from which the Financial Statements, the Interim Financial Statements and the Audited Financial Statements are prepared will not contain any information which is false or misleading. All Financial Statements, Interim Financial Statements are collectively referred to herein as the "Financial Statements." The and Audited Financial Statements (i) will be prepared in accordance with such books and records; (ii) will be prepared in accordance with SiTech's accounting policies and principles, and will be in accordance with generally accepted accounting principles consistently applied ("GAAP"); and (iii) will present fairly the SiTech's financial condition, position and results of operations, retained earnings and changes in cash flows of TBS operations at such the dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified reflected therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreement.

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the year ended The December 31, 1996 2001 and for the nine months ended September 30, 1997, 2002 consolidated financial statements of the Borrower and its Subsidiaries heretofore delivered to the Lenders were prepared in accordance with Agreement Accounting Principles in effect on the date such statements were prepared and fairly present the consolidated financial condition and operations of the Borrower and its Subsidiaries at such date and the related statements consolidated results of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse their operations for the said periods period then ended. TBS has also The March 31, 2002 consolidated pro forma financial statements of FASCO heretofore delivered to MCSC truethe Lenders were prepared as special purpose audits in accordance with generally accepted accounting principles in effect on the date such statements were prepared and, completesubject to the assumptions stated therein, accurate fairly present the consolidated financial condition and correct copies operations of TBS's balance sheets FASCO at such date and the consolidated results of their operations for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, Californiaperiod then ended. The audited financial statements and the reviewed financial statements described above Opening Pro Forma Statements are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy in all material respects and fairly represent pro forma financial condition and operations of the Borrower and its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods Subsidiaries on a consolidated basis in accordance with GAAP consistently applied during generally accepted accounting principles in effect on the periods indicateddate such statements were prepared and after giving effect on a pro forma basis to (i) the consummation of the FASCO Acquisition, (ii) the Advances to be made hereunder and the use of proceeds thereof, (iii) the payment of fees and expenses in connection with the foregoing and (iv) the other transactions contemplated by the FASCO Acquisition and the FASCO Acquisition Documents. The Opening Projections are based on good faith estimates and assumptions made by the management of the Borrower, and there are no statements of income included or conclusions in the Financial Statements do not contain any items Opening Projections which are based upon or include information known to the Borrower to be misleading or which fail to take into account material information regarding the matters reported therein. On the date of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course initial Advance hereunder and on the date of business except as expressly specified thereinthe consummation of the FASCO Acquisition, the Borrower believes that the Opening Projections are reasonable and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentationattainable, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS it being understood that uncertainty is inherent in any method of accounting forecasts or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementprojections.

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct copies of TBS's (a) The consolidated balance sheets for of the year ended December Borrower and its Consolidated Subsidiaries as at May 31, 1996 and for the nine months ended September 30, 1997, 2008 and the related consolidated statements of incomeoperations, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, changes in equity and cash flows for the month fiscal year ended October May 31, 1997 (2008, including the "Interim Financial Statements"). The Annual Financial Statements related notes, accompanied by the opinion and Interim Financial Statements are collectively referred report thereon of Deloitte & Touche LLP, independent public accountants, heretofore delivered to herein as the "Financial Statements." The Financial Statements Banks, present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods all material respects in accordance with GAAP consistently applied during generally accepted accounting principles (i) the periods indicatedconsolidated financial position of the Borrower and its Consolidated Subsidiaries as at the date of said balance sheets and (ii) the consolidated results of the operations of the Borrower and its Consolidated Subsidiaries for said fiscal year. The Borrower has no material liabilities (contingent or otherwise) of the type required to be disclosed in financial statements of income included or footnotes which are not disclosed by or reserved against in the Financial Statements do not contain any items of special most recent audited financial statements or non-recurring income or expense or any in the notes thereto other income not earned or expense not than (i) Indebtedness incurred and (ii) loan and guarantee commitments issued in each case by the Borrower in the ordinary course of business since the date of such financial statements. All such financial statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods, except as expressly specified disclosed therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements . The same representations as are or will set forth in this Section 4.02 shall be necessary deemed to have been made by the Borrower in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, most recent annual and quarterly financial statements of income the Borrower and cash flows within fifteen its Consolidated Subsidiaries (15except that the annual opinion and report of Deloitte & Touche LLP may be replaced by an opinion and report of another nationally recognized firm of independent public accountants) calendar days after furnished or required to be furnished to the end Banks prior to or at the time of the making of each month prior Loan hereunder, at the time the same are furnished or required to the Closing or termination of this Agreementbe furnished.

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct copies of TBS's (a) All such financial statements have been prepared In accordance with generally accepted accounting principles consistently applied throughout the periods involved. The PRAESIDIUM balance sheets for present fairly as of their respective dates the year ended December 31financial condition of PRAESIDIUM. As of the date of such balance sheets, 1996 except as and for to the nine months ended September 30extent reflected or reserved against therein, 1997, and PRAESIDIUM had no liabilities or obligations (absolute or contingent) which should be reflected In the related statements of income, retained earnings and cash flows as well as balance sheets or the notes thereto and prepared in accordance with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earningsgenerally accepted accounting principles, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements all assets reflected therein are properly reported and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial conditionvalue of the assets of PRAESIDIUM, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicatedgenerally accepted accounting principles. The statements of operations, stockholders' equity end cash flows reflect fairly the information required to be set forth therein by generally accepted accounting principles. (b) PRAESIDIUM has no liabilities with respect to the payment of any taxes (including any deficiencies, interest or penalties). (c) PRAESIDIUM has timely filed all local income included and/or franchise tax returns required to be filed by it from inception to the date hereof. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the Financial Statements do not contain any items aggregate, are immaterial. (d) The books and records, financial and otherwise, of special or non-recurring income or expense or any other income not earned or expense not incurred PRAESIDIUM are in the ordinary course all material aspects complete and correct and have been maintained in accordance with good business end accounting practices. (e) All of business except as expressly specified thereinPRAESIDIUM's assets are reflected on Its financial statements, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring natureand, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS set forth in any method of accounting the PRAESIDIUM Schedules or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, financial statements of income and cash flows within fifteen (15) calendar days after PRAESIDIUM or the end of each month prior to the Closing notes thereto, PRAESIDIUM has no material liabilities, direct or termination of this Agreement.indirect, matured or unmatured, contingent or otherwise. Section 2.05

Financial Statements. TBS (a) Seller has delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets furnished with the Securities Exchange Commission (the “SEC”) audited consolidated financial statements for the year ended December 31, 1996 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the fiscal years ended December 31, 1995 2012 (the “2012 Financial Statements”) and 1994 December 31, 2011 and has furnished with the related SEC unaudited consolidated financial statements for the six months ended June 30, 2013 (the “June 30 Financial Statements”), each of incomewhich include segment reporting for the Devices & Services business segment (together with the 2012 Financial Statements, retained earnings the “SEC Financial Statements”). The June 30 Financial Statements do not include all of the information and cash flowsnotes required for complete financial statements. All adjustments, as well as consisting of normal recurring items, necessary to state fairly the notes thereto and with respect thereto such statements results of the interim periods have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and included in the reviewed financial statements described above are referred hereto as the "Annual June 30 Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy . Attached as Section 3.7 of its the Seller Disclosure Letter are the unaudited pro forma carve-out balance sheet and related statements statement of income, retained earnings, and cash flows income for the month ended October 31Devices & Services Business as at June 30, 1997 2013 after giving effect to the transactions contemplated by this Agreement (the "Interim “Pro Forma Financial Statements"”). The Annual SEC Financial Statements, solely as they relate to the Devices & Services business segment, present fairly in all material respects the financial position and results of operations of the Devices & Services business segment, and have been prepared in accordance with IFRS applied on a consistent basis (other than customary exclusions for the June 30 Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." described therein). The Pro Forma Financial Statements present fairly in all material respects the financial condition, position and results of operationsoperations of the Transferred Subsidiaries, retained earnings Purchased Assets and changes in cash flows of TBS at such dates Assumed Liabilities, and for such periods have been prepared on a consistent basis with and in accordance with GAAP consistently applied during the periods indicatedAccounting Principles. The statements of income included Devices & Services Business is not subject to any liabilities required by the Accounting Principles to be set forth on the Pro Forma Financial Statements, except for liabilities (i) disclosed in the Pro Forma Financial Statements do not contain any items or notes hereto, (ii) disclosed in the Seller Disclosure Letter, (iii) incurred in connection with or contemplated by this Agreement or the transactions contemplated hereby, (iv) incurred after the date of special or non-recurring income or expense or any other income not earned or expense not incurred the Pro Forma Financial Statements in the ordinary course of business except as expressly specified thereinbusiness, and such Financial Statements include all adjustments or (including all normal recurring accruals for unusual or non-recurring itemsv) considered necessary for a fair presentation, and no adjustments or restatements are or will that would not be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior material to the Closing or termination of this AgreementDevices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole.

Financial Statements. TBS Ventures has delivered to MCSC true, complete, accurate and correct copies of TBS's Purchaser (a) the consolidated balance sheets for the year ended of Ventures as of December 31, 1997, 1996 and for the nine months ended September 30, 1997, 1995 and the related consolidated statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, stockholders' equity and cash flows for the month ended October 31years then ended, 1997 accompanied in each case by the opinion thereon of KPMG Peat Marwick LLP, independent public accountants, and (b) the unaudited consolidated balance sheet of Ventures (the "Interim Unaudited Balance Sheet") as of August 31, 1998 (the "Balance Sheet Date") and the related unaudited consolidated statements of income, stockholders' equity and cash flows for the eight months then ended (such financial statements, including the notes thereto, hereinafter being referred to as the "Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein attached hereto as Schedule 2.8. All of the "Financial Statements." The Financial Statements present fairly have been prepared from the financial condition, results books and records of operations, retained earnings Ventures and changes in cash flows of TBS at such dates and for such periods have been prepared in accordance with GAAP consistently applied during and present fairly in all material respects the consolidated financial position of Ventures as of the dates thereof and the consolidated results of its operations for the periods indicated. The then ended, except that the unaudited financial statements of income included in the Financial Statements were prepared on an interim basis, are subject to normal year-end adjustments and do not contain all the footnote disclosures required by GAAP consistently applied. None of the Wired Companies has any items debts, obligations, guaranties of special the obligations of others or non-recurring income liabilities of the type required to be disclosed in a balance sheet prepared in accordance with GAAP or expense the notes thereto, except for (a) debts, obligations, guaranties and liabilities reflected or reserved against in the Unaudited Balance Sheet, (b) debts, obligations, guaranties and liabilities referred to in this Agreement or any of the Schedules hereto or in any of the documents or other income not earned materials identified in the Schedules hereto (excluding obligations or expense not liabilities arising from the breach or violation of the documents or other materials identified in the Schedules, unless such obligations or liabilities are specifically identified in the Schedules), (c) debts, obligations, guaranties and liabilities incurred or entered into in the ordinary course of business except as expressly specified thereinafter the Balance Sheet Date, and such Financial Statements include all adjustments (d) debts, obligations and liabilities directly or indirectly relating to this Agreement and the other agreements and instruments being executed and delivered in connection herewith and the transactions referred to herein and therein (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentationobligations to pay legal, accounting and no adjustments or restatements are or will be necessary investment banker fees and other amounts in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementconnection therewith).

Financial Statements. TBS The LLC has delivered to MCSC trueOnHealth an unaudited balance sheet as of September 30 1999, complete, accurate and correct copies the related unaudited statement of TBS's balance sheets for the year ended December 31, 1996 and income for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto 1999 included in Schedule 2.3.6 hereto (such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered balance sheet is referred to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial StatementsLLC FINANCIAL STATEMENT"). The Annual Such LLC Financial Statements and Interim Financial Statements Statement: (i) are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the books and records of the LLC, (ii) present fairly, in all material respects, the financial position of the LLC as of the date indicated and the results of its operations for each of the periods indicated. The statements of income included , and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied except (a) the unaudited Financial Statements do not contain footnotes, and (b) as described in the LLC Disclosure Schedule. There are no material off-balance sheet liabilities, claims or obligations of any items nature, whether accrued, absolute, contingent, anticipated, or otherwise, whether due or to become due, that are not shown or provided for either in the Financial Statements or the LLC Disclosure Schedule. The liabilities of special or non-recurring income or expense or any other income not earned or expense not the LLC were incurred in the ordinary course of the LLC's business except as expressly specified thereinotherwise indicated in the LLC Disclosure Schedule. The "PRO FORMA CLOSING BALANCE SHEET" included in Schedule 2.3.6 sets forth, based on reasonable assumptions relating to the operation of the business conducted by the LLC, the projected Balance Sheet as of the estimated Closing Date. A "FINAL PRO FORMA CLOSING BALANCE SHEET" will be prepared, and any updates or revisions of such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or statement will be necessary prepared, on a basis consistent with the Financial Statement (with the proviso that the Pro Forma Closing Balance Sheets shall not be reviewed in respect accordance with applicable standards of any items the American Institute of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33Certified Public Accountants) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementSchedule 2.3.6.

Financial Statements. TBS has delivered (a) Attached as Schedule 5.8 to MCSC truethe Company Disclosure Schedules will be two sets of the Company’s and the Company Subsidiaries’ audited combined financial statements, completeincluding, accurate in each case, the notes thereto (the “Company Audited Financial Statements”). The Company Audited Financial Statements (i) are in accordance with the books and correct copies records of TBS's balance sheets the Acquired Companies; (ii) present fairly the financial condition and the results of operations, changes in stockholder’s equity and cash flow of the Acquired Companies for the periods therein specified; and (iii) one set shall have been prepared in accordance with Hong Kong GAAP for the year ended 31 December 31, 1996 2004 and the other set shall have been prepared in accordance with US GAAP for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the two years ended 31 December 31, 1995 2003 and 1994 and 2004 applied on a consistent basis during the related statements periods concerned. Also attached as Schedule 5.8 (as may be updated after the execution of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto this Agreement but prior to Closing) shall be such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited unaudited interim financial statements and the reviewed such pro-forma combined financial statements described above are referred hereto as the "Annual may be required pursuant to applicable SEC regulations (“Company Unaudited Financial Statements." TBS has delivered ”). Specifically, but not by way of limitation, the Company audited balance sheets included in the Company Audited Financial Statements disclose all of the debts, liabilities and obligations of any nature (whether absolute, accrued, contingent or otherwise and whether due or to MCSC become due) of the Acquired Companies for the periods therein specified which must be disclosed on a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements")in accordance with US GAAP. The Annual Company Audited Financial Statements and Interim the Company Unaudited Financial Statements are collectively referred to herein as shall reflect the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings advertising and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of media network business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change segment undertaken by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month Shareholder prior to the Closing or termination establishment of this Agreementthe Company Subsidiaries. The Company Audited Financial Statements will fairly contain the costs associated with operating the Company Subsidiaries and will have such costs allocated as required under US GAAP and Hong Kong GAAP for “carve out” financial statements.

Financial Statements. TBS Parent has delivered to MCSC true, complete, accurate filed with the SEC true and correct copies of TBS's the audited consolidated balance sheets for the year ended December 31, 1996 of Parent and for the nine months ended September its consolidated subsidiaries as of June 30, 19972007 and June 30, 2008, and the related consolidated statements of income, retained earnings operations and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, stockholders’ equity and cash flows for the month year then ended October 31and for the period from June 30, 1997 2006 through June 30, 2008, including footnotes thereto, audited by BDO Sxxxxxx, LLP, registered independent public accountants (the "Interim “Parent Financial Statements"”). The Annual Parent Financial Statements (i) were prepared in accordance with U.S. GAAP; (ii) fairly and accurately present the Parent’s financial condition and the results of its operations as of their respective dates and for the periods then ended, in all material respects; (iii) contain and reflect all necessary adjustments and accruals for a fair presentation of Parent’s financial condition as of their dates, in all material respects; and (iv) contain and reflect adequate provisions for all reasonably anticipated liabilities for all material income, property, sales, payroll or other Taxes applicable to Parent with respect to the periods then ended. Parent has heretofore delivered to the Company complete and accurate copies of all “management letters” received by it from Parent’s accountants and all responses during the last three years by lawyers engaged by Parent to inquiries from Parent’s accountant or any predecessor accountants. Except as specifically disclosed or as reflected in the Parent SEC Documents, reflected or fully reserved against in the Parent Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results for liabilities and obligations of operations, retained earnings a similar nature and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not similar amounts incurred in the ordinary course of business except as expressly specified thereinsince the date of the Parent Financial Statements, there are no liabilities, debts or obligations of any nature (whether accrued, absolute, contingent, liquidated or unliquidated, unasserted or otherwise) relating to the Parent. All debts and such liabilities, fixed or contingent, which should be included under U.S. GAAP on an accrual basis on the Parent Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementincluded therein.

Financial Statements. TBS has delivered to MCSC trueThe audited financial statements of the Acquiring Fund for the fiscal year ended October 31, complete2005, accurate have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied and correct have been audited by Ernst & Young LLP. True and complete copies of TBS's balance sheets for the year ended December 31, 1996 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse furnished to WM II. Such statemenxx xxxrly reflect the financial condition and the results of operations of the Acquiring Fund as of such date and the results of operations and changes in net assets for the said periods then endedindicated, and there are no liabilities of the Acquiring Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. TBS has also delivered to MCSC trueThe unaudited financial statements of Acquiring Fund for the six months ended April 30, complete, accurate 2006 have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied by PIF. True and correct complete copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Companyfurnished to WM II. Such statemenxx xxxrly reflect the financial condition and the results of operations of the Acquiring Fund as of such date and the results of operations and changes in net assets for the periods indicated, Morgan Hilland there are no liabilities of the Acquiring Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. There are no liabilities of any Acquiring Fund, California. The audited whether actual or contingent and whether or not determined or determinable, other than liabilities disclosed or provided for in the financial statements and of the reviewed financial statements described above are Acquiring Fund referred hereto as to above, liabilities incurred in the "Annual Financial Statements." TBS has delivered ordinary course of business subsequent to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (2005, liabilities previously disclosed to and accepted by WM II and liabilitiex xxxch in the "Interim Financial Statements"). The Annual Financial Statements aggregate have not been and Interim Financial Statements are collectively referred will not be materially adverse to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows business or assets of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementAcquiring Fund.

Financial Statements. TBS Bay Banks has delivered made available to MCSC true, complete, accurate and correct copies of TBS's Virginia BanCorp (a) its audited consolidated balance sheets for the year ended (including related notes and schedules) as of December 31, 1996 2015, and for the nine months ended September 30December 31, 19972014, and the related consolidated statements of income, retained earnings changes in shareholders’ equity, and cash flows as well as (including related notes and schedules, if any) for each of the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the two fiscal years ended December 31, 1995 2015 and 1994 2014, and (b) the related unaudited consolidated balance sheets and income statements of incomeBay Banks as of, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Companyto the six months ended June 30, Morgan Hill, California. The audited financial statements and 2016 (the reviewed financial statements described above are referred hereto as the "Annual “Bay Banks Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"”). The Annual Bay Banks Financial Statements (i) have been prepared from, and Interim Financial Statements are collectively referred to herein as in accordance with the "Financial Statements." The Financial Statements books and records of Bay Banks, (ii) fairly present fairly in all material respects the financial condition, consolidated results of operations, retained earnings and cash flows, changes in cash flows shareholders’ equity and consolidated financial position of TBS at such Bay Banks for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and for such periods amount), and (iii) have been prepared in accordance with GAAP consistently applied during the periods indicatedinvolved, except, in each case, as indicated in such statements or in the notes thereto. The statements books and records of income included Bay Banks have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Xxxxx Xxxxxx Xxxxxxx, LLP has served as independent registered public accountant for Bay Banks for 2015 and 2014; such firm has not resigned or been dismissed as independent public accountants of Bay Banks as a result of or in connection with any disagreements with Bay Banks on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. Bay Banks has no material liability of any nature whatsoever (whether absolute, accrued, contingent, or otherwise and whether due or to become due) required under GAAP to be set forth on a balance sheet or in the notes thereto, except for (i) those liabilities that are reflected or reserved against on the Bay Banks Financial Statements do not contain (including any items of special or non-recurring income or expense or any other income not earned or expense not notes thereto), (ii) liabilities incurred in the ordinary course of business except as expressly specified thereinconsistent with past practice since June 30, 2016, including, without limitation, all letters of credit and such Financial Statements include all adjustments unfunded loan commitments or credit lines, or (iii) liabilities incurred since June 30, 2016, in connection with this Agreement and the transactions contemplated hereby. Neither Bay Banks nor Bank of Lancaster or any director, officer, auditor, accountant or representative of Bay Banks or Bank of Lancaster has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Bay Banks or Bank of Lancaster or their respective internal accounting controls, including all normal recurring accruals for unusual any material complaint, allegation, assertion or non-recurring items) considered necessary for a fair presentationclaim that Bay Banks or Bank of Lancaster has engaged in questionable accounting or auditing practices, and no adjustments attorney representing Bay Banks or restatements are Bank of Lancaster, whether or will be necessary in respect not employed by Bay Banks or Bank of Lancaster, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account officers, directors, employees or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior agents to the Closing Bay Banks Board or termination any committee thereof or to any director or officer of this AgreementBank of Lancaster. Bay Banks has accurately accounted for each loan participation interest that it has sold as a sale under Topic 860 Amendment to the Accounting Standards Update No. 2009-16 (formerly FASB Statement No. 166, “Accounting for Transfers of Financial Assets”).

Financial Statements. TBS has delivered to MCSC Attached hereto as SCHEDULE 6.D. (and except as described therein) are true, complete, accurate correct and correct complete copies of TBS(i) AFC's audited financial statements (including balance sheets sheet, statement of operations and statement of cash flows) for its fiscal year ending December 31, 2000, December 30, 2001 (collectively, the "AFC Financial Statements") and (ii) the Companies' unaudited financial statements for the year ended ending December 3129, 1996 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 2002 (the "Interim Current Company Financial Statements"). The Annual Except to the extent described on SCHEDULE 6.D, the AFC Financial Statements and Interim the Current Company Financial Statements are collectively referred to herein as (collectively, the "Financial Statements." The Financial Statements ") are in accordance with the books and records of AFC, are (1) complete and correct in all material respects and fairly present fairly in all material respects the financial condition, position and results of operations, retained earnings operations of the Companies as of their respective dates and changes in the results of operations and the cash flows of TBS at such dates and the Companies for such the periods presented therein, (2) prepared in accordance with GAAP consistently applied on a consistent basis during the periods indicated. The statements of income included involved (except as otherwise stated in the Financial Statements do and with respect to Current Company Financial Statements, except for the absence of footnotes and subject to normal, recurring adjustments), and (3) comply as to form, as of their respective dates, in all material respects with applicable accounting requirements of the Financial Accounting Standards Board and other authoritative accounting or regulatory organizations with respect thereto. Except to the extent described on SCHEDULE 6.D, since the date of the Current Company Financial Statements, there has not contain been any items change in the assets, liabilities, financial condition or operations of special any of the Companies from that reflected in the Current Company Financial Statements which results in an increase in liabilities or non-recurring income obligations of any Company in excess of $50,000. Except to the extent reflected or expense reserved against or noted in the Current Company Financial Statements or otherwise disclosed on SCHEDULE 6.D., none of the Companies had, as of such date, any other income not earned material liabilities or expense not obligations of any nature, whether accrued, absolute, contingent, determined, determinable or otherwise, and to AFC's Knowledge, there exists no condition, situation or set of circumstances that could reasonably be expected to result in any liability or obligation incurred after the Acquisition Date, including without limitation tax liabilities, whether incurred in respect to or measured by such Company's income for any period after the ordinary course Acquisition Date and prior to the date of business except as expressly specified thereinsuch Current Company Financial Statements, or arising out of transactions entered into, or events occurring between the Acquisition Date and the date of such Current Company Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified hereinStatement. Except as described on such SCHEDULE 6.d., there exists no basis for the assertion against SCC or any Subsidiary, as of the date hereof or as of the date of the Current Company Financial Statements there has been no change by TBS Statements, of any material liability of a nature requiring financial statement disclosure under GAAP that is not fully reflected or reserved against or noted in any method the Current Company Financial Statements. Each of the Restated Financial Statements, the Company Audited Financial Statements, and the Closing Financial Statements, on the date of delivery to Purchaser, will be (1) complete and correct in all material respects, and will fairly present in all material respects the financial positions and results of operations of the Companies as of their respective dates and the result of operations and the cash flows of the Companies for the periods presented therein, (2) prepared in accordance with GAAP applied on a consistent basis during the periods involved, and (3) comply as to form, as of their respective dates, in all material respects with applicable accounting requirements of the Financial Accounting Standards Board and other authoritative accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementregulatory organizations with respect thereto.

Financial Statements. TBS has The Company and the Shareholder have delivered to MCSC true, complete, accurate and correct copies of TBSthe Buyer (1) the Company's unqualified audited year-end balance sheets for the year ended at December 31, 1996 1995, 1994 and for the nine months ended September 301993, 1997, and the (2) its related unqualified audited statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, income and cash flows for the month ended October fiscal years then ended, and (3) all related notes and schedules, each of which have been prepared by Charles Lansing, CPA ("Lansinx"). Xxx Xxxxxxities of the Company at December 31, 1997 1995, required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Company's consolidated balance sheet at December 31, 1995, prepared by Lansing (the "Latest Year-End Balance Sheet"). December 31, 1995, is referred to as the "Latest Year-End Balance Sheet Date" in other parts of this Agreement. The Company and the Shareholder have also delivered to the Buyer a copy of the unaudited balance sheet of the Company at September 30, 1996, and the related unaudited statements of income and cash flows for the period from the Latest Year-End Balance Sheet Date to September 30, 1996, prepared by the Company (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively September 30, 1996, is referred to herein as the "Financial Statements.Interim Balance Sheet Date" The Financial Statements present fairly in other parts of this Agreement. All Liabilities of the Company as of the Interim Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Company's consolidated balance sheet prepared by the Company at the Interim Balance Sheet Date (the "Interim Balance Sheet"). All of the financial condition, results of operations, retained earnings statements prepared by Lansing and changes the Company referred to in cash flows of TBS at such dates and for such periods this Section 4.7 were prepared in accordance with GAAP consistently applied during and fairly present the financial position and results of operations of the Company at the dates and for the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, covered and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered that are necessary for a fair presentationpresentation of the information shown. Within 30 days after the date hereof, the Company and no adjustments or restatements are or will be necessary in respect of any items of an usual or nonthe Shareholder shall deliver to the Buyer (1) the Company's unqualified audited year-recurring natureend balance sheets at December 31, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of 1994 and 1995, (2) its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, related unqualified audited statements of income and cash flows within fifteen for the fiscal years then ended, and (153) calendar days after the end all related notes and schedules, each of each month prior to the Closing or termination of this Agreementwhich shall be prepared by BDO Seidman, LLP.

Financial Statements. TBS has delivered to MCSC trueCopies of the audited financial statements of Bridgeware and its Subsidiaries as of December 31, complete1994, accurate 1995 and correct copies 1996 in each of TBS's balance sheets the years then ended and of the unaudited financial statements of Bridgeware and its Subsidiaries as of December 31, 1997 for the year then ended December 31, 1996 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as (collectively the "Annual Financial Statements." TBS has delivered to MCSC a true"), correctand the consolidated, complete unaudited balance sheets and accurate copy of its balance sheet and related income statements of incomeBridgeware and its Subsidiaries as of June 30, retained earnings, 1998 and cash flows for the month six (6) months then ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements ) are attached hereto as Schedule 2.06 (collectively referred to herein as the "Financial Statements." "). The Financial Statements are true, correct and complete in all material respects, and have been prepared from the books and records of Bridgeware and its Subsidiaries in accordance with generally accepted accounting principles, consistently applied. The balance sheets included in the Financial Statements fairly present fairly the financial conditioncondition of Bridgeware and its Subsidiaries as of the date thereof, and the income statements and statements of cash flow fairly present the results of operations, retained earnings the operations and changes in cash flows of TBS at such dates Bridgeware and its Subsidiaries for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Interim Financial Statements do not contain any items of special or nonare subject to normal year-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all end adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentationpresentation of the financial condition or results of operation of Bridgeware and its Subsidiaries. The Financial Statements contain and reflect adequate provisions for all reasonably anticipated liabilities and adequate reserves for all reasonably anticipated losses, costs and no adjustments or restatements expenses consistent with past practices, including reserves for uncollectible Accounts Receivable and claims under warranties in effect on the date hereof. A list of all Accounts Receivable owing to Bridgeware and its Subsidiaries, which shall indicate the date upon which such Accounts Receivable are or will be necessary in respect of any items of an usual or non-recurring naturewere due and payable, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior delivered to the Closing or termination of this AgreementAcquiror.

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct Complete copies of TBS's the consolidated audited financial statements of the Company and each Subsidiary consisting of a balance sheets sheet (a) if the Option Exercise Date occurs prior to April 1, 2015, as at December 31, 2013 or (b) if the Option Exercise Date occurs on or after April 1, 2015, as at December 31, 2014, and, in either case, the related statements of income and cash flow for the year then ended December (the “Audited Financial Statements”) have been made available to Buyer, and the consolidated unaudited financial statements of the Company and each Subsidiary consisting of a balance sheet as at the last day of the month that ends three (3) complete months prior to the Option Exercise Date (for example, if the Option Exercise Date is November 15, 2014, such balance sheet would be as at July 31, 1996 and for the nine months ended September 30, 1997, 2014) and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse income for the said periods year-to-date period then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "“Interim Financial Statements"”) are included in Section 4.05 of the Disclosure Schedules (the Interim Financial Statements, together with the Audited Financial Statements, being the “Financial Statements”). The Annual Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, except as otherwise noted therein, subject, in the case of the Interim Financial Statements, to normal and Interim recurring year-end adjustments and the absence of notes. The Financial Statements are collectively based on the books and records of the Company and each Subsidiary, and fairly present in all material respects the consolidated financial condition of the Company and each Subsidiary as of their respective dates and the results of the operations of the Company’s and the Subsidiaries’ Business for the periods indicated. The consolidated balance sheet of the Company and each Subsidiary included in the Audited Financial Statements is referred to herein as the "Financial Statements." The Financial Statements present fairly “Balance Sheet” and the financial condition, results date thereof as the “Balance Sheet Date” and the consolidated balance sheet of operations, retained earnings the Company and changes in cash flows each Subsidiary as of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements last day of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-month that ends three (333) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month complete months prior to the Closing or termination of this AgreementOption Exercise Date is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”.

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct copies SCHEDULE 4.6 sets forth (a) an audited balance sheet of TBS's balance sheets for the year ended Purchaser as at December 31, 1996 and for the nine months ended September 30, 1997, 1998 and the related audited statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse flow for the said periods year then ended. TBS has also delivered to MCSC true, completeas reported on by Xxxxxx Xxxxxxxx LLP, accurate independent public accountants, and correct copies (b) an unaudited balance sheet of TBS's balance sheets for the years ended December Purchaser as at March 31, 1995 and 1994 1999 and the related unaudited statements of income, retained earnings and cash flowsflow for the three months then ended, and (c) unaudited balance sheet of the Purchaser, Interactive Solutions Incorporated, Quadris Consulting Inc., and Eagle River Interactive Inc. as at March 31, 1999 (collectively, the "Purchaser Balance Sheet") which reflects the acquisitions by Purchaser on April 28, 1999 (in each case effective as of April 1, 1999) of Interactive Solutions Incorporated and Eagle River Interactive Inc. and the related unaudited statements of income, profit and loss statements, retained earnings and cash flow for the three months then ended. Except as indicated on SCHEDULE 4.6.1 hereto, such financial statements, including (in the case of the audited statements) the footnotes thereto, have been prepared in accordance with GAAP throughout the periods indicated. The Purchaser Balance Sheet fairly presents in all material respects the financial condition of the Purchaser at the date thereof and fairly presents in all material respects all claims against and all debts and liabilities of the Purchaser, fixed or contingent, as well as at the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Companydate thereof, Morgan Hillrequired to be shown thereon under GAAP, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related pro forma statements of income, retained earnings, earnings and cash flows for flow fairly present in all material respects the month ended October pro forma results of operation of the Purchaser. Except as set forth on SCHEDULE 4.6.2, since March 31, 1997 1999 (the "Interim Financial StatementsPurchaser Balance Sheet Date"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no material adverse change by TBS in any method the properties, financial condition, business or results of accounting or keeping operations of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementPurchaser.

Financial Statements. TBS has delivered Attached to MCSC true, complete, accurate and correct copies of TBS's the Company Disclosure Letter are unaudited balance sheets for of Company dated January 31, 2000 (the year ended "BALANCE SHEET DATE") and December 31, 1996 1999 and unaudited income statements and statements of cash flows of Company for January 2000 and for the nine months ended September 30period from inception through December 31, 19971999. In addition, Company has furnished HNC (i) an unaudited balance sheet of Company's predecessor as of October 25, 1999 and the related unaudited income statements and statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto of such statements have been audited by Price Waterhouse predecessor for the said periods then ended. TBS has also delivered to MCSC trueperiod commencing January 1, complete1999 and ending on October 25, accurate 1999 and correct copies of TBS's (ii) unaudited balance sheets of such predecessor as of December 31, 1998 and December 31, 1999 and unaudited income statements and statement of changes in cash flows of such predecessor for the its fiscal years ended December 31, 1995 1998 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October December 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements all such financial statements are collectively referred to herein as the "Financial FINANCIAL Statements." "). The Financial Statements (i) are in accordance with the books and records of Company or its predecessor, as applicable, (ii) are true, correct and complete and present fairly the financial conditioncondition of Company or its predecessor, as applicable, at the date or dates therein indicated and the results of operations, retained earnings operations for the period or periods therein specified and changes in cash flows (iii) have been prepared on the accrual method of TBS at such dates and for such periods accounting in accordance with GAAP consistently generally accepted accounting principles, applied during on a consistent basis (except for the periods indicatedomission of notes to the unaudited Financial Statements). The statements Specifically, but not by way of income included in limitation, the respective balance sheets of the Financial Statements do not contain disclose all of Company's and predecessor's material debts, liabilities and obligations of any items nature, whether due or to become due, as of special their respective dates (including, without limitation, absolute liabilities, accrued liabilities, and contingent liabilities) to the extent such debts, liabilities and obligations are required to be disclosed in accordance with generally accepted accounting principles. Company has good and marketable title to all assets set forth on the balance sheet of Company as of the Balance Sheet Date, except for such assets as have been spent, sold or non-recurring income or expense or any other income not earned or expense not incurred transferred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for since the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementBalance Sheet Date.

Financial Statements. TBS has delivered to MCSC trueThe audited financial statements of the Acquiring Fund for the fiscal year ended October 31, complete2005, accurate have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied and correct have been audited by Ernst & Young LLP. True and complete copies of TBS's balance sheets for the year ended December 31, 1996 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse furnished to XX X. Such statements fairly reflect the financial condition and the results of operations of the Acquiring Fund as of such date and the results of operations and changes in net assets for the said periods then endedindicated, and there are no liabilities of the Acquiring Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. TBS has also delivered to MCSC trueThe unaudited financial statements of Acquiring Fund for the six months ended April 30, complete, accurate 2006 have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied by PIF. True and correct complete copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Companyfurnished to XX X. Such statements fairly reflect the financial condition and the results of operations of the Acquiring Fund as of such date and the results of operations and changes in net assets for the periods indicated, Morgan Hilland there are no liabilities of the Acquiring Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. There are no liabilities of any Acquiring Fund, California. The audited whether actual or contingent and whether or not determined or determinable, other than liabilities disclosed or provided for in the financial statements and of the reviewed financial statements described above are Acquiring Fund referred hereto as to above, liabilities incurred in the "Annual Financial Statements." TBS has delivered ordinary course of business subsequent to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (2005, liabilities previously disclosed to and accepted by WM I and liabilities which in the "Interim Financial Statements"). The Annual Financial Statements aggregate have not been and Interim Financial Statements are collectively referred will not be materially adverse to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows business or assets of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementAcquiring Fund.

Financial Statements. TBS has delivered The Sellers’ Representative shall use its reasonable best efforts to MCSC true, complete, accurate provide to the Purchasers’ Representative the financial statements in such form and correct copies at such times as are set forth in Annex 18 (Pre-Closing Financial Statements) (subject to the assumptions set forth in Appendix 1 thereto) (the “Agreed Financial Statements”) which shall be prepared in good faith and in accordance with the accounting standards set forth in Annex 18 (Pre-Closing Financial Statements) and which (in the case of TBS's balance sheets for the year ended December 31, 1996 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and statements) shall present fairly, in all material respects, the reviewed consolidated financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial conditionposition, results of operations, retained earnings cash flows and changes in cash flows stockholder equity of TBS at such dates the applicable entity set forth in Annex 18 (Pre-Closing Financial Statements). All reasonable and for such periods documented third party accounting fees, and other similar costs and expenses, payable in accordance connection with GAAP consistently applied during preparing the periods indicated. The statements of income included in the Agreed Financial Statements do not contain any items (the “Preparation Fees”) shall be borne as follows: (i) if the financial statements are provided by the Sellers’ Representative to the Purchasers’ Representative on or prior to the dates set forth in Annex 18 (Pre-Closing Financial Statements) with respect to such financial statements, 50% of special the amount of the Preparation Fees allocable to the preparation of such financial statements (as determined by the accounting firm preparing the financial statements) shall be borne by the Sellers’ Representative and 50% of the amount of the Preparation Fees allocable to the preparation of such financial statements (as determined by the accounting firm preparing the financial statements) shall be borne by the Purchasers’ Representative; (ii) if the financial statements are provided by the Sellers’ Representative to the Purchasers’ Representative on or non-recurring income or expense or any other income not earned or expense not incurred in prior to the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments date that is seven (including all normal recurring accruals for unusual or non-recurring items7) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end date set forth in Annex 18 (Pre-Closing Financial Statements) with respect to such financial statements, 62.5% of each month the amount of the Preparation Fees allocable to the preparation of such financial statements (as determined by the accounting firm preparing the financial statements) shall be borne by the Sellers’ Representative and 37.5% of the amount of the Preparation Fees allocable to the preparation of such financial statements (as determined by the accounting firm preparing the financial statements) shall be borne by the Purchasers’ Representative; (iii) if the financial statements are provided by the Sellers’ Representative to the Purchasers’ Representative on or prior to the date that is fourteen (14) days after the date set forth in Annex 18 (Pre-Closing Financial Statements) with respect to such financial statements, 75% of the amount of the Preparation Fees allocable to the preparation of such financial statements (as determined by the accounting firm preparing the financial statements) shall be borne by the Sellers’ Representative and 25% of the amount of the Preparation Fees allocable to the preparation of such financial statements (as determined by the accounting firm preparing the financial statements) shall be borne by the Purchasers’ Representative; (iv) if the financial statements are provided by the Sellers’ Representative to the Purchasers’ Representative on or termination prior to the date that is twenty-one (21) days after the date set forth in Annex 18 (Pre-Closing Financial Statements) in Annex 18 (Pre-Closing Financial Statements), 87.5% of this Agreementthe amount of the Preparation Fees allocable to the preparation of such financial statements (as determined by the accounting firm preparing the financial statements) shall be borne by the Sellers’ Representative and 12.5% of the amount of the Preparation Fees allocable to the preparation of such financial statements (as determined by the accounting firm preparing the financial statements) shall be borne by the Purchasers’ Representative; and (v) if the financial statements are provided by the Sellers’ Representative to the Purchasers’ Representative on or after to the date that is twenty-eight (28) days after the date set forth in Annex 18 (Pre-Closing Financial Statements) in Annex 18 (Pre-Closing Financial Statements), 100% of the amount of the Preparation Fees allocable to the preparation of such financial statements (as determined by the accounting firm preparing the financial statements) shall be borne by the Sellers’ Representative.

Financial Statements. TBS Seller has delivered to MCSC trueBuyer the audited and interim financial statements listed in Schedule 8.10, complete, accurate and correct copies of TBS's balance sheets for including the year ended audited statement dated December 31, 1996 and for the nine months ended September 302003, 1997a copy of which is attached to Schedule 8.10, and Company shall deliver on or before the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct Closing copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited all interim financial statements that Company has prepared or will prepare for each full accounting period completed subsequent to March 20, 2004 and prior to and including the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 Effective Date (the "Interim Financial Statements"). The Annual interim Financial Statements and Interim which are prepared by the Company are prepared on a basis consistent with prior interim statements. The audited Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings have been and changes in cash flows of TBS at such dates and for such periods will be prepared in accordance with GAAP consistently applied during GAAP. All Financial Statements do and will fairly and accurately present the financial position of Company, on a consolidated basis with its subsidiaries, as of the dates indicated and the results of operations as of the dates indicated and for the periods indicatedcovered thereby, and are and will be true and correct in all material respects. The statements of income included Adequate provision has been and will be timely made in the Financial Statements do for doubtful accounts or other receivables on a basis consistent with past practices; sales are stated in the Financial Statements net of discounts, returns, and allowances; all Taxes (as defined in Section 8.22) due or paid are and will be timely reflected in the Financial Statements; and all Taxes not contain any yet due and payable are and will be fully accrued or otherwise provided for in the Financial Statements. Any items of special or non-recurring income or expense that are unusual or of a nonrecurring nature during any other income not earned such period or expense not incurred at any such balance sheet date are and will be separately disclosed in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified hereinStatements. Except as described otherwise disclosed on such Financial Statements there has been no change by TBS in any method Schedule 8.10, books, records, and work papers of accounting or keeping the Company and each of its books of account or accounting practices subsidiaries are complete and correct; have been maintained on an accrual basis, in accordance with GAAP; and accurately reflect, and will accurately reflect, the basis for the thirty-three (33) month period ended financial condition and the results of the operations of Company and its subsidiaries that are set forth in the Financial Statements. The Corporate Group Members have maintained adequate books and records, on September 30an easily retrievable basis, 1997to address matters that may arise, within the applicable statutes of limitations, in connection with the Business, including, without limitation, contractual matters, matters regarding Taxes and government safety requirements. TBS All such books and records shall continue be turned over to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreement.Buyer on the

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct copies of TBS's (i) Attached hereto as Exhibit B are the following financial statements (collectively the “Financial Statements”): (i) all audited balance sheets and statements of income, changes in stockholders’ equity, and cash flow as of and for the year fiscal years ended December 31, 1996 2011, 2012 and 2013, for the nine months ended September 30, 1997, Target and the related its Subsidiaries; (ii) all statutory annual statements for Target and each of income, retained earnings its Subsidiaries as of and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 2011, 2012 and 1994 2013, including the exhibits, schedules, interrogatories, notes, electronic pages and the related actuarial opinions thereto, (iii) all consolidating unaudited balance sheets and statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earningschanges in shareholders’ equity, and cash flows flow as of and for the month calendar quarter ended October 31June 30, 1997 2014 (the "Interim “Most Recent Fiscal Quarter End”) for Target and each of its Subsidiaries, and (iv) all unaudited statutory quarterly statements for Target and each of its Subsidiaries as of and for the Most Recent Fiscal Quarter End, in each case, as applicable, as filed with the Governmental Authority charged with supervision of insurance or reinsurance companies in Target’s or any of its Subsidiaries’ jurisdictions of domicile, including each jurisdiction in which Target or any of its Subsidiaries is deemed to be or is commercially domiciled (the items in (iii) and (iv) collectively, the “Most Recent Financial Statements"”). The Annual Except as set forth on §4(g) of the Disclosure Schedule, the Financial Statements (including the notes thereto) have been prepared in accordance with SAP for the insurance company entities and Interim Financial Statements are collectively referred to herein as GAAP for the "Financial Statements." The Financial Statements non-insurance company entities applied on a consistent basis throughout the periods covered thereby and present fairly the financial condition, results condition of operations, retained earnings Target and changes in cash flows its Subsidiaries as of TBS at such dates and the results of operations of Target and its Subsidiaries for such periods periods; provided, however, that the Most Recent Financial Statements are subject to normal year-end adjustments and lack footnotes as permitted by SAP and GAAP, as applicable (the effect of which will not be materially adverse). The Financial Statements required to be filed with any Governmental Authority were timely filed, except where extensions were granted, and complied in all material respects with all applicable Laws when filed, and, to the Knowledge of Seller, no material deficiency has been asserted by a Governmental Authority that has not been cured or otherwise resolved to the satisfaction of such Governmental Authority without imposition of any material penalty, condition or obligation on Target or any of its Subsidiaries. The annual Financial Statements have been audited by independent auditors. Neither Target nor any of its Subsidiaries has any material liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, except (i) those which are adequately reflected or reserved against in the balance sheets as of the Most Recent Fiscal Quarter End, and (ii) those which have been incurred in the Ordinary Course of Business since the Most Recent Fiscal Quarter End and which are not, individually or in the aggregate, material in amount. The minute books and stock record books of Target and each of its Subsidiaries, all of which have been made available to Buyer, are complete and correct and have been maintained in accordance with GAAP consistently applied during sound business practices. At the periods indicated. The statements Closing, all of income included such books and records will be in the Financial Statements do not contain any items possession of special Target or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementSubsidiaries.

Financial Statements. TBS has delivered to MCSC true(a) True, complete, accurate correct and correct complete copies of TBS's the unaudited consolidated financial statements of the Business consisting of the balance sheets for of the year ended Acquired Companies as of December 31, 1996 31 in each of the years 2022 and for the nine months ended September 30, 1997, 2023 and the related statements of incomeoperations, retained earnings changes in equity, and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets flow for the years then ended December (the “Unaudited Financial Statements”), and unaudited financial statements of the Business consisting of the balance sheet of the Acquired Companies as of January 31, 1995 and 1994 2024 and the related statements of incomeoperations, retained earnings changes in equity and cash flowsflow for the year then ended (collectively with the Unaudited Financial Statements, as well as the notes thereto and with respect thereto such statements “Financial Statements”) have been reviewed by Xxxxx & Company, Morgan Hill, Californiamade available to Purchaser and are set forth on Schedule 4.5(a). The audited Financial Statements (i) were derived from the books and records of the Company (which books and records are accurate and complete in all material respects) and (ii) have been prepared in good faith and in accordance with GAAP and without modification of the accounting principles used in the preparation thereof throughout the periods involved, except as modifications (which modifications do not materially deviate from GAAP) were made in good faith through the periods prior to the effective date of the plan of reorganization, pursuant to D.I. 452 in Case No. 20-33495 (Bankr. S.D. Tex.) in connection with the Bankruptcy and such modifications affect the preparation of the Financial Statements in the periods involved. The Financial Statements fairly and accurately present in all material respects the financial statements condition and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a trueposition, correctresults of operations, complete and accurate copy of its balance sheet and related statements of income, retained earnings, stockholders equity and cash flows for of the month ended October Business. The balance sheet of the Business as of January 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively 2024 is referred to herein as the "Financial Statements“Balance Sheet” and the date thereof as the “Balance Sheet Date." ” The Company maintains a system of internal controls and procedures over financial reporting that is designed to provide reasonable assurance (A) that transactions are recorded as necessary in order to permit preparation of Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during GAAP, (B) that pertains to the periods indicated. The statements maintenance of income included records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and (C) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in Statements. Since the ordinary course of business except as expressly specified thereinLookback Date, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has have been no change by TBS in instances of fraud or corporate misappropriation that involve any method employee or member of accounting or keeping management of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementCompany.

Financial Statements. TBS has NewCo shall have delivered to MCSC trueQuepasa prior to Closing TechFront’s (i) audited balance sheet and statements of profit and loss, complete, accurate shareholders equity and correct copies cash flow as of TBS's balance sheets and for the fiscal year ended December 31, 1996 2009 (the “Most Recent Fiscal Year End”), (ii) unaudited balance sheet and statements of profit and loss and cash flow (the “Most Recent Financial Statements”) as of and for the nine 10 months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 2010 (the "Interim Financial Statements"“Most Recent Fiscal Month End”). The Annual Financial Statements and Interim Financial Statements are collectively above mentioned financial statements shall be referred to herein collectively as the "“Financial Statements." ” The Financial Statements (including the notes thereto) will fairly present fairly the financial condition, results condition of operations, retained earnings and changes in cash flows TechFront as of TBS at such dates and the results of operations of TechFront for such periods are consistent with the books and records of TechFront. Except as set forth in accordance with GAAP consistently applied during the periods indicatedFinancial Statements, TechFront has no Liabilities or obligations (whether accrued, absolute, contingent or otherwise) (i) of a nature required to be disclosed on a balance sheet or in the related notes to Financial Statements or (ii) which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on TechFront. The statements of income included in the Financial Statements do not contain any items untrue statements of special material facts or non-recurring income knowingly omit to state any material facts required to be stated therein or expense or any other income not earned or expense not incurred in necessary to make the ordinary course of business except as expressly specified statements made therein, and such in light of the circumstances in which they were made, not misleading; provided, however, that the Most Recent Financial Statements include all of TechFront are subject to normal year-end adjustments (including all normal recurring accruals for unusual or non-recurring none of which is material and lack footnotes and other presentation items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described as otherwise disclosed on such Section 3.1(f) of the Disclosure Schedule, all of the Financial Statements there has of TechFront referred to in this Section 3.1(f) have been no change by TBS prepared in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementaccordance with GAAP consistently applied.

Financial Statements. TBS has delivered The books of account and related records of the Sellers for the Business heretofore provided to MCSC truePurchaser in writing, complete, accurate fairly reflect in all material respects all transactions relating to the Business. Attached hereto as Schedule 3.2 are true and correct copies of TBS's balance sheets the unaudited statement of GAAP basis assets and liabilities, a non-deferred statement of income and a GAAP basis statement of income of the Business for the year ended annual periods ended, and as of, December 31, 1996 2002 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as 2001 (the "Annual Financial Statements." TBS has delivered to MCSC "). Also attached hereto as Schedule 3.2 is a true, correct, complete and accurate copy of its balance sheet the unaudited statement of GAAP basis assets and related statements liabilities, a non-deferred basis statement of income, retained earningsincome and a GAAP basis statement of income of the Business for the three-month period ended, and cash flows for the month ended October as of, March 31, 1997 2003 (the "Most Recent Financial Statements Date") (the "Interim Financial Statements" and, together with the Annual Financial Statements, the "Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings true and changes correct in cash flows of TBS at such dates all material respects and for such periods are in accordance with GAAP consistently applied during the books and records of the Sellers for the Business and in accordance with GAAP, and fairly present the assets and liabilities, revenues and expenses of the Business, as at the respective dates thereof, and the results of its operations for the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, covered thereby and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered material adjustments, necessary for a fair presentationpresentation (except for the following items: (i) the exclusion from the Financial Statements of a statement of cash flows and any footnotes to such Financial Statements; (ii) the inclusion in the Annual Financial Statements of intercompany interest income; (iii) the exclusion from the 2001 Annual Financial Statements of material adjustments made to accounts receivable, revenue, intercompany commissions payable and no adjustments or restatements are or will be necessary commissions expense which were made in respect of any items of an usual or the 2002 annual financial statements; (iv) the exclusion from the non-recurring naturedeferred statement of income of deferrals of costs and revenue required by GAAP; and (v) the Interim Financial Statements, except as expressly specified hereinwhich are subject to normal year-end audit adjustments). The contingency, tax and other reserves reflected on the Financial Statements are adequate, appropriate and reasonable. Except as described disclosed on such Financial Statements Schedule 3.2 there has been are no change by TBS in any method of accounting direct costs, expenses, accruals, allocations, reserve adjustments or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior other charges directly allocable to the Closing or termination of this AgreementBusiness not shown on the Financial Statements.

Financial Statements. TBS has delivered Each of the Selling Parties shall deliver to MCSC true, complete, accurate and correct copies of TBS's TFS audited balance sheets and statements of income and cash flow for the year ended December 31, 1996 their most recently completed fiscal years and for the nine months ended unaudited balance sheets and statements of income and cash flow as of September 30, 1997, 2005 (such balance sheets and the related statements of income, retained earnings income and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered flow are collectively referred to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Selling Parties Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Selling Parties Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods : (i) shall be in accordance with GAAP consistently applied during the books and records of Selling Parties; (ii) shall present fairly, in all material respects, the financial position of Selling Parties as of the date indicated and the results of their operations for each of the periods indicated; and (iii) shall be prepared in accordance with generally accepted accounting principles consistently applied except as described in the Schedule of Exceptions. There shall be no material off-balance sheet assets, liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated, or otherwise, whether due or to become due, that are not shown or provided for either in the Selling Parties Financial Statements or the Schedule of Exceptions. The statements liabilities of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not Selling Parties were incurred in the ordinary course of Selling Parties' business. The Selling Parties Financial Statements: (x) are the most recent regularly prepared balance sheets of the Selling Parties; and (y) have been prepared in accordance with the accounting principles normally used by the Selling Parties. The "Selling Parties Pro Forma Closing Balance Sheet" attached as Schedule 2.1.6 sets forth, based on reasonable assumptions relating to the operation of the business except conducted by Selling Parties, the projected Selling Parties Pro Forma Closing Balance Sheet as expressly specified thereinof the estimated Closing. A "Selling Parties Final Closing Balance Sheet" will be prepared by TFS following Closing, and any updates or revisions of such statement will be prepared, on a basis consistent with the Selling Parties Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementSchedule 2.1.6.

Financial Statements. TBS Seller has delivered to MCSC true, complete, accurate Buyer true and correct complete copies of TBS's the Business' pro forma balance sheets for the year ended December 31, 1996 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse income for the said annual periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies ended as of TBS's balance sheets for the years ended December 31, 1995 2003 and 1994 and the related statements of incomeDecember 31, retained earnings and cash flows2004, as well as pro forma accrual basis interim financials for the notes thereto period January 1, 2005 through December 31, 2005 (collectively, the "FINANCIAL STATEMENTS"), certified as true and correct in all material respects by an authorized representative of Seller. Except as otherwise disclosed on Schedule 2.1.10 hereto, the Financial Statements have been prepared in accordance with generally accepted accounting principles applied consistent with Seller's past practices, and all Financial Statements are complete and accurate in all respects and fairly present the financial condition of the Business at the dates thereof and the results of operations for the periods covered thereby, except that such Financial Statements do not include footnotes and with respect thereto to the interim period ending September 30, 2005 are subject to year-end audit adjustments. Further, such statements Financial Statements were created on a pro forma basis using the methodology and assumptions detailed on Schedule 2.1.10 hereto. Buyer acknowledges that such assumptions have been reviewed by Xxxxx & Company, Morgan Hill, Californiaarrived at in consultation with Buyer. The audited financial statements Buyer agrees that such assumptions are reasonable and that Buyer shall not contest the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy validity of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements")any such assumptions. The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The Such statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all adjustments, which consist only of normal recurring accruals for unusual or non-recurring items) considered accruals, necessary for a such fair presentation. The Interim Balance Sheet identifies the assets and liabilities which, if the Closing had been held on the Interim Balance Sheet Date, would have been transferred to Buyer in accordance herewith. References in this Agreement to the "INTERIM BALANCE SHEET" shall mean the pro forma balance sheet of the Business as of December 31, 2005, previously delivered to Buyer; and no adjustments or restatements are or will references in this Agreement to the "INTERIM BALANCE SHEET DATE" shall be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on deemed to refer to September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreement2005.

Financial Statements. TBS has delivered to MCSC true(a) Schedule 2.6(a) sets forth (i) an unaudited combined pro forma balance sheet of the Combined Business as of September 30, complete, accurate 1997 (the "Balance Sheet") and correct copies related unaudited combined pro forma statement of TBS's balance sheets income of the Combined Business for the year ended December 31, 1996 and for the nine six months ended September 30, 19971997 (together with the Balance Sheet, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements Excluded Assets, the Herndon Excluded Assets, the Non-Assumed Liabilities, and Interim the Herndon Non-Assumed Liabilities are excluded from the Balaxxx Xxxet. The Financial Statements are collectively referred to herein in accordance with thx xxxxx and records of the Companies and the Herndon Sellers and except for the Excluded Assets, the Herndon Excluded Assets, the Non- Assumed Liabilities, the Herndxx Xxx-Assumed Liabilities, and as set forth in Schedule 0.0(x), fairly present the "Financial Statements." The financial position and results xx xxxxations of the Combined Business on a stand-alone basis as of the date and for the period indicated, in conformity with GAAP throughout the period specified and in accordance with the procedures and criteria set forth on Schedule 1.6(a), except as expressly set forth therein and except that the Financial Statements present fairly may omit notes and are subject to normal year-end adjustments which are not, in the financial conditionaggregate, results material. Except as described on Schedule 2.6(a), all fees, charges, costs and expenses associated with the ownership, leasing, operation, maintenance and management of operationsthe Combined Business and the Assets owned, retained earnings used or held for use by the Combined Business have been fully and changes in cash flows of TBS at such dates properly reflected and for such periods charged on the Financial Statements in accordance with GAAP consistently applied during (to the periods indicatedextent such items are required to be so reflected and charged in accordance with GAAP). The statements of income included All Acquired Assets, Assumed Liabilities, Herndon Purchased Assets and Herndon Assumed Liabilities are disclosed on or reflected in the Financial Statements do not contain any items Balance Sheet except (i) ax xxxxxosed on Schedule 2.6(a), xxx (ii) as disposed of special or non-recurring income or expense or any other income not earned or expense not incurred transferred between September 30, 1997 and the Closing Date in the ordinary course of business except consistent with past practice and in accordance with this Agreement. (b) The future tax benefits set forth in the Balance Sheet as expressly specified thereinof the date hereof ("Preliminary Future Tax Benefits") represent future tax benefits as of March 31, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation1997. No later than 30 days after the date hereof, and no adjustments or restatements are or will be necessary in respect Parent shall deliver written notice to AlliedSignal of any items the amount of an usual or non-recurring nature, except future tax benefits as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 19971997 ("Final Future Tax Benefits"), and the Balance Sheet shall be adjusted accordingly. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreement.2.7

Financial Statements. TBS has delivered Attached to MCSC true, complete, accurate the Disclosure Schedule are (i) the audited consolidated financial statements (including balance sheet and correct copies statements of TBS's balance sheets for the year income and cash flow and including all notes and schedules thereto) of Rymex xxx its fiscal years ended December 31, 1996 and for the nine months ended September 30October 25, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December October 31, 1995 1998, October 30, 1999 and 1994 and October 28, 2000, including in each case the related statements footnotes thereto, certified by Rymex'x xxxependent accountants (the audited balance sheet as of incomeOctober 28, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are 2000 being herein referred hereto to as the "Annual Financial Statements." TBS has delivered to MCSC a trueRymex Xxxance Sheet"), correct, complete and accurate copy of its (ii) the unaudited consolidated financial statements (including balance sheet and related statements of income, retained earnings, income and cash flows flow) for the month three months ended October January 31, 1997 2001 (collectively, the "Interim Financial Statements"). The Annual Rymex'x xxxks and records of accounts accurately reflect all of the assets, liabilities, transactions and results of operations of Rymex, xxd the Financial Statements have been prepared based upon and Interim Financial Statements are collectively referred to herein as the "Financial Statements." in conformity therewith. The Financial Statements complied as to form in all material respects with the applicable accounting requirements and rules and regulations of the SEC and have been prepared in accordance with generally accepted accounting principles maintained and applied on a consistent basis throughout the indicated periods ("GAAP"), and fairly present fairly the financial condition, condition and results of operations, retained earnings and changes in cash flows operation of TBS at such Rymex xx the dates and for such the relevant periods indicated in accordance with GAAP consistently applied during the periods indicated. The statements of income included (subject, in the Financial Statements do not contain any items case of special unaudited statements to normal and recurring year-end adjustments and the absence of footnotes none of which would, individually or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course aggregate, have or be reasonably expected to have a Material Adverse Effect). True and correct copies have been delivered to Parent of business except all written reports submitted to Rymex xx Rymex'x xxxitors since January 1, 1997, relating to the findings of audits or examination of the books and records of Rymex. Xxe Disclosure Schedule sets forth a list of all of Rymex'x xxx its subsidiaries' indebtedness for borrowed money which is outstanding as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring naturethe date hereof, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS for amounts of indebtedness which are not in any method excess of accounting Ten Thousand Dollars ($10,000) individually or keeping of its books of account or accounting practices for Fifty Thousand Dollars ($50,000) in the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementaggregate.

Financial Statements. TBS has delivered to MCSC trueEach of the consolidated financial statements contained or incorporated by reference in the Seller Parent’s SEC filings (as amended, completesupplemented or restated, accurate if applicable), including the related notes and correct copies of TBS's balance sheets for schedules, was prepared (except as indicated in the year ended December 31, 1996 and for notes thereto) in accordance with GAAP applied on a consistent basis throughout the nine months ended September 30, 1997periods indicated, and each such consolidated financial statement presented fairly, in all material respects, the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited consolidated financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial conditionposition, results of operations, retained earnings stockholders’ equity and changes in cash flows of TBS at such Seller Parent and its consolidated subsidiaries as of the respective dates thereof and for such the respective periods indicated therein (subject, in accordance with GAAP the case of unaudited quarterly financial statements, to normal year-end adjustments). Cedarhurst TRS Facility Master Tenant’s financial statements pertaining to the operations of the Cedarhurst Facility for the period ended December 31, 2016 (the “2016 Cedarhurst Financial Statement”) and for the three months ended March 31, 2017 (the “First Quarter 2017 Cedarhurst Financial Statement” ) are attached hereto as Schedule 6.14 (the 2016 Cedarhurst Financial Statement and the First Quarter 2017 Cedarhurst Financial Statement collectively, the “Cedarhurst Financial Statements”). Except as otherwise set forth on Schedule 6.14, the Cedarhurst Financial Statements have been prepared consistently applied during throughout the periods indicated and present fairly in all material respects the results of operations and financial condition of the Cedarhurst Facility for the respective periods indicated. The statements monthly financial reports to be provided to Purchaser pursuant to Section 4.1(j) will be based upon the books and records of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified thereinSeller Parent consistent with Seller Parent’s current reporting practice, and such Financial Statements include will present fairly in all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will material respects the information purported to be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementpresented therein.

Financial Statements. TBS has delivered to MCSC trueHoldings and the Company have furnished each Purchaser of any Notes with the following financial statements, complete, accurate and correct copies identified by a Responsible Officer of TBS's Holdings: (i) consolidated balance sheets of Holdings and its Subsidiaries as of the last day in each of the two fiscal years of Holdings most recently completed prior to the date as of which this representation is made or repeated (other than fiscal years completed within 120 days prior to such date for the year ended December 31, 1996 which audited financial statements have not been released) and for the nine months ended September 30, 1997, and the related consolidated statements of income, retained earnings shareholders’ equity and cash flows of Holdings and its Subsidiaries for each such year, certified by Deloitte & Touche (or such other accounting firm of recognized national standing); and (ii) consolidated balance sheets of Holdings and its Subsidiaries as well as at the notes thereto end of the quarterly period (if any) most recently completed prior to such date and with respect thereto after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 released) and the related comparable quarterly period in the preceding fiscal year and consolidated statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, stockholders’ equity and cash flows of Holdings and its Subsidiaries for the month ended October 31periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, 1997 in each case prepared by Holdings. Such financial statements (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods including any related schedules and/or notes) have been prepared in accordance with GAAP consistently applied during followed throughout the periods involved, except as expressly noted therein, and show all liabilities, direct and contingent, of Holdings and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of Holdings and its Subsidiaries as at the dates thereof, and the statements of income, shareholders’ equity and cash flows fairly present the results of the operations and cash flows of Holdings and its Subsidiaries for the periods indicated. The statements of income included in In the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect case of any items of an usual or non-recurring natureClosing Day, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS event or circumstance, either individually or in any method of accounting the aggregate, that has had or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue could reasonably be expected to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after have a Material Adverse Effect since the end of each month prior the most recent fiscal year for which such audited financial statements had been furnished at the time of the Acceptance with respect to the Notes to be issued on such Closing or termination of this Agreement.Day. VP/#62778625.6

Financial Statements. TBS [To be reviewed by Seller’s accountants]Seller has delivered to MCSC trueBuyer the financial statements for the Corporations listed in Schedule 8.10, completeand Seller shall deliver, accurate and correct before the Closing, copies of TBS's balance sheets financial statements for each full month before the year ended December 31, 1996 Closing after the periods reflected in such listed financial statements (the “Financial Statements”). The Financial Statements fairly and accurately present the financial position of Kenkev and its affiliates as of the dates indicated and the results of its operations as of the dates indicated and for the nine months ended September 30, 1997periods covered thereby, and the related statements of income, retained earnings are and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate will be true and correct copies of TBS's balance sheets for the years ended December 31in all material respects, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, Californiasubject to year-end adjustments. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included All inventories reflected in the Financial Statements do have been and will be valued at the lower of cost or market value, with cost determined using the last-in, first-out method; adequate provision has been and will be timely made in the Financial Statements for doubtful accounts or other receivables; sales are stated in the Financial Statements net of discounts, returns, and allowances; all Taxes (as defined in Section 8.22) due or paid are and will be timely reflected in the Financial Statements; and all Taxes not contain any yet due and payable are and will be fully accrued or otherwise provided for in the Financial Statements. Any items of special or non-recurring income or expense that are unusual or of a nonrecurring nature during any other income not earned such period or expense not incurred at any such balance sheet date are and will be separately disclosed in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified hereinStatements. Except as described otherwise disclosed on such Financial Statements there has been no change by TBS Schedule 8.10, Seller’s books, records, and work papers are complete and correct and accurately reflect, and will accurately reflect, in any method of accounting or keeping of its books of account or accounting practices all material respects the basis for the thirtyfinancial condition and the results of XXX-three (33) month period ended on September 30KEV, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income Inc. and cash flows within fifteen (15) calendar days after KenkevII’s operations that are set forth in the end of each month prior to the Closing or termination of this AgreementFinancial Statements.

Financial Statements. TBS has delivered At Landlord's request (which request, in the absence of any default by Tenant hereunder, shall be made no more than once in any calendar year), Tenant shall deliver to MCSC Landlord, within thirty (30) days after written request by Landlord, Tenant's most recent then available annual financial statements and any more recent financial statements then available, including balance sheets and income statements, prepared in accordance with generally accepted accounting principles consistently applied; provided, however, that without limitation of the financial information and Audited Statement requirements set forth below in this Section 28(r), it is agreed that Tenant shall not be required to deliver to Landlord such reports as described above in this Section 28(r) so long as Tenant is a publicly traded company on a nationally recognized stock exchange and Tenant's financial reports are publicly available. Such financial statements shall be certified by the chief financial officer of Tenant as being true, complete, accurate and correct copies complete in all material respects. Tenant shall also, upon Landlord's reasonable request from time to time, deliver to Landlord such other financial information regarding Tenant as may be reasonably available. Without limitation of TBS's balance sheets for the year ended December 31foregoing, 1996 and for the nine months ended September Tenant shall deliver to Landlord, no later than thirty (30, 1997) days prior to any "Security Deposit Reduction Date" under Section 29 below, and the related statements of incomeas a condition to any "Permitted Security Deposit Reduction" described in Section 29 below, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been an audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited annual financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 statement (the "Interim Financial StatementsAUDITED STATEMENT"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as ) for the most recent concluded fiscal year of Tenant preceding the respective "Financial Statements." The Financial Statements present fairly the financial conditionSecurity Deposit Reduction Date", results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods prepared in accordance with GAAP generally accepted accounting principles consistently applied applied, and prepared based on the "Statement of Operations" format currently in use by Tenant in its reporting as of the date hereof (a copy of which Statement of Operations having heretofore been delivered to Landlord in assessing the financial strength of Tenant), evidencing a positive net earnings for the fiscal year at issue, all as and to the extent more particularly described in Section 29 below.. Landlord shall not disclose any financial information disclosed in financial statements delivered under this Section 28(r) to any third party other than its lenders, partners, members, agents, consultants, advisors, attorneys, accountants and other representatives, or as may be otherwise required by a government or governmental agency or pursuant to court order. For purposes hereof, it is acknowledged and agreed that Tenant is on a [calendar year?] fiscal year, and Tenant shall not, during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified thereinTerm, and such Financial Statements include all adjustments (including all normal recurring accruals change its fiscal year for unusual or non-recurring itemsreporting purposes under this Section 28(r) considered necessary for a fair presentationwithout Landlord's consent, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of at its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementdiscretion.

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct (a) Complete copies of TBS's the Purchased Company’s audited financial statements consisting of the consolidated balance sheets for sheet of the year ended Heartland Companies as of December 31, 1996 2021 and 2020 and the related consolidated statements of income, consolidated statements of members’ equity, as well as the statement of cash flow for the nine months Purchased Company for the years then ended September 30(the “Audited Financial Statements”), 1997and unaudited financial statements consisting of the consolidated balance sheet of the Heartland Companies as of March 31, 2022 and 2021 and the related statements of incomeoperations, retained earnings statements of members’ equity and statements of cash flows flow for the three-month periods then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”) are included in Section 3.05(a) of the Disclosure Schedules. Except as well as set forth on Section 3.05(a) of the notes thereto and with respect thereto such statements Disclosure Schedules, the Financial Statements have been audited by Price Waterhouse prepared in accordance with GAAP applied, to the extent in accordance with GAAP, on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Heartland Companies, and fairly present the financial condition of the Heartland Companies as of the respective dates they were prepared and the results of the operations of the Heartland Companies for the said periods then endedindicated in all material respects. TBS has also delivered to MCSC true, complete, accurate and correct copies The balance sheet included within the Audited Financial Statements as of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively 2021 is referred to herein as the "“Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet included within the Interim Financial Statement as of March 31, 2022 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date.” The Heartland Companies maintain a standard system of accounting established and administered in accordance with GAAP. No financial information of any Person other than the Heartland Companies is required by GAAP to be included or reflected in the Financial Statements." . The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified thereinwere prepared from, and such Financial Statements include are in all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentationrespects consistent with, and no adjustments or restatements are or will be necessary in respect the accounting records of any items of an usual or non-recurring nature, except as expressly specified hereinthe Heartland Companies. Except as described on such Financial Statements there There has been no change by TBS any Heartland Company in the methods, practices, principles, policies and procedures used by the respective Heartland Company in the preparation of any method of accounting or keeping of its the Financial Statements during the dates and periods covered thereby. (b) The books of account or and other financial records of the Heartland Companies, all of which have been made available to Buyer, are correct and complete in all respects, represent actual, bona fide transactions and have been maintained in accordance with sound business and accounting practices for practices. Each transaction is recorded in the thirty-three books and records of the Heartland Companies in accordance with GAAP as applied by the Heartland Companies on a consistent basis. The Heartland Companies (33i) month period ended on September 30keep books, 1997. TBS shall continue records, and accounts that accurately, fairly and in reasonable detail reflect the material assets and transactions of the Heartland Companies, and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurance that all material transactions of the Heartland Companies are recorded accurately and promptly to MCSC unaudited balance sheetspermit the preparation of the Financial Statements, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreement.in each

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct copies of TBSThe Borrower's balance sheets for the year ended audited financial statements as at December 31, 1996 and for the nine months ended its unaudited financial statements as at September 30, 1997, as heretofore furnished to the Banks, have been prepared in accordance with GAAP on a consistent basis and fairly present the financial condition of the Borrower and its Subsidiaries as at such dates and the related statements results of income, retained earnings its operations and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse flow for the said respective periods then ended. TBS has also delivered to MCSC trueTo the best of the Borrower's knowledge, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto of Micron as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended at October 31, 1997 (1997, as heretofore furnished to the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial conditionBanks, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods have been prepared in accordance with GAAP consistently applied during on a consistent basis and fairly present the periods indicatedfinancial condition of Micron as at such date and the results of its operations and cash flow for the fiscal year then ended. The To the best of the Borrower's knowledge, the audited financial statements of income included Membrex as at December 31, 1997, when delivered to the Banks pursuant to Section 4.3, will have been prepared in accordance with GAAP on a consistent basis and fairly present the financial condition of Membrex as at such date and the results of its operations and cash flow for the fiscal year then ended, provided that the foregoing representation with respect to Membrex shall only be made from and after the Acquisition Closing Date for the Membrex Acquisition. As of the dates of such financial statements, none of the Borrower, any Subsidiary, Micron or Membrex had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in notes thereto. Since December 31, 1996, with respect to the ordinary course of business except as expressly specified thereinBorrower, since October 31, 1997, with respect to Micron, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentationDecember 31, 1997, with respect to Membrex no Adverse Event has occurred, provided that the foregoing representation with respect to Membrex shall only be made from and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices after the Acquisition Closing Date for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementMembrex Acquisition.

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct copies of TBS's (a) Included in the Schedules are the audited balance sheets of Prelude as of December 31, 2002 and 2001, and the related statement of operations, stockholder's equity (deficit), and cash flows for the fiscal year ended December 31, 1996 2002, and for 2001, including the nine months ended September notes thereto, and the accompanying report of XXXXXXX XXXXXX; independent certified public accountants. At or prior to the Closing Date, Prelude shall deliver the un-audited balance sheet of Prelude as of June 30, 19972003, and the related statements of incomeoperations, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earningsstockholders' equity (deficit), and cash flows for the month six months ended October June 30, 2003, together with the notes thereto and representations by the principal accounting and financial officer of Prelude to the effect that such financial statements contain all adjustments (all of which are normal recurring adjustments) necessary to present fairly the results of operations and financial position for the periods and as of the dates indicated and such financial statements shall not reflect any material changes since the December 31, 1997 (the "Interim Financial Statements")2002, financial statements. The Annual Financial Statements and Interim Financial Statements are collectively All documents referred to herein are available as public disclosure document pursuant to the "Financial Statements." Periodic Filing Requirements and as listed on the XXXXX system of the SEC. (b) The Financial Statements present fairly the financial condition, results statements of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods Prelude delivered pursuant to Section 2.04(a) have been prepared in accordance with GAAP generally accepted accounting principles consistently applied during throughout the periods indicatedinvolved as explained in the notes to such financial statements. The Prelude financial statements present fairly, in all material respects, as of income included in their respective dates, the Financial Statements do financial position of Prelude. Prelude did not contain any items have, as of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect date of any items of an usual or non-recurring naturesuch financial statements, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing extent reflected or termination reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected therein in accordance with generally accepted accounting principles, and all assets reflected therein presently fairly the assets of this Agreement.Prelude in accordance with generally accepted accounting principles

Financial Statements. TBS The Company has delivered to MCSC true, complete, accurate furnished the Purchasers with (a) the balance sheet of the Company and correct copies of TBS's balance sheets for the year ended its consolidated Subsidiaries as at December 31, 1996 and for the nine months ended September 30, 1997, 2002 and the related statements of income, retained earnings stockholders’ equity and cash flows as well as of the notes thereto Company and with respect thereto such statements have been audited by Price Waterhouse its consolidated Subsidiaries for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years fiscal year ended December 31, 1995 and 1994 and 2002, all certified by BDO Xxxxxxx LLP, including in each case the related schedules and notes, and (b) an unaudited balance sheet of the Company and its consolidated Subsidiaries as at March 31, 2003 and statements of income, retained earnings stockholders’ equity and cash flowsflows of the Company and its consolidated Subsidiaries for the interim period ended on such date, as well prepared by the Company and certified by its principal financial officer (item (b) is referred to as the notes thereto “Interim Financial Statements”). All such financial statements (including any related schedules and with respect thereto such statements notes) have been reviewed by Xxxxx & Companyprepared in accordance with generally accepted accounting principles consistently applied, Morgan Hill, California. The audited except to the extent set forth in the notes to such financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows except for the month ended October 31, 1997 (absence of footnotes to the "Interim Financial Statements"). The Annual Financial Statements and except that the Interim Financial Statements are collectively referred subject to herein as normal year-end adjustments and to adjustments made in the "Financial Statements." The Financial Statements present fairly course of an audit that would not in the financial conditionaggregate be material, results throughout the periods involved and to the extent required by such principles show all liabilities, direct and contingent, of operations, retained earnings the Company and changes in cash flows of TBS at such dates and for such periods its Subsidiaries required to be shown thereon in accordance with GAAP consistently applied during generally accepted accounting principles. The balance sheets and the related schedules and notes fairly present the financial condition of the Company and its consolidated Subsidiaries. Except as set forth in Schedule 5.8, the Company has incurred no material liabilities since March 31, 2003, other than those incurred in the ordinary course. The net income and stockholders’ equity statements and the related schedules and notes fairly present the results of the operations of the Company and its consolidated Subsidiaries for the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements set forth in Schedule 5.8, there has been no material adverse change by TBS in any method the assets, business, prospects, properties, operations or condition, financial or otherwise, of accounting or keeping of the Company and its books of account or accounting practices for the thirty-three (33) month period ended on September 30Subsidiaries, 1997. TBS shall continue to provide to MCSC unaudited balance sheetstaken as a whole, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementsince March 31, 2003.

Financial Statements. TBS (a) Starfish has delivered to MCSC true, complete, accurate and correct Motorola copies of TBSStarfish's audited balance sheets for the year ended sheet as of December 31, 1996 1997 and statements of operations, shareholders' equity and cash flow for the nine months twelve-month period then ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Starfish Audited Financial Statements") and the unaudited balance sheet as of April 30, 1998 and statements of operations, shareholder's equity and cash flow for the four-month period then ended (collectively, the "Starfish Financial Statements"). (b) The Annual Financial Statements and Interim Starfish Financial Statements are collectively referred to herein complete and in accordance with the books and records of Starfish and present fairly in all material respects the financial position of Starfish as of the "Financial Statements." dates thereof. The Starfish Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, as to the Starfish unaudited financial statements, for the absence of footnotes) applied on a basis consistent with prior periods. Except and to the extent reflected or reserved against in such balance sheets (including the notes thereto), Starfish does not have, as of the dates of such balance sheets, any liabilities or obligations (absolute or contingent) of a nature required to be or customarily reflected in a balance sheet (or the notes thereto) prepared in accordance with GAAP. The reserves, if any, reflected on the Starfish Financial Statements are adequate in light of the contingencies with respect to which they are made. The statements of operations, shareholders' equity and cash flow are complete and in accordance with the books and records of Starfish and present fairly the financial condition, results of operations, retained earnings equity transactions and changes of Starfish for the periods indicated, subject, in cash flows the case of TBS at such dates the Starfish unaudited Financial Statements, to normal year end adjustments. (c) Starfish has no debt, liability, or obligation of any nature, whether known, unknown, accrued, absolute, contingent, or otherwise, and for such periods whether due or to become due and which is required to be reflected in a financial statement in accordance with GAAP consistently applied during the periods indicated. The statements of income included except for those (i) that are reflected or reserved against in the face of (as opposed to the notes to) the Starfish Financial Statements do not contain any items and (ii) that may have been incurred after the date of special or non-recurring income or expense or any other income not earned or expense not incurred the Starfish Financial Statements in the ordinary course of business except as expressly specified thereinbusiness, all of which are usual and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentationin amount, both individually and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified hereinthe aggregate. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreement.3.5

Financial Statements. TBS The Company has delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for each Purchaser the year ended December 31, 1996 and for the nine months ended September 30, 1997, and the related audited financial statements of income, retained earnings the Company and cash flows its Subsidiaries as well as the notes thereto at and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 2000, 2001 and 1994 2002 and unaudited financial statements as at and for the fiscal quarter ended March 31, 2003 and the related statements of incomemonths ended April 30, retained earnings 2003 and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October May 31, 1997 2003 (the "Interim Financial Statements"). The Annual Except as set forth on Schedule 3.22 of the Disclosure Schedule, the Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods have been prepared in accordance with GAAP consistently applied during United States generally accepted accounting principles ("GAAP") and fairly present the periods indicatedfinancial condition and operating results of the Company and its Subsidiaries as of the date, and for the period, indicated therein, except that the unaudited financial statements as at and for the fiscal quarter ended March 31, 2003 and the months ended April 30, 2003 and May 31, 2003 are subject to normal year-end adjustments and do not contain all notes required under GAAP. The statements Except as set forth in the Financial Statements, the Company and its Subsidiaries have no liabilities, obligations or commitments of income any nature (whether accrued, absolute, contingent, unliquidated or otherwise, due or to become due and regardless of when addressed), which are required to be included in the Financial Statements do not contain any items in accordance with GAAP other than (a) liabilities that are listed on Section 3.22 of special or non-recurring income or expense or any other income not earned or expense not incurred the Disclosure Schedule, (b) liabilities that have arisen in the ordinary course of business except as expressly specified thereinsince May 31, 2003 and have not had and could not reasonably be expected to have a Material Adverse Effect and (c) obligations to perform after the date hereof any contracts or agreement which have been disclosed on Section 3.10 of the Disclosure Schedule or which are not required to be disclosed Section 3.10 of the Disclosure Schedule because such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, contracts and no adjustments or restatements are or will be necessary in respect agreements do not meet the disclosure thresholds under Section 3.10 of any items of an usual or non-recurring nature, except as expressly specified hereinthe Disclosure Schedule. Except as described on such disclosed in the Financial Statements there has been no change by TBS in Statements, neither the Company nor any method Subsidiary is a guarantor or indemnitor of accounting any indebtedness of any other person or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreemententity.

Financial Statements. TBS The Borrower Representative has delivered furnished to MCSC true, complete, accurate the Lender complete and correct copies of TBS's (i) the audited balance sheets of Peak Resorts and its consolidated Subsidiaries for the year ended December 31, 1996 and for the nine months ended September Fiscal Year ending April 30, 1997, 2016 and the related statements of income, retained earnings shareholder’s equity, and cash flows, and, as applicable, changes in financial position or cash flows as well as 16 CORE/0503816.0513/125525037.8 for such Fiscal Year, and the notes thereto to such financial statements, reported upon by RSM US, LLP, certified public accountants, and with respect thereto such statements have been audited by Price Waterhouse (ii) the internal unaudited balance sheets of Peak Resorts and its consolidated Subsidiaries for the said periods then ended. TBS has also delivered to MCSC trueFiscal Quarter ending April 30, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 2016 and the related statements of incomeincome and shareholder’s equity for the Fiscal Quarter then ended, retained earnings certified by an executive officer of the Borrower Representative. All such financial statements: (a) have been prepared in accordance with GAAP, applied on a consistent basis (except as stated therein) and cash flows(b) fairly present in all material respects the financial condition of Peak Resorts and its consolidated Subsidiaries as of the respective dates thereof and the results of operations for the respective fiscal periods then ending, subject in the case of any such financial statements which are unaudited, to the absence of any notes to such financial statement and to normal audit adjustments, none of which are known to or could reasonably be expected to involve a Material Adverse Effect. No Borrower has experienced, nor has any Subsidiary thereof experienced, an event or circumstance that would have a Material Adverse Effect since the April 30, 2016 financial statements referenced above, nor has there been any material change in any Borrower’s or any of its Subsidiaries’ accounting procedures used therein. Peak Resorts and its consolidated Subsidiaries did not as well of April 30, 2016, and will not as of the Closing Date, after giving effect to the Loan made on the Closing Date, have any material contingent liabilities, material liabilities for taxes, unusual and material forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except those reflected in such financial statements or the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during or, to the periods indicated. The statements of income included extent not required to be reflected by GAAP, are disclosed in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementDisclosure Schedule.

Financial Statements. TBS (a) Arq has delivered to MCSC true, complete, accurate ADES true and correct complete copies of TBS's (i) the audited balance sheets for the year ended Arq and its Subsidiaries as of December 31, 1996 2020 and for the nine months ended September 30December 31, 1997, 2021 and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen for the years then ended (15the “Arq Year-End Financial Statements”), and (ii) calendar days after the end unaudited balance sheet for Arq and its Subsidiaries as November 30, 2022 and the related statements of each month prior income and cash flows for the eleven months ended November 30, 2022 (the “Arq Interim Financial Statements”, and, together with the Arq Interim Financial Statements, the “Arq Financial Statements”). The Arq Year-End Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Arq and its Subsidiaries at the respective dates thereof and the results of their operations and cash flows for the periods indicated. The Arq Interim Financial Statements have been prepared in accordance with the books and records of Arq, which have been maintained in a manner consistent with historical practice, and fairly present in all material respects the consolidated financial position of Arq and its Subsidiaries at the respective dates thereof and the results of their operations and cash flows for the periods indicated. Except for obligations or liabilities incurred in the Ordinary Course of Business since the date of the Most Recent Balance Sheet, Arq and its Subsidiaries have no liabilities, secured or unsecured (whether absolute, accrued, known or unknown, contingent or otherwise, and whether due or to become due) that are not fully reflected or provided for on the Closing or termination Most Recent Balance Sheet. Since the date of this Agreementthe Most Recent Balance Sheet, Arq and its Subsidiaries have not experienced any Arq Material Adverse Effect.

Financial Statements. TBS has delivered Seller shall prepare and deliver to MCSC trueBuyer unaudited financial information of the Business, complete, accurate including income statements for the relevant period and correct copies of TBS's balance sheets as of the last day of the relevant period, prepared on a basis consistent with the assumptions and basis of presentation of the special purpose financial statements for the year ended December 31, 1996 and Business for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the fiscal years ended December 31, 1995 2015 and 1994 2016 that were audited and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a trueBuyer on September 1, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 2017 (the "Interim Financial Statements"“Audited Financials”). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results for (1) each of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period Seller’s 2017 fiscal quarters that ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing Date (the “Quarterly Financials”) and (2) the period beginning on the day after the last day of the immediately preceding fiscal quarter and ending on the Closing Date (the “Stub Period Financials”). Seller shall deliver the Quarterly Financials no later than January 31, 2018; provided, however, that if the Closing Date is on or termination after December 31, 2017, Seller shall deliver the financial information for its fiscal quarter ended December 31, 2017 no later than sixty (60) days after the Closing Date. Seller shall deliver the Stub Period Financials (y) if the Closing Date is on or before October 31, 2017, no later than December 11, 2017, or (z) if the Closing Date is after October 31, 2017, no later than sixty (60) days after the Closing Date. Subject to the other provisions of this AgreementSection 4.18, Seller shall provide such financial statements and information (audited or unaudited, as the case may be) related to the pre-Closing Business, at such times, as Buyer reasonably requires to timely comply with its obligations under Rules 3-05 and 1-02(w) of Regulation S-X and cooperate reasonably with Buyer in connection with those statements and information. Buyer shall reimburse Seller and its Affiliates for all documented out-of-pocket expenses incurred by Seller and its Affiliates in connection with fulfilling their obligations in this Section 4.18. Prior to making any application to the SEC requesting that the SEC not object to Buyer providing abbreviated financial statements of the Business (in the form of the Audited Financials) in satisfaction of the requirements of Rule 3-05 of Regulation S-X (the “Waiver Request”), Buyer shall provide Seller and its counsel with a copy of the draft Waiver Request and three (3) Business Days to provide comments thereon, and shall give due consideration to any such comments prior to submitting the Waiver Request.

Financial Statements. TBS (a) The Borrower has delivered to MCSC truethe Administrative Agent and the Lenders (i) the audited consolidated and consolidating financial statements (including balance sheet and statements of income or operations, complete, accurate shareholders' equity and correct copies cash flows) of TBS's balance sheets Holdings and its Consolidated Subsidiaries as of and for the fiscal year ended December 31, 1996 1999, (ii) the unaudited financial statements (including balance sheet and statements of income or operations, shareholders' equity and cash flows) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of and for the nine months fiscal period ended September 30March 31, 19972000, and (iii) an unaudited pro forma balance sheet of the related Borrower and its Consolidated Subsidiaries dated as of the Closing Date which gives effect to the initial Loans made on the Closing Date and the other transactions to occur on such date or on the Closing Date. Such financial statements are true and correct (subject to any estimates or approximations permitted in accordance with GAAP), have been prepared in accordance with GAAP (except, in the case of incomeother than annual financial statements, retained earnings for year-end adjustments and cash flows as well as the notes thereto absence of financial statement footnotes required by GAAP) and fairly and accurately present, in all material respects, on a consolidated and consolidating (where applicable) basis, the financial condition of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) or, with respect thereto to the pro forma balance sheet referred to in clause (iii) preceding, the Borrower and its Consolidated Subsidiaries, in each case as of such statements have been audited by Price Waterhouse dates and the results of operations for the said respective periods then endedindicated therein. TBS There has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flowsnot been, as well as of the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & CompanyClosing Date, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly any material adverse change in the financial condition, results of operations, retained earnings businesses, operations, Properties, capitalization, assets, liabilities or prospects of the Borrower on an individual basis, of the Borrower and changes its Subsidiaries taken as a whole or of Holdings and its Subsidiaries taken as a whole, in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified thereineach case since December 31, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreement1999.

Financial Statements. TBS has delivered to MCSC true, complete, accurate Attached as EXHIBIT 2.14 hereto are the following financial statements of each of the Companies prepared on a cash basis applied on a consistent basis: (i) statements of assets and correct copies of TBS's balance sheets liabilities arising from cash transactions for the year ended December 31, 1996 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the fiscal years ended December 31, 1994, December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October December 31, 1997 1996 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial BALANCE SHEETS"), (ii) statements of revenues and expenses arising from cash transactions for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996 (referred to herein as the "STATEMENTS OF REVENUES AND Expenses"), and (iii) statements of assets and liabilities arising from cash transactions, statement of revenues and expenses arising from cash transactions for the eight months ended August 31, 1997 (collectively, together with the Balance Sheets and the Statements present fairly of Revenues and Expenses, referred to herein as the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated"FINANCIAL STATEMENTS"). The statements of income assets and liabilities arising from cash transactions included in the Financial Statements do not contain reasonably reflect on a cash basis the financial position of such Company at the respective dates thereof, and the statements of revenues and expenses arising from cash transactions included in the Financial Statements (x) reasonably reflect on a cash basis the results of operations for the periods therein referred to, and (y) reasonably reflect on a cash basis the financial condition of such Company at the respective date of, and for the period covered by, such statements. Except as set forth on SCHEDULE 2.14(A) attached hereto, none of the Companies have any items liability, whether accrued, absolute or contingent, of special a type required to be reflected on a balance sheet or non-recurring income described in the notes thereto in accordance with GAAP, other than (i) liabilities which have been reflected or expense or any other income not earned or expense not reserved against in the Financial Statements, (ii) liabilities incurred in the ordinary course of business except as expressly specified thereinsince August 31, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual iii) liabilities covered by insurance or non-recurring items) considered necessary for reinsurance (a fair presentation, complete and no adjustments or restatements are or will be necessary detailed description of which is provided in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementSCHEDULE 2.14(B)).

Financial Statements. TBS The Parent has delivered to MCSC true, complete, accurate the Agent and correct copies the Banks audited consolidated financial statements of TBS's balance sheets for the year ended December 31, 1996 Parent and the Subsidiaries as of and for the nine months Fiscal Year ended September 30, 1997, 2002 and an unaudited consolidated financial statement of the Parent and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse Subsidiaries for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended Fiscal Quarter ending December 31, 1995 and 1994 and the related statements of income2002. Such financial statements, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods prepared in accordance with GAAP consistently applied during and present fairly, in all material respects, on a consolidated basis, the financial condition of the Parent and the Subsidiaries as of the respective dates indicated therein and the results of operations for the respective periods indicatedindicated therein. The statements Neither the Borrower nor any of income included in the Financial Statements do not contain Obligated Parties has any items of special material contingent liabilities, liabilities for taxes, unusual forward or nonlong-recurring income term commitments, or expense unrealized or anticipated losses from any other income not earned or expense not incurred in the ordinary course of business unfavorable commitments except as expressly specified therein, and referred to or reflected in such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified hereinfinancial statements. Except as described on such Financial Statements there There has been no material adverse change by TBS in any method the business, condition (financial or otherwise), operations, or properties of accounting or keeping the Parent and the Subsidiaries taken as a whole since the effective date of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997most recent financial statements referred to in this Section 9.2. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior The Parent has delivered to the Closing or termination Agent the Projections (as defined below) of this Agreementthe Parent giving effect to the Sale and the Mergers and such Projections: (i) were prepared based on good faith estimates and assumptions which are believed by the Parent to be reasonable, (ii) are based on the best information available to the Parent after due inquiry and (iii) represent fairly, in all material respects, the pro forma financial position of the Parent and the Subsidiaries as of the date thereof as if the Sale and the Mergers had occurred on such date. As used herein the term "Projections" shall mean Parent's pro forma balance sheet as of December 31, 2002 and pro forma income statement, each reflecting the removal (sale) of the paint sundries division against 2002 actuals and 2003 budgets reflecting assumptions made at that time.

Financial Statements. TBS has delivered to MCSC true(a) Schedule 2.6(a) sets forth (i) an unaudited combined pro forma balance sheet of the Combined Business as of September 30, complete, accurate 1997 (the "Balance Sheet") and correct copies related unaudited combined pro forma statement of TBS's balance sheets income of the Combined Business for the year ended December 31, 1996 and for the nine six months ended September 30, 19971997 (together with the Balance Sheet, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements Excluded Assets, the Hernxxx Xxxluded Assets, the Non-Assumed Liabilities, and Interim the Hernxxx Xxx-Assumed Liabilities are excluded from the Balance Sheet. The Financial Statements are collectively referred to herein in accordance with the books and records of the Companies and the Hernxxx Xxxlers and except for the Excluded Assets, the Hernxxx Xxxluded Assets, the Non-Assumed Liabilities, the Hernxxx Xxx-Assumed Liabilities, and as set forth in Schedule 2.6(a), fairly present the "Financial Statements." The financial position and results of operations of the Combined Business on a stand-alone basis as of the date and for the period indicated, in conformity with GAAP throughout the period specified and in accordance with the procedures and criteria set forth on Schedule 1.6(a), except as expressly set forth therein and except that the Financial Statements present fairly may omit notes and are subject to normal year-end adjustments which are not, in the financial conditionaggregate, results material. Except as described on Schedule 2.6(a), all fees, charges, costs and expenses associated with the ownership, leasing, operation, maintenance and management of operationsthe Combined Business and the Assets owned, retained earnings used or held for use by the Combined Business have been fully and changes in cash flows of TBS at such dates properly reflected and for such periods charged on the Financial Statements in accordance with GAAP consistently applied during (to the periods indicatedextent such items are required to be so reflected and charged in accordance with GAAP). The statements of income included All Acquired Assets, Assumed Liabilities, Hernxxx Xxxchased Assets and Hernxxx Xxxumed Liabilities are disclosed on or reflected in the Financial Statements do not contain any items Balance Sheet except (i) as disclosed on Schedule 2.6(a), and (ii) as disposed of special or non-recurring income or expense or any other income not earned or expense not incurred transferred between September 30, 1997 and the Closing Date in the ordinary course of business except as expressly specified therein, consistent with past practice and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of accordance with this Agreement.

Financial Statements. TBS The Company has delivered to MCSC true, complete, accurate Parent true and correct complete copies of TBS's consolidated balance sheets of the Gaming Business at November 30, 1999, 1998 and 1997 and the related consolidated statements of earnings, changes in shareholders' equity and statements of cash flow for the year ended December 31fiscal years then ended, 1996 together with the notes thereto, audited, in the case of 1998 and 1997, by PricewaterhouseCoopers LLP (the "Company's Auditors"), all of which have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved ("GAAP"), and the unaudited consolidated balance sheet of the Company and Subsidiaries at April 30, 2000 and the related consolidated statements of earnings for the nine months five-month period then ended (without notes). Such balance sheets fairly present the consolidated financial position, assets and liabilities (whether accrued, absolute, contingent or otherwise) of the Company and its Subsidiaries as of the dates indicated and such statements of income, changes in shareholders' equity (where applicable) and cash flows (where applicable) fairly present the consolidated results of operations, changes in shareholders' equity (where applicable) and cash flows (where applicable) of the Gaming Business for the periods indicated. Attached as Exhibit C is a copy of the February 29, 2000 unaudited balance sheet of the Gaming Business (the "February Gaming Balance Sheet"). The February Gaming Balance Sheet fairly presents the financial position, assets and liabilities (whether accrued, absolute, contingent or otherwise) of the Gaming Business at the date indicated in accordance with GAAP (other than the absence of notes). The Company will, prior to September 30, 19972000, deliver to Parent the unaudited consolidated balance sheet of the Gaming Business as of the date of this Agreement, and the related statements consolidated unaudited statement of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods period then endedended (without notes). TBS has also delivered to MCSC trueSuch balance sheet will be consistently prepared with the February Gaming Balance Sheet and will fairly present the consolidated financial position, completeassets and liabilities (whether accrued, accurate absolute, contingent or otherwise) of the Gaming Business Company and correct copies of TBS's balance sheets for Subsidiaries at the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, Californiadate indicated. The audited financial statements and consolidated balance sheet of the reviewed financial statements Gaming Business at November 30, 1999 described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively is referred to herein as the "Financial StatementsCompany 1999 Balance Sheet"." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreement.

Financial Statements. TBS (a) Neovasc has delivered to MCSC trueParent and B-Balloon the audited financial statements of Neovasc as of and for the years ended December 31, complete, accurate 2005 and correct copies 2006 and the unaudited financial statements of TBS's balance sheets Neovasc as of and for the year ended December 31, 1996 and for 2007 (the nine months ended September 30“Neovasc Financial Statements”), 1997which are attached as Schedule 5.6. The Neovasc Financial Statements, and the related statements of income, retained earnings and cash flows as well as together with the notes thereto and with respect thereto such statements thereto, have been audited by Price Waterhouse for prepared in accordance with GAAP. Neovasc shall deliver the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements for and as of the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a trueyear ended December 31 2005, correct, complete 2006 and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods 2007 prepared in accordance with GAAP consistently applied during by the periods indicatedClosing and such financial statements, provided that there is no significantly adverse change to Parent or B-Balloon from the financial statements delivered to Parent and B-Balloon prior to the date hereof shall be included as part of the Neovasc Financial Statements for purposes of this Agreement. The statements Neovasc Financial Statements, together with the notes thereto are and will be true and correct in all material respects and fairly present and will fairly present in all material respects the assets, liabilities and shareholders’ equity of income included Neovasc as of the dates, and for the periods, indicated therein, subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments, which shall not be material. No event has occurred and nothing has come to the attention of Neovasc since December 31, 2007 to indicate that the Neovasc Financial Statements do did not contain fairly present in all material respects the assets, liabilities and shareholders’ equity of Neovasc as of the date thereof. Except as set forth in the Neovasc Financial Statements or Schedule 5.6(a), Neovasc has no liabilities of any items of special nature, contingent or non-recurring income or expense or any otherwise, other income not earned or expense not than (i) liabilities incurred in the ordinary course of business except as expressly specified thereinsubsequent to December 31, 2007 that do not exceed, in the aggregate, $50,000, and such (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in the Neovasc Financial Statements include all adjustments (including all normal recurring accruals for unusual Statements, which, individually or non-recurring items) considered necessary for a fair presentationin the aggregate, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior not material to the Closing financial condition or termination operating results of this AgreementNeovasc.

Financial Statements. TBS The Borrower has delivered heretofore furnished to MCSC truethe Lenders (i) the consolidated balance sheet and statements of earnings and cash flow of the Borrower and its Subsidiaries (A) as of and for the fiscal years ended December 31, complete1995, accurate and correct copies December 31, 1996, prepared in accordance with GAAP and audited by and accompanied by the opinion of TBS's balance sheets Ernst & Young LLP, independent public accountants and (B) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 1997, prepared in accordance with GAAP and certified by its chief financial officer and (ii) the Annual Statement of each of the Insurance Subsidiaries for the year ended December 31, 1996 and for the nine months ended September 30, 19971996, and the related statements Quarterly Statement of income, retained earnings and cash flows as well as each of the notes thereto and with respect thereto such statements have been audited by Price Waterhouse Insurance Subsidiaries for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years fiscal quarter ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October March 31, 1997 (in each case prepared in accordance with SAP and filed with such Insurance Subsidiary's Applicable Insurance Regulatory Authority. All the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements foregoing financial statements that were prepared in accordance with GAAP present fairly the financial conditioncondition and results of operations of the Borrower and its Subsidiaries and all of the foregoing statements that were prepared in accordance with SAP present fairly the statutory assets, liabilities, capital and surplus, results of operations, retained earnings operations and changes in cash flows of TBS at the applicable Insurance Subsidiary, as of such dates and for such periods periods, subject, in the case of any unaudited interim financial statements, to changes resulting from normal year-end adjustments. All the foregoing balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of the Borrower and its Subsidiaries or such Insurance Subsidiary, as the case may be, as of the dates thereof, as required in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except SAP, as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementapplicable.

Financial Statements. TBS has delivered to MCSC true, complete, accurate Attached as Section 4.9 of the Company Disclosure Schedule are the following financial statements (collectively the "Company Financial Statements"): (i) audited consolidated and correct copies of TBS's unaudited consolidated balance sheets and statements of income, changes in stockholders' equity, and cash flow as of and for the year fiscal years ended December 31September 30, 1996 1997 and September 30, 1998 (the "Company Most Recent Fiscal Year End") for the Company; and (ii) unaudited consolidated balance sheets and statements of income, changes in stockholders' equity, and cash flow (the "Company Most Recent Financial Statements") as of and for the nine (9) months ended September June 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 1999 (the "Interim Financial StatementsCompany Most Recent Fiscal Quarter End")) for the Company. The Annual Except as set forth in Schedule 4.9 of the Company Disclosure Schedule, the Company Financial Statements and Interim Financial Statements are collectively referred to herein as (including the "Financial Statements." The Financial Statements notes thereto) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby, present fairly the financial condition, results condition of operations, retained earnings and changes in cash flows the Company as of TBS at such dates and the results of operations of the Company for such periods periods, are correct and complete, and are consistent with the books and records of the Company (which books and records are correct and complete in accordance all material respects) subject to normal and recurring year-end adjustments which may be required with GAAP consistently applied during respect to the periods indicated. The statements Company Most Recent Financial Statements; provided, however, that there may hereafter arise required adjustments to the Company Most Recent Financial Statements which are not normal and recurring year-end adjustments and which are not set forth on Schedule 4.9 of income the Company Disclosure Schedule, and, when provided to eCom following the date hereof will be included on Schedule 4.9 of the Company Disclosure Schedule so long as such adjustments do not result in the Financial Statements do net worth of the Company as of June 30, 1999 being less than $1.5 million (and provided further that such adjustments up to $370,000 shall not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred be taken into account in reaching the indemnification threshold set forth in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary indemnification agreement referred to in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementSection 6.1.12 hereof).

Financial Statements. TBS Seller has delivered to MCSC true, complete, accurate and correct copies Buyer a copy of TBS(i) Seller's balance sheets for the year ended Balance Sheet at December 31, 1996 1997 and related Statement of Operations and Statement of Changes in Financial Position of Seller for the nine months ended September 30its fiscal year then ended, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements which have been audited by Price Waterhouse Seller's independent certified public accountant (the "Audited Financial Statements"), and (ii) Seller's unaudited Balance Sheet at March 31, 1998 and related Statements of Operations and Statements of Changes in Financial Position of Seller for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years quarters ended December March 31, 1995 1998 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Unaudited Financial Statements"). The Annual Audited Financial Statements and Interim the Unaudited Financial Statements are collectively referred (i) were prepared in conformity with generally accepted accounting principles consistently applied, subject to herein as normal year-end audit adjustments and footnotes in the "Financial Statements." The case of the Unaudited Financial Statements (none of which are expected to be material in amount), and (ii) present fairly the financial condition, position of Seller at the dates indicated and the results of operations, retained earnings operations of Seller and changes in cash flows of TBS at such dates and financial position for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Additional Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred to be delivered pursuant to Section 9.1(ii) that are for quarterly periods will (i) be prepared in conformity with generally accepted accounting principles applied consistently with the ordinary course of business except as expressly specified thereinAudited Financial Statements, and such (ii) present fairly the financial position of Seller at the dates indicated and the results of operations of Seller and changes in financial position for the periods indicated, subject to normal year-end audit adjustments and footnotes (none of which are expected to be material in amount). The Additional Financial Statements include all adjustments to be delivered pursuant to Section 9.1(ii) that are for monthly periods will (including all normal recurring accruals for unusual or non-recurring itemsi) considered necessary for a fair presentationbe prepared in conformity with generally accepted accounting principles applied consistently with the Audited Financial Statements, and no (ii) present fairly the results of operations of Seller for the periods indicated, subject to normal year-end audit adjustments or restatements and footnotes (none of which are or expected to be material in amount). Whenever references are made throughout this Agreement to financial statements, it will be necessary in respect of any items of an usual or non-recurring natureunderstood that all notes and exhibits are included therein, except as herein otherwise expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementprovided.

Financial Statements. TBS The Company has delivered furnished each Purchaser of any Accepted Notes with the following financial statements, identified by a principal financial officer of the Company: (i) a consolidated balance sheet of the Company and its Subsidiaries as at December 31 in each of the three fiscal years of the Company most recently completed prior to MCSC true, complete, accurate the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and correct copies of TBS's balance sheets for the year ended December 31, 1996 and for the nine months ended September 30, 1997, and the related consolidated statements of income, retained earnings stockholders' equity and cash flows of the Company and its Subsidiaries for each such year, all reported on by Arthur Andersen LLP; and (ii) a consolidated balance sheet of the Company axx xxx Xxxxxxxxries as well as at the notes thereto end of the quarterly period (if any) most recently completed prior to such date and with respect thereto after the end of such fiscal year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 released) and the related comparable quarterly period in the preceding fiscal year and consolidated statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, stockholders' equity and cash flows for the month ended October 31periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, 1997 prepared by the Company. Such financial statements (the "Interim Financial Statements"including any related schedules and/or notes). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods have been prepared in accordance with GAAP generally accepted accounting principles consistently applied during followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of income, stockholders' equity and cash flows fairly present the results of the operations of the Company and its Subsidiaries and their cash flows for the periods indicated. The statements consolidated balance sheet most recently delivered by the Company shows all liabilities, direct and contingent, of income included the Company and its Subsidiaries required to be shown in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified hereinaccordance with generally accepted accounting principles. Except as described on such Financial Statements there There has been no material adverse change by TBS in any method the business, condition (financial or otherwise), operations or (except to the extent disclosed in writing to the Purchasers of accounting or keeping Accepted Notes in the Request for Purchase for such Accepted Notes with a notation that it is an exception to the "prospects" representation of this paragraph 8B) prospects of the Company and its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after Subsidiaries taken as a whole since the end of each month prior to the Closing or termination of this Agreementmost recent fiscal year for which such audited financial statements have been furnished.

Financial Statements. TBS The Company has delivered to MCSC true, complete, accurate and correct copies Nations (i) the unaudited financial statements of TBS's balance sheets the Company for the year ended years ending December 31, 1996 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as including the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true(if applicable), complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx Tschirhart, Oroian, Little & CompanyRawi, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as P.C. (the "Annual Financial Statements." TBS has delivered to MCSC a true'), correct, complete and accurate copy of its balance sheet and related (ii) the unaudited compiled financial statements of income, retained earnings, and cash flows the Company for the 3 month period ended October March 31, 1997 1998, including the notes thereto, (if applicable) and unaudited internally generated financial statements of the Company for the four month period ended April 30, 1998, (collectively with the Annual Statements, the "Interim Financial Statements"), copies of which are attached to Schedule 5.8 hereto. The Annual balance sheet dated as of March 31, 1998 of Company included in the Financial Statements and Interim Financial Statements are collectively is referred to herein as the "Financial StatementsCurrent Balance Sheet." The Subject to the limitations and qualifications set forth in Schedule 5.8, the Financial Statements fairly present fairly the financial condition, position of the Company at each of the balance sheet dates and the results of operationsoperations for the periods covered thereby, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied on a basis consistent with the Company's prior practices except that such Financial Statements may not be accompanied by notes or other textual disclosure required by GAAP, and in the case of the interim statements are also subject to year end adjustments. The books and records of the Company fully and fairly in all material respects reflect all transactions, properties, assets and liabilities of the Company. Except as set forth in Schedule 5.8 there are no extraordinary or material non-recurring items of income or expense during the periods indicated. The statements of income covered by the Financial Statements and the balance sheets included in the Financial Statements do not contain reflect any items writeup or revaluation increasing the book value of special or non-recurring income or expense or any other income not earned or expense not incurred assets, except in the ordinary course case of business except the Annual Statements as expressly specified therein, and such specifically disclosed in the notes thereto. The Annual Financial Statements include reflect all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentationpresentation of the financial information contained therein. Nations agrees that the accounting assumptions and practices of the Company, and no adjustments so long as in accordance with GAAP or restatements are or set forth on Schedule 5.8, will not be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination a breach of this Agreementrepresentation.

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct copies of TBS's (a) Attached as SCHEDULE 2.7(a) are the audited balance sheets for the year ended Joint Venture at December 31, 1996 1993 and for the nine months ended September 30, 1997, 1994 and the related statements of income, retained earnings operations and cash flows as well as the notes thereto flow and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets capital accounts (deficiency) for the years ended December 31, 1995 1993 and 1994 (collectively, the "JOINT VENTURE YEAR END FINANCIAL STATEMENTS"), and an unaudited balance sheet for the Joint Venture at September 30, 1995 and the related statements of income, retained earnings operations and cash flows, as well as flow and statements of capital accounts (deficiency) for the notes thereto and with respect thereto period then ended (the "JOINT VENTURE CURRENT FINANCIAL STATEMENTS"). All such financial statements have been reviewed by Xxxxx & Companyprepared in accordance with the books and records of the Joint Venture and with generally accepted accounting principles applied on a consistent basis throughout the periods involved, Morgan Hill, California. The audited financial statements and subject to an absence of footnotes in the reviewed financial statements described above are referred hereto as case of the "Annual Joint Venture Current Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, position and results of operations, retained earnings and changes in cash flows operations of TBS at such the Joint Venture as of the dates and for such the periods indicated; and each and every financial statement prepared for each month commencing with January 1995, and for each calendar year commencing with 1995, and until the Closing (to be delivered to Buyer pursuant to Section 5.4(i)) will be prepared by the Joint Venture in accordance with GAAP consistently its books and records and with generally accepted accounting principles applied during on a consistent basis throughout the periods involved, and as compared with prior periods set forth above, and, subject to year-end adjustments where applicable and an absence of footnotes in the case of interim statements, and will be true, correct and complete in all material respects, and will present fairly the financial position and results of operations of the Joint Venture as of the dates and for the periods indicated. The Joint Venture Year End Financial Statements have been certified by the certified public accountants who examine the financial statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, Joint Venture (who are now and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for will continue until Closing to be a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of nationally recognized accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementfirm).

Financial Statements. TBS The Company has delivered to MCSC true, complete, accurate provided true and correct complete copies of TBS's the financial statements and information of the Group Companies (the “Financial Information”, including without limitation, audited and/or unaudited balance sheets for of the year ended December 31Group Companies, 1996 if applicable) to the Investor prior to the Closing. Further, Section 16 of the Disclosure Schedule sets forth the unaudited financial statements of the Domestic Companies as of and for the nine months ended September 30fiscal year ending on February 28, 1997, 2017 and the related unaudited consolidated balance sheets (the “Balance Sheet”) and statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, operations and cash flows for the Domestic Companies as of and for the six-month ended October 31period ending on February 28, 1997 2017 (the "Interim “Statement Date”) (collectively, the Financial Information referred to above, the “Financial Statements"”). The Annual Financial Statements provided to the Investor (a) have been prepared in accordance with the books and Interim Financial Statements are collectively referred to herein as records of the "Financial Statements." The Financial Statements Group Companies, (b) fairly present fairly in all material respects the financial condition, condition and position of the Group Companies as of the dates indicated therein and the results of operations, retained earnings operations and changes in cash flows of TBS at such dates and the Group for such periods in accordance with GAAP consistently applied during the periods indicatedindicated therein. The statements All of income included the accounts receivable owing to any of the Group Companies, including without limitation all accounts receivable set forth on the Financial Statements, constitute valid and enforceable claims and are current and collectible in the ordinary course of business in all material respects, net of any reserves shown on the Financial Information (which reserves are adequate and were calculated on a basis consistent with the Accounting Standards), and no further goods or services are required to be provided in order to complete the sales and to entitle the applicable Group Company to collect in full in respect of any such receivables. There are no material, contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any accounts receivable of any Group Company. Except as set forth in the Financial Statements do not contain any items Statements, each Group Company has no material liabilities or obligations, contingent or otherwise, as of special or non-recurring income or expense or any the Statement Date, other income not earned or expense not than (i) liabilities incurred in the ordinary course of business except as expressly specified thereinsubsequent to the Statement Date, (ii) obligations under contracts and commitments incurred in the ordinary course of business and (iii) liabilities and obligations of a type or nature not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for cases, individually and in the aggregate would not have a fair presentation, Material Adverse Effect. Each Group Company maintains and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method continue to maintain a standard system of accounting or keeping of its books of account or established and administered in accordance with generally accepted accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementprinciples.

Financial Statements. TBS has delivered to MCSC true, complete, MACESS' fiscal year ends on December 31. Schedule 3.6A includes accurate and correct complete copies of TBS's the following financial statements ("Audited Financial Statements"): (a) a balance sheets for the year ended sheet of MACESS as of December 31, 1996 1994 and for the nine months ended September 30December 31, 1997, 1993; and the related (b) statements of income, retained earnings statements of changes in stockholders' equity, and statements of cash flows for the periods from January 1, 1994 to December 31, 1994, and January 1, 1993 to December 31, 1993, and notes thereto. Schedule 3.6B includes accurate and complete copies of all the following unaudited financial statements: ("Unaudited Financial Statements") an unaudited balance sheet of MACESS as well of August 31, 1995 ("August 1995 Balance Sheet") and related unaudited financial statements, included but not limited to, unaudited statements of income, prepared by the management of MACESS on an ongoing basis since the Audited Financial Statements. All of the Audited Financial Statements were (x) prepared in accordance with GAAP; (y) fairly present the financial condition and results of operations of MACESS as of the notes thereto dates and with respect thereto such statements have been for the periods indicated; and (z) were audited by Price Waterhouse Ernst & Young LLP, whose report thereon is without qualification or explanatory paragraphs; provided, however, the method of revenue recognition is set out in footnote number 2 (Accounting Policies) to the Audited Financial Statements and is further explained on Schedule 3.6C. All of the Unaudited Financial Statements were prepared in accordance with GAAP, but exclude footnote disclosures, statements of changes in stockholder's equity, statements of cash flows, and, except for the said periods then endedAugust 1995 Balance Sheet, normal year-end adjustments. TBS has also delivered to MCSC trueThe Unaudited Financial Statements present fairly, completein all material respects, accurate and correct copies the financial position of TBS's balance sheets for the years ended December MACESS as of August 31, 1995 and 1994 the results of operations for the eight month period then ended. Set out on Schedule 3.6C is an explanation of the generally accepted accounting policies used by MACESS in connection with: (i) revenue recognition, (ii) capitalization and the related statements amortization of incomedeveloped Software, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California(iii) fixed asset depreciation. The audited Principals shall not be liable to SunGard in connection with any adverse change in MACESS' financial statements and statement or condition caused by a change in an accounting policy of MACESS made after the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy Effective Date provided that such old accounting policy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods MACESS was in accordance with GAAP consistently applied during the periods indicatedGAAP. The statements of income included Principals shall be responsible for any net loss, cost, expense or taxes resulting from any errors or omissions in the Financial Statements do not contain application of such policies that may have been incurred on or before the Effective Date, provided, however, that such amount shall be reduced by any items of special or non-recurring income or expense or any other income not earned or expense not incurred timing difference benefit received in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementfuture periods.

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct Complete copies of TBS's the audited financial statements consisting of the balance sheets for sheet of each Seller except Workforce One, LLC as at December 31 in each of the year ended December 31, 1996 years 2012 and for the nine months ended September 30, 1997, 2013 and the related statements of incomeincome and retained earnings, retained earnings stockholders’ equity and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets flow for the years then ended (the “Audited Financial Statements”), and unaudited financial statements consisting of the balance sheet of each Seller except Workforce One, LLC as at December 31, 1995 2014 and 1994 November 30, 2015 and the related statements of income, retained earnings income and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, stockholders’ equity and cash flows flow for the month period then ended October 31, 1997 (the "“Interim Financial Statements"). The Annual Financial Statements ” and Interim Financial Statements are collectively referred to herein as together with the "Audited Financial Statements." The , the “Financial Statements present fairly the financial condition, results of operations, retained earnings Statements”) have been delivered to Buyer. Workforce One is a disregarded entity for federal and changes in cash flows of TBS at such dates state income tax purposes and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do does not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred have a balance sheet regularly prepared in the ordinary course of business except as expressly specified thereinor financial statements. The Financial Statements have been prepared in accordance with GAAP applicable to Seller on the basis historically applied by each Seller applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Business, and such Financial Statements include all adjustments (including all normal recurring accruals fairly present the financial condition of each Seller except Workforce One, LLC as of the respective dates they were prepared and the results of the operations of the Business for unusual or non-recurring items) considered necessary for the periods indicated. The balance sheet of each Seller except Workforce One, LLC as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Business as of November 30, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. Sellers maintain a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method standard system of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended Business established and administered in accordance with GAAP applicable to each Seller on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of basis historically applied by each month prior to the Closing or termination of this AgreementSeller.

Financial Statements. TBS Seller has delivered to MCSC true, complete, accurate and correct copies Buyer the following unaudited financial statements of TBS's the Company: (a) balance sheets for the year ended as of December 31, 1996 2005, 2004 and for the nine months ended September 302003, 1997, and the related (b) statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets income for the years ended December 31, 1995 2005, 2004 and 1994 and 2003 (together with the related statements of incomebalance sheets referred to in subsection (a), retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "“Annual Financial Statements." TBS has delivered to MCSC “), (c) a true, correct, complete and accurate copy of its balance sheet and related statements as of incomeJune 30, retained earnings2006, and cash flows (d) a statement of income for the six-month period ended October 31June 30, 1997 2006 (together with the "balance sheet referred to in subsection (c), the “Interim Period Financial Statements"“), which are attached hereto in Section 3.6 to the Seller Disclosure Schedule. The Annual Financial Statements, the Interim Period Financial Statements and, from and after the date of delivery thereof the Subsequent Monthly Financial Statements and Interim the Audited Financial Statements (each as defined in Section 4.2(d)), are referred to collectively herein as the “Financial Statements.” The Annual Financial Statements are collectively referred to herein as and the "Audited Financial Statements." , when delivered, will be complete and correct in all material respects, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP“) throughout the periods indicated, except that the Annual Financial Statements do not contain footnotes. The Interim Period Financial Statements and the Subsequent Monthly Financial Statements, when delivered, will have been prepared in accordance with GAAP, except that they do not contain footnotes, and are subject to normal audit adjustments. The balance sheets included in the Financial Statements present fairly the financial condition, results condition of operations, retained earnings and changes in cash flows of TBS the Company as at such dates and for such periods in accordance with GAAP consistently applied during the periods indicatedtheir respective dates. The statements of income included in the Financial Statements do not contain any items reflect all costs that historically have been incurred and present fairly the results of special operations of the Company for the periods indicated. Except (i) as and to the extent disclosed or non-recurring income or expense or any other income not earned or expense not reserved against on the balance sheet of the Company as of June 30, 2006, (ii) as incurred after the date thereof in the ordinary course of business except consistent with prior practice and not prohibited by this Agreement or (iii) as expressly specified thereinset forth in Section 3.6 of the Seller Disclosure Schedule, none of Seller, Newco, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual the Company has any liabilities or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect obligations of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described whether absolute, accrued, contingent or otherwise and whether due or to become due, that, individually or in the aggregate, have or could have a Material Adverse Effect on such Financial Statements there has been no change by TBS in any method of accounting Newco or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementCompany.

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the year ended December 31, 1996 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and supporting schedules included in the reviewed financial statements described above are referred hereto Company's periodic filings filed pursuant to the Securities Exchange Act of 1934, as amended (the "Annual Financial Statements." TBS has delivered to MCSC a trueExchange Act"), correct, are complete and accurate copy correct in all material respects, are materially consistent with the books and records of its balance sheet the Company, the Operating Partnership and related statements the Subsidiaries, comply as to form in all material respects with applicable accounting requirements and to the rules and regulations of incomethe Securities and Exchange Commission with respect thereto, retained earningsand present fairly in all material respects the consolidated financial position of the Company, the Operating Partnership and the Subsidiaries as of the dates specified (subject to normal year-end audit adjustments in the case of unaudited interim financial statements) and the consolidated results of their operations and cash flows for the month ended October 31periods specified (subject to normal year-end audit adjustments in the case of unaudited interim financial statements); such financial statements, 1997 (including the "Interim Financial Statements"). The Annual Financial Statements related schedules and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial conditionnotes thereto, results of operations, retained earnings and changes were prepared in cash flows of TBS at such dates and for such periods in accordance conformity with GAAP consistently applied on a consistent basis during the periods indicatedinvolved, except as indicated therein or in the notes thereto. The statements of income included historical financial information and property information provided by the Company to the Purchasers and the information contained in the Financial Statements Company's press release, dated April 27, 2000 with respect to its first quarter financial results is true and correct, in all material respects, and accurately sets forth the financial results of the properties set forth therein. Such information, together with the Company's and the Operating Partnership's periodic filings pursuant to the Exchange Act, which filings include but are not limited to the Company's Annual Report on Form 10-K filed on March 30, 2000, Registration Statement on Form S-3 filed on January 18, 2000, Current Report on Form 8-K dated April 5, 2000, and Proxy Statement on form DEF 14A dated March 29, 2000 (collectively, the "Exchange Act Reports"), do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Neither the Company, the Operating Partnership nor any items of special the Subsidiaries has any material liability (whether accrued, absolute, contingent, unliquidated or non-recurring income otherwise, whether due or expense or any to become due), other income not earned or expense not incurred than: (i) liabilities disclosed in the Exchange Act Reports , (ii) liabilities which have arisen after the date of the last Exchange Act Report in the ordinary course of business except as expressly specified thereinbusiness, including those set forth on Schedule 3.10, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual iii) liabilities which could not reasonably be expected to have a Material Adverse Effect. The Prospectus Supplement filed by the Company to effect the registration of the Shares and Warrants and the Common Stock issuable upon the exercise or non-recurring items) considered necessary for conversion thereof does not contain an untrue statement of fact or omit to state a fair presentation, and no adjustments or restatements are or will be material fact necessary in respect order to make the statements made, in light of any items of an usual or non-recurring naturethe circumstances under which they were made, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementnot misleading.

Financial Statements. TBS The undersigned has delivered furnished Prudential with the following financial statements: (i) a consolidated balance sheet of the undersigned and its Subsidiaries as of December 31 in each of the years 2005 to MCSC true2007, complete, accurate and correct copies of TBS's balance sheets for the year ended December 31, 1996 and for the nine months ended September 30, 1997inclusive, and the related consolidated statements of income, retained earnings and cash flows and changes in common equity of the undersigned and its Subsidiaries for each such year, all reported on by the undersigned's independent public accountants, (ii) a condensed consolidated balance sheet of the undersigned and its Subsidiaries as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for March 31 in each of the years ended December 31, 1995 2007 and 1994 2008 and the related condensed consolidated statements of income, retained earnings cash flows and cash flowscomprehensive income for the three-month period ended on each such date, prepared by the undersigned and (iii) a condensed consolidated balance sheet of the Company as well at the end of the quarterly period (if any) most recently completed prior to the date as of which this representation is made or repeated to the notes thereto Purchaser and with respect thereto after December 31, 2007 (other than quarterly periods completed within sixty (60) days prior to such date for which financial statements have not been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements released) and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related condensed consolidated statements of income, retained earningscash flows and comprehensive income for the periods from the beginning of the fiscal year in which such quarterly periods are included to the end of such quarterly periods, prepared by the undersigned. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods involved (except as otherwise expressly set forth therein) and show all liabilities, direct and contingent, of the undersigned and its Subsidiaries required to be shown in accordance with such principles. The consolidated balance sheets fairly present the condition of the undersigned and its Subsidiaries as of the dates thereof, and the statements of income, cash flows and changes in common equity, as applicable, fairly present the results of the operations of the undersigned and its Subsidiaries and their cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there There has been no material adverse change by TBS in any method the business, condition (financial or otherwise) or operations of accounting or keeping of the undersigned and its books of account or accounting practices for the thirty-three (33) month period ended on September 30Subsidiaries taken as a whole since March 31, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreement2008.

Financial Statements. TBS has delivered All accounting terms used herein and not expressly defined in this Agreement shall have the respective meanings given to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the year ended December 31, 1996 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and them in conformance with respect thereto such statements have been audited by Price Waterhouse for the said periods then endedGAAP. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial Financial statements and other information furnished after the reviewed financial statements described above are referred hereto as date hereof pursuant to the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for Agreement or the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods other Transaction Documents shall be prepared in accordance with GAAP consistently applied during as in effect at the periods indicatedtime of such preparation, PROVIDED, HOWEVER, that no "Accounting Changes" (as defined below) shall be taken into account in determining compliance with the financial covenants, standards or terms in this Agreement. The Company shall prepare footnotes to each Compliance Certificate and the financial statements required to be delivered hereunder that show the differences between the basis for calculating financial covenant compliance (the calculation of income included financial covenant compliance shall not be based upon nor reflect such Accounting Changes) and the financial statements delivered (which shall reflect such Accounting Changes). "ACCOUNTING CHANGES" means: (a) changes in accounting principles required by GAAP and implemented by the Company; (b) changes in accounting principles recommended by the Company's certified public accountants and implemented by the Company; (c) changes in carrying value of the Company's or any of its Subsidiaries' assets, liabilities or equity accounts resulting from (i) the application of purchase accounting principles (A.P.B. 16 and/or 17 and EITF 88-16 and FASB 109) to the purchase and sale of the Securities or the other transactions described in the Financial Statements do not contain any items Transaction Documents, or (ii) as the result of special or non-recurring income or expense or any other income adjustments that, in each case, were applicable to, but not earned or expense not incurred in included in, the ordinary course of business except as expressly specified therein, and Pro Forma Balance Sheet. All such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior resulting from expenditures made subsequent to the Closing Date (including, but not limited to, capitalization of costs and expenses or termination payment of this Agreementpre-Closing Date liabilities) shall be treated as expenses in the period the expenditures are made; and (d) changes in the calculation of the estimated life of the assets of the Company's or of any of its Subsidiaries.

Financial Statements. TBS has Hansxx'x xxx delivered to MCSC trueFresh Juice (i) audited financial statements including the related notes thereto for its fiscal year ended June 30, complete1996 containing the balance sheet of Hansxx'x xx of the end of such fiscal year, accurate and correct copies the related statement of TBS's operations and retained earnings and statement of cash flows for such year, and (ii) (unaudited) internal financial statements for the months of August and September, 1996 containing the corresponding balance sheets and related statements of operations and retained earnings. At or after Closing, but not later than thirty (30) days after Closing, Hansxx'x xxxll deliver to Fresh Juice (i) audited financial statements, including the related notes thereto, for its fiscal year ended June 30, 1995, containing the balance sheet of Hansxx'x xx of such fiscal year and the related statement of operations and retained earnings and statement of cash flows for such year, as well as an audited statement of operations for the fiscal year ended December June 30, 1994. The foregoing financial statements have been (and those to be delivered at or after Closing will be) prepared in accordance with generally accepted accounting principles consistently applied throughout the periods indicated, are complete and correct, and fairly present the financial position and stockholders' equity of Hansxx'x xx of the date and for the respective periods indicated. The balance sheets as of June 30, 1996, August 31, 1996 and for the nine months ended September 30, 1997, 1996 each make full and adequate provision for all fixed and contingent obligations and liabilities of Hansxx'x xx of the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates date and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect as of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue 1996, Hansxx'x xxxs not have any fixed obligations or liabilities not reflected in or adequately reserved against on such balance sheet as of September 30, 1996 or set forth in the Schedules to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreement.. To the knowledge of Hansxx'x xxx the Selling Stockholders, there is no basis for the assertion against Hansxx'x xx any liability or obligation not adequately reflected or reserved against in such financial statement or set forth in the Schedules to this Agreement; Hansxx'x xxx no liabilities, fixed or contingent, which would adversely affect the conduct of the business of Hansxx'x xxxer than as reflected or reserved against in the balance sheet of Hansxx'x xx of September 30, 1996 or set forth in the Schedules to this Agreement. 3.9

Financial Statements. TBS has delivered Deliver to MCSC truethe Collateral Agent and each Purchaser: (a) as soon as available, completeand in any event within ninety-five (95) days after the end of each fiscal year of Parent (or, accurate if earlier, when required to be filed with the SEC), a consolidated balance sheet of Parent and correct copies its Subsidiaries as at the end of TBS's balance sheets for the year ended December 31, 1996 and for the nine months ended September 30, 1997such fiscal year, and the related consolidated statements of incomeincome or operations, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, changes in shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the month ended October 31figures for the previous fiscal year, 1997 all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Purchasers, which report and opinion shall be unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Parent’s independent public accountants) and prepared in accordance with generally accepted auditing standards. For purposes of clarity, a “going concern” statement or explanatory note shall not be a qualification for purposes hereof; and (b) as soon as available, and in any event within fifty (50) days after the "Interim Financial Statements"end of each of the first three fiscal quarters of each fiscal year of Parent (or, if earlier, when required to be filed with the SEC). The Annual Financial Statements , a consolidated balance sheet of Parent and Interim Financial Statements are collectively referred to herein its Subsidiaries as at the "Financial Statements." The Financial Statements present end of such fiscal quarter, and the related consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal quarter and for the portion of Parent’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Parent as fairly presenting in all material respects the financial condition, results of operations, retained earnings shareholders’ equity and changes in cash flows of TBS at such dates Parent and for such periods its Subsidiaries in accordance with GAAP consistently applied during GAAP, subject only to normal year-end audit adjustments and the periods indicatedabsence of footnotes. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreement.7.02

Financial Statements. TBS has delivered Borrower shall deliver to MCSC trueLender, complete, accurate and correct copies within ninety (90) days following the end of TBS's balance sheets for the year ended December 31, 1996 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy each of its balance sheet and related statements of incomefiscal years, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any set forth on Schedule A. Borrower shall deliver to Lender such other income not earned or expense not incurred in the ordinary course of business except financial information as expressly specified thereinLender shall request, and such Financial Statements include all adjustments including, (including all normal recurring accruals for unusual or non-recurring itemsa) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three within thirty (3330) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month month, reasonably detailed monthly and fiscal year-to-date financial statements prepared in accordance with generally accepted accounting principles, certified by the chief financial officer, president or chief executive officer of Borrower as presenting fairly the financial condition of Borrower, which shall also include a covenant and compliance certificate in form satisfactory to Lender that provides a calculation of, and certification of Borrower's compliance with, the financial covenants described in Section 8.6 hereof and the status of all other monetary covenants set forth in Sections 7 and 8 hereof for such period, (b) no later than April 30th of each calendar year, completed tax returns together with all schedules thereto provided that if Borrower has not filed its tax returns and schedules by such time, Borrower shall deliver evidence that it has obtained an extension for such filing and shall deliver copies of such tax returns and schedules thereto within fifteen (15) days after such returns and schedules are actually filed but in any event no later than October 31st of each calendar year, and (c) at least sixty (60) days prior to the Closing or termination end of this AgreementBorrower's fiscal year, an annual operating budget showing a projected income statement, balance sheet and cash flows as of each month end for the forthcoming fiscal year. In addition to the above, Borrower shall deliver final audited financial statements for the fiscal year ending March 31, 2008 to Lender within 45 days after the Effective Date, and such financial statements shall be satisfactory to Lender in all respects and shall not be materially different (as determined by Lender in its sole discretion) from the internal financial statements previously delivered to Lender by Borrower.

Financial Statements. TBS IPI has delivered furnished to MCSC trueWMT its audited statement -------------------- of income and retained earnings and statement of cash flows for the calendar years ended, complete, accurate and correct copies of TBS's balance sheets for the year ended at, December 31, 1996 1992, 1993 and 1994, and its unaudited interim statement of income and retained earnings for the period ended, and balance sheet at, October 31, 1995. IPI has also furnished to WMT unaudited pro forma financial statements for the calendar year ended, and at, December 31, 1994 and for the nine (9) months ended ended, and at, September 30, 19971995, reflecting only IPI's commercial division. All IPI assets and liabilities shall be contributed to IPI*GrammTech, Inc. and spun-off to the related statements IPI Shareholders prior to the Closing (the "Spin-Off"), with the exception of incomethose assets and liabilities set forth on Exhibit 2.02 to that certain Internal Reorganization Plan, by and between IPI and IPI*GrammTech, Inc., dated as of November 14, 1995 (the "Internal Reorganization Plan"), which shall remain with IPI and be reflected in the Closing Balance Sheet. At Closing IPI shall deliver to WMT a balance sheet (the "Closing Balance Sheet") dated as of the Closing Date and statement of income and retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then endedperiod ended as of the Closing Date. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's The balance sheets for the years ended December sheet at October 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are is hereinafter referred hereto to as the "Annual Financial Statements.October Balance Sheet," TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related all such financial statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively hereinafter referred to herein collectively as the "IPI Financial Statements." The IPI Financial Statements present fairly the have been and will be complete, true and accurate in all material respects and, except for any interim financial conditionstatements, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods have been prepared in accordance with GAAP consistently generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods indicated. The statements involved, and are and will be in accordance with IPI's books and records, and fairly present the financial position of income included IPI and the results of its operations as of the date and for the periods indicated thereon, subject in the case of the unaudited portion of the IPI Financial Statements do to normal year-end audit adjustments which will not contain any items be material and the absence of special footnote disclosures. At the date of the October Balance Sheet (the "October Balance Sheet Date") and as of the Closing Date, IPI had and will have no liabilities or non-recurring income obligations, secured or expense unsecured (whether accrued, absolute, contingent or any other income otherwise) not earned reflected on the October Balance Sheet or expense Closing Balance Sheet or the accompanying notes thereto except for liabilities and obligations as may have arisen in the ordinary course of business prior to the date of said Balance Sheet and which, under GAAP, would not have been required to be reflected on such Balance Sheet and except for liabilities incurred in the ordinary course of business except as expressly specified therein, since the date of said Balance Sheet which are usual and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or in amount. The Closing Balance Sheet will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days prepared after the end Spin-off and reflect the effect of each month prior to the Closing or termination of this AgreementSpin-off.

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct copies Attached hereto as Exhibit 2.02 are the most recent financial statements dated as of TBS's balance sheets for the year ended December May 31, 1996 and 2001 for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, CaliforniaFastpoint. The audited financial statements filed as part of ProCare's annual report filed with the Securities and Exchange Commission on Form 10-KSB and ProCare's most recent quarterly report on Form 10-QSB filed with the reviewed Commission are specifically incorporated herewith. Said financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a trueinclude ProCare's Balance Sheet, correct, complete Income Statement and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements")Changes in Stockholders Equity. The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements financial statements present fairly the financial condition, results position of operations, retained earnings and changes each company as of the dates set forth in cash flows of TBS at such dates and for such periods in accordance with GAAP consistently applied during the periods indicatedfinancial statements. The financial statements of income included for ProCare have been prepared in conformity with generally accepted accounting principles. There has been no material adverse change in the Financial Statements do not contain financial condition since the date of the financial statements. All liabilities, contingent or otherwise, are set forth in the financial statements and there are no undisclosed liabilities of any items kind or nature since the date of special or non-recurring income or expense or any other income not earned or expense not the financial statements. Except for fees and expenses incurred in connection with this transaction, neither ProCare nor FastPoint has incurred any liabilities in excess of $100.00 and except as contemplated by this transaction, there have been no transactions entered into outside of the ordinary usual course of business except business. As to any legal, accounting or other costs incurred by either ProCare or FastPoint in closing this transaction, it is specifically agreed and understood that all fees and costs shall be the personal responsibility of Marsik and that HKUC and ProCare may offset any amounts due Marsik frox xxx promissory notes as expressly specified therein, a result of Marsik's breach of thix xxxxgation.. ProCare is a public entxxx xxxx files periodic reports with the Securities and such Financial Statements include all adjustments Exchange Commission. Copies of the ProCare reports are accessible through the Commission's Internet website located at www.sec.gov (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified hereinits EDGAR archives). Except as described on such Financial Statements there contemplated by this Agxxxxxxx xxx the antixxxxxed acquisitions, since March 31, 2001, ProCare has been no change by TBS in neither issued any method of accounting or keeping additional shares of its books common stock or issued any rights or warrants of account any kind or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements nature which when exercised could be converted into shares of income and cash flows within fifteen (15) calendar days after the end common stock of each month prior to the Closing or termination of this AgreementProCare.

Financial Statements. TBS LGI has delivered to MCSC truePurchaser its (a) unaudited financial statements as of September 30, complete2011 (“Interim Statements”), accurate and correct copies of TBS's balance sheets (b) audited financial statements for the fiscal year ended 2010 (“2010 Statements”) and (c) unaudited financial statements as of December 31, 1996 2011 (“2011 Statements”), in each case including a balance sheet, income statement and statement of cash flows (collectively, the “Financial Statements”). The 2010 Statements have been prepared in accordance with GAAP, except as may be otherwise specified therein or in the notes thereto, and fairly present in all material respects the financial condition and operating results of LGI and its consolidated subsidiaries as of December 31, 2010, and for the nine months ended September 30fiscal year then ended. The Interim Statements have been prepared in accordance with GAAP, 1997, and the related statements of income, retained earnings and cash flows except as well as may be otherwise specified therein or in the notes thereto and with respect thereto such statements have been audited except that the Interim Statements may not contain all footnotes required by Price Waterhouse for GAAP or may be condensed or summary statements, and fairly present in all material respects the said periods then ended. TBS has also delivered to MCSC truefinancial position of LGI and its consolidated subsidiaries as of September 30, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 2011 and the related statements results of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, operations and cash flows for the three- and nine-month ended October periods then ended, subject to normal, year-end audit adjustments. The 2011 Statements have been internally prepared, are unaudited, do not have footnotes, and are subject to year-end adjustments. To the best knowledge of LGI, but subject to the foregoing limitations, the 2011 Statements fairly present in all material respects the financial position of LGI and its consolidated subsidiaries as of December 31, 1997 (2011 and the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings operations and changes in cash flows for the fiscal year then ended, subject to normal, year-end adjustments and inclusion of TBS at such dates notes necessary for fair presentation and for such periods in accordance with GAAP consistently applied during the periods indicateddisclosure. The statements of income included Except as set forth in the Financial Statements do not contain or in any items of special the Disclosure Schedules, LGI has no material liabilities or non-recurring income obligations, contingent or expense or any otherwise, other income not earned or expense not than (a) liabilities incurred in the ordinary course of business except as expressly specified thereinsubsequent to December 31, 2011, (b) obligations under contracts and commitments incurred in the ordinary course of business, and (c) liabilities and obligations of a type or nature not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for cases, individually and in the aggregate would not have a fair presentation, Material Adverse Effect. LGI maintains and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide maintain accounting policies and procedures that conform to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this AgreementGAAP.

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct Complete copies of TBS's the Purchaser’s audited financial statements consisting of the balance sheets for sheet of the year ended Purchaser as at December 31, 1996 2020 and for the nine months ended September 30as at December 31, 1997, 2019 and the related statements of income, retained earnings stockholders’ equity and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets flow for the years then ended December (the “Audited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Purchaser as at March 31, 1995 and 1994 2021 and the related statements of income, retained earnings income and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows flow for the three-month period then ended October 31, 1997 (the "“Interim Financial Statements")” and together with the Audited Financial Statements, the “Financial Statements”) have been made available to the Seller by way of the SEC’s Electronic Data Gathering Analysis and Retrieval (EDGAR) system. The Annual Txx Xxdited Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods have been prepared in accordance with GAAP consistently and the Interim Financial Statements have been prepared in accordance with GAAP, both as applied during on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Purchaser, and fairly present the financial condition of the Purchaser as of the respective dates they were prepared and the results of the operations of the Purchaser for the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for Purchaser maintains a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method standard system of accounting established and administered in accordance with GAAP. The Purchaser acknowledges that, in making their decision to enter into this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby and thereby, the Seller is expressly relying on the Purchasers’ representations and warranties in this Section 6.06 and that, without such representations and warranties, the Seller would not have entered into this Agreement and the other Transaction Documents or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior consented to the Closing or termination of this Agreementtransactions contemplated hereby and thereby.

Financial Statements. TBS (a) CBI has delivered to MCSC true, complete, accurate SYBT true and correct complete copies of TBS's balance sheets for (i) the year ended consolidated audited statements of financial condition (including related notes and schedules, if any) of CBI as of December 31, 1996 and for the nine months ended September 30, 1997, 2020 and the related audited statements of income, retained earnings shareholders’ equity and cash flows as well as the (including related notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC trueschedules, complete, accurate and correct copies of TBS's balance sheets if any) for the years ended December 31, 1995 2020 and 1994 and 2019 (the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual “CBI Audited Financial Statements." TBS has delivered to MCSC a true, correct, complete ”) and accurate copy of its (ii) the monthly consolidated unaudited balance sheet sheets and related statements of incomeincome (including related notes and schedules, retained earnings, and cash flows if any) of CBI for the quarterly periods beginning on January 1, 2021 and ending on the last day of the month ended October 31, 1997 immediately preceding the month in which the Effective Time occurs (the "“CBI Interim Financial Statements"”) (the CBI Audited Financial Statements and CBI Interim Financial Statements, collectively, the “CBI Financial Statements”). The Annual CBI Financial Statements (including the related notes, where applicable) (i) have been prepared from, and Interim Financial Statements are collectively referred to herein as in accordance with, in all material respects, the "Financial Statements." The Financial Statements books and records of CBI and the CBI Subsidiaries, (ii) fairly present fairly in all material respects the financial condition, consolidated results of operations, retained earnings and cash flows, changes in cash flows shareholders’ equity and consolidated financial position of TBS at such CBI and the CBI Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and for such periods amount), (iii) complied in all material respects with applicable regulatory accounting requirements, and (iv) have been prepared in accordance with GAAP consistently applied during the periods indicatedinvolved, except, in each case, as indicated in the statements or in the notes thereto. The statements books and records of income included CBI and the CBI Subsidiaries have been, and are being, maintained in the Financial Statements do not contain any items of special or non-recurring income or expense or all material respects in accordance with GAAP and any other income applicable legal and accounting requirements and reflect only actual transactions. Xxxxx LLP has not earned resigned (or expense not incurred informed CBI that it intends to resign) or been dismissed as independent public accountants of CBI as a result of or in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for connection with any disagreements with CBI on a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method matter of accounting principles or keeping of its books of account practices, financial statement disclosure or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing auditing scope or termination of this Agreementprocedure.

Financial Statements. TBS has delivered During the period from the date hereof until the expiration or termination of this Guaranty, the Guarantor shall deliver to MCSC truethe Beneficiaries: (a) As soon as available, completebut no later than sixty (60) days after the end of the first three quarterly fiscal periods of each applicable fiscal year of the Guarantor, accurate and correct copies beginning with the fiscal year that ends after the date hereof, unaudited consolidated financial statements of TBS's balance sheets Guarantor for the period from the beginning of the respective fiscal year ended December 31to the end of such period, 1996 and for the nine months ended September 30, 1997, including a balance sheet and the related statements statement of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings stockholders’ equity and cash flows, as well as in each case setting forth comparative figures for the notes thereto period from the beginning of the respective fiscal year to the end of such period in the preceding fiscal year, to the extent comparative figures for previous dates and with respect thereto periods are publicly available, and accompanied by a certificate by an 7 authorized representative of Guarantor, which certificate shall state that such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month ended October 31, 1997 (the "Interim Financial Statements"). The Annual Financial Statements and Interim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements fairly present fairly in all material respects the financial condition, condition and (to the extent applicable) results of operations, retained earnings operations of Guarantor and changes in cash flows of TBS at such its consolidated subsidiaries on the dates and for such the periods indicated in accordance with GAAP consistently applied during applied, as at the periods indicated. The end of, and for, such period (subject to normal year-end audit adjustments); and (b) As soon as available, but not later than one hundred twenty (120) days after the close of each fiscal year of the Guarantor, beginning with the fiscal year that ends after the date hereof, audited statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified thereinincome, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income stockholders’ equity and cash flows within fifteen (15) calendar days after of Guarantor and its consolidated subsidiaries for such year and the related balance sheet as at the end of such year, setting forth in each month prior case (to the Closing extent comparative figures for the previous dates and periods are publicly available) in comparative form the corresponding figures for the preceding fiscal year, and accompanied by an opinion of Xxxxx & Young LLP or termination another independent certified public accountant of recognized national standing, which opinion shall state that such financial statements fairly present in all material respects the financial condition and results of operations of Guarantor and its consolidated subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP (subject to normal year-end audit adjustments); provided, that if the Guarantor is a public company and is required or permitted to file reports under the Securities Exchange Act of 1934, the availability of such quarterly or annual financial statements filed thereunder, or the availability on the Guarantor’s website, shall satisfy the requirements of this AgreementSection 8. SECTION 9.

Financial Statements. TBS WMT has delivered furnished to MCSC trueStar its audited -------------------- consolidated statement of operations, complete, accurate statement of stockholders' equity and correct copies statement of TBS's balance sheets cash flows for the year ended December 31, 1996 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the three (3) fiscal years ended December 31, 1995 and 1994 WMT's audited consolidated balance sheet at December 31, 1995; and the related statements unaudited consolidated statement of income, retained earnings operations and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy statement of its balance sheet and related statements of income, retained earnings, and cash flows for the month nine (9) months ended October September 30, 1996 and the unaudited consolidated balance sheet at September 30, 1996. WMT will furnish to Star as soon as available its audited consolidated financial statements for the fiscal year ended December 31, 1997 (the "Interim Financial Statements")1996. The Annual Financial Statements and Interim Financial Statements are collectively balance sheet at September 30, 1996 is hereinafter referred to herein as the "WMT Balance Sheet," and all such financial statements are hereinafter referred to collectively as the "WMT Financial Statements." The WMT Financial Statements present fairly the financial condition, results of operations, retained earnings have been and changes in cash flows of TBS at such dates and for such periods will be prepared in accordance with GAAP consistently applied on a consistent basis during the periods indicatedinvolved, and fairly present and will present the consolidated financial position of WMT and the results of its operations as of the date and for the periods indicated thereon. The statements At the date of income included the WMT Balance Sheet (the "WMT Balance Sheet Date"), neither WMT nor its consolidated subsidiaries had any liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise) not reflected on the WMT Balance Sheet or the accompanying notes thereto except for liabilities and obligations as may have arisen in the Financial Statements do ordinary course of business a result of the sale of the semiconductor business and resultant reorganization prior to the date of said Balance Sheet and which, under GAAP, would not contain any items of special or non-recurring income or expense or any other income not earned or expense not have been required to be reflected on such Balance Sheet and except for liabilities incurred in the ordinary course of business except as expressly specified therein, since the date of said balance sheet which are usual and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, in amount and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementtype.

Financial Statements. TBS has delivered to MCSC trueAnnex C includes the following financial statements of Seller (collectively, completethe “Initial Financial Statements” and collectively with the Fiscal 2006 Financial Statements, accurate and correct copies of TBS's the “Financial Statements”) (a) audited balance sheets for the year ended December as of October 31, 1996 2005 and for the nine months ended September 302004, 1997, and the related (b) audited statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets income for the years ended December October 31, 1995 2005 and 1994 and the related 2004, (c) audited statements of incomeshareholders’ equity for the years ended October 31, retained earnings 2005 and cash flows, as well as the notes thereto 2004 and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The (d) audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows for the month years ended October 31, 1997 (the "Interim Financial Statements")2005 and 2004. The Annual Initial Financial Statements have been (and Interim the Fiscal 2006 Financial Statements are collectively referred to herein as the "Financial Statements." will be) prepared in accordance with GAAP. The Initial Financial Statements present (and the Fiscal 2006 Financial Statements will present) fairly in all material respects the financial condition, position of Seller and the Business as of the respective dates indicated therein and the results of operations, retained earnings operations and changes in shareholders’ equity and cash flows flow for the respective periods indicated therein. Except as set forth in Annex C, Seller will not have as of TBS at such dates the date of the Fiscal 2006 Financial Statements, and for such periods in accordance with Seller will not have incurred since that date, any Liabilities relating to the Transferred Assets or the Business, except Liabilities: (i) that, if required by GAAP consistently applied during the periods indicated. The statements of income included to be accrued or reserved against, are accrued or adequately reserved against in the Fiscal 2006 Financial Statements; or (ii) that were incurred after the date of the Fiscal 2006 Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, of Seller and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for which could not reasonably be expected to have a fair presentation, and no adjustments or restatements are or will be necessary in Material Adverse Effect with respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing Transferred Assets or termination the Business. For purposes hereof, “Liabilities” shall mean, with respect to the Transferred Assets or the Business, any debt, obligation or other liability related to the Transferred Assets or the Business, whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due, including without limitation liabilities for Taxes, material forward or long-term commitments, or unrealized or anticipated losses from any of this Agreementthe Assigned Contracts.

Financial Statements. TBS (a) The U.S. Borrower has delivered furnished to MCSC true, complete, accurate the Administrative Agent and the Lenders complete and correct copies of TBS's balance sheets the Historical Financial Statements. The financial statements referred to in clauses (a) and (b) of the definition of Historical Financial Statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), and fairly present the financial position of the U.S. Borrower and its Subsidiaries (excluding, for the avoidance of doubt, the Target Companies) as of the respective applicable dates indicated and 154 the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements that are unaudited, to the absence of footnotes and normal audit or review adjustments. The financial statements referred to in clause (c) of the definition of Historical Financial Statements have been prepared in accordance with EU IFRS, or, in the case of the fiscal year ended December 31, 1996 and for the nine months ended September 300000, 1997Xxxxxxxxxx XXXX, in each case consistently applied (except as stated therein), and fairly present the related statements financial position of income, retained earnings and cash flows the Target Companies as well as of the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 respective applicable dates indicated and the related statements consolidated results of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, their operations and cash flows for the month ended October 31respective periods indicated. Other than the Obligations, 1997 (the "Interim Financial Statements"). The Annual Financial Statements U.S. Borrower, the Target and Interim Financial Statements are collectively their respective Subsidiaries did not have, as of the date of the latest financial statements referred to herein above, and will not have as of the "Financial Statements." The Financial Statements present fairly Closing Date after giving effect to the incurrence of Loans or LC Issuances hereunder, any material or significant contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial condition, results of operations, retained earnings and changes in cash flows of TBS at such dates and for such periods statements or the notes thereto in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special GAAP, EU IFRS or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except Luxembourg GAAP, as expressly specified thereinapplicable, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on such Financial Statements there has been no change by TBS that in any method of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior such case is material in relation to the Closing business, operations, properties, assets or termination financial condition of this Agreementthe U.S. Borrower, the Target and their respective Subsidiaries.

Financial Statements. TBS has delivered to MCSC trueAttached hereto as Exhibit "B" are the following financial statements (collectively, complete, accurate and correct copies of TBS's the "Financial Statements"): (i) unaudited consolidating balance sheets and statements of income, changes in shareholders' equity, and cash flow as of and for the year nine (9) months ended December 31, 1996 1999 for Holding and for the nine months ended September 30, 1997all of its Subsidiaries, and the related (ii) audited balance sheets and statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earningschanges in shareholders' equity, and cash flows flow as of and for the month fiscal year ended October March 31, 1997 1999 for DO Group (the "Interim Financial StatementsMost Recent Fiscal Year End"). The Annual Except as provided in Schedule 4.2.7 of the Operating Personnel Disclosure Schedule, the Financial Statements and Interim Financial Statements are collectively referred to herein as (including the "Financial Statements." The Financial Statements notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, present fairly the financial condition, results condition of operations, retained earnings Holding and changes in cash flows its Subsidiaries or DO Group (as the case may be) as of TBS at such dates and the results of operations of Holding and its Subsidiaries or DO Group (as the case may be) for such periods in accordance periods, are correct and complete, and are consistent with GAAP consistently applied during the periods indicatedbooks and records of Holding or DO Group (as the case may be), which books and records are correct and complete. The statements of income included Except as noted in the Financial Statements do not contain any items as applicable or listed on Section 4.2.7 of special the Operating Personnel Disclosure Schedule, Holding and each of its Subsidiaries owns or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified thereinleases, and such Financial Statements include has good and marketable title to, or a valid leasehold interest in, all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered buildings, property, machinery, equipment, and other tangible assets necessary for a fair presentationthe conduct of its businesses as presently conducted and as presently proposed to be conducted, located on its premises, or shown on its December 31, 1999 consolidated balance sheet, free and no adjustments or restatements are or will be necessary in respect clear of any items of an usual or non-recurring natureall Security Interests except for Security Interests reflected as Liabilities on its December 31, except as expressly specified herein1999 consolidated balance sheet. Except as described on set forth in Section 4.2.7 of the Operating Personnel Disclosure Schedule, each such Financial Statements there tangible asset has been no change by TBS maintained in any method accordance with normal industry practice (subject to normal wear and tear), and is suitable for the purposes for which it presently is used and presently proposed to be used. Moreover, to the Knowledge of accounting or keeping the Operating Personnel, all notes and accounts receivable of Holding and each of its Subsidiaries are reflected properly on its books of account and records and are valid receivables subject to no setoffs or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the end of each month prior to the Closing or termination of this Agreementcounterclaims.