Common use of Company Financial Statements Clause in Contracts

Company Financial Statements. Section 2.7(i) of the Disclosure Schedule sets forth the Company’s (i)(a) audited consolidated balance sheet as of March 31, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (together the “Fiscal 2008 Financials”), (b) audited consolidated balance sheet as of December 31, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 9-month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (collectively, the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet as of March 31, 2011 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the 3-month period then ended (the “Interim Financials”). The Year-End Financials and the Interim Financials (collectively referred as the “Financials”) are true and correct in all material respects and have been prepared in accordance with Relevant Accounting Standards applied on a consistent basis throughout the periods indicated and consistent with each other. The Financials present fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” Section 2.7(ii) of the Disclosure Schedule sets forth a backlog schedule as of the date hereof that reflects the contract end date and application fees to be invoiced for the period from the date hereof to the contract end date, and such schedule is accurate in all material respects. The books and records of each Acquired Company have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Financials are consistent with such books and records. No Acquired Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As of the Closing Date, the Financials (x) will be true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards applied on a consistent basis throughout the periods indicated and consistent with each other, and (y) will present fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein.

Company Financial Statements. Section 2.7(i2.8(a) of the Disclosure Schedule sets forth (i) the Company’s (i)(a) audited audited, consolidated balance sheet sheets of the Company and its Subsidiaries as of March at December 31, 20092010 and December 31, 2011, and the related audited, consolidated statements of income, cash flow flows and stockholders’ equity for the 12-month fiscal years then ended (together the “Fiscal 2008 Audited Financials”)) and (ii) the unaudited, (b) audited consolidated balance sheet sheets of the Company and its Subsidiaries as of December 31, 2009, 2012 and the related consolidated statements of income, cash flow and stockholders’ equity for the 9-month then ended, and (c) audited consolidated balance sheet as of December July 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (collectively, the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet as of March 31, 2011 2013 (the “Balance Sheet Date”), and the related unaudited unaudited, consolidated statements of income, income and cash flow and stockholders’ equity flows for the 3fiscal year and the eight-month period then ended ended, respectively (collectively, the “Interim Unaudited Financials” and, together with the Audited Financials, the “Financial Statements”). The Year-End Financials Financial Statements are, and the Interim Financials (collectively referred as the “Financials”) are Closing Balance Sheet when delivered will be, true and correct in all material respects and respects. The Financial Statements have been prepared in accordance with Relevant Accounting Standards applied GAAP on a consistent basis throughout the periods indicated and are consistent with each otherother (except that the Unaudited Financials will not contain footnotes and other presentation items that may be required by GAAP). The Closing Balance Sheet when delivered shall reflect the reasonable best efforts of the Company to prepare consolidated comparative financial statements of the Company for the periods presented therein in a manner consistent with the accounting principles, policies and procedures used in the preparation of the Unaudited Financials. The Unaudited Financials present present, and the Closing Balance Sheet when delivered will present, fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated thereintherein of the Company and its consolidated Subsidiaries, subject in the case of the Interim Unaudited Financials and the Closing Balance Sheet, to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” Section 2.7(ii) All reserves that are set forth in or reflected in the Current Balance Sheet have been, and all reserves that will be set forth in or reflected in the Closing Balance Sheet will be, established in accordance with GAAP consistently applied. At the Balance Sheet Date, there were, and at the time of the Disclosure Schedule sets forth a backlog schedule Closing Balance Sheet Date, there will be, no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the date hereof Financial Accounting Standards Board in March 1975) that reflects are not adequately provided for in the contract end date Current Balance Sheet and application fees to be invoiced for the period from the date hereof to the contract end dateClosing Balance Sheet, respectively, as required by Statement No. 5. The Unaudited Financials comply, and such schedule is accurate the Closing Balance Sheet when delivered will comply, in all material respectsrespects with the requirements of the American Institute of Certified Public Accountants’ Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and each Acquired Company of its Subsidiaries have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Unaudited Financials are consistent and the Closing Balance Sheet has been, or when delivered will be, prepared from and in accordance with such books and records. No Acquired Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As of the Closing Date, the Financials (x) will be true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards applied on a consistent basis throughout the periods indicated and consistent with each other, and (y) will present fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein.

Company Financial Statements. (a) Attached as Section 2.7(i) 2.11 of the Company Disclosure Schedule sets forth are the Company’s (i)(ai) audited consolidated unaudited reviewed balance sheet as of March December 31, 20092016, and the related consolidated unaudited reviewed statements of income, cash flow and stockholders’ equity for the 12-month then ended period beginning September 2, 2016 and ending December 31, 2016 and (together ii) the “Fiscal 2008 Financials”), (b) audited consolidated Company’s unaudited balance sheet as of December 31, 2009, 2017 (the “Company Balance Sheet Date”) and the related consolidated unaudited statements of income, cash flow and stockholders’ equity for the 9-month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month year then ended (collectively, such financial statements being collectively referred to herein as the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet as of March 31, 2011 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the 3-month period then ended (the “Interim FinancialsCompany Financial Statements”). The Year-End Financials and the Interim Financials Company Financial Statements (collectively referred as the “Financials”x) are true and correct in all material respects and respects, (y) have been prepared in accordance with Relevant Accounting Standards GAAP consistently applied on a consistent basis throughout through the periods indicated and consistent with each other. The Financials other and (z) present fairly the Company’s consolidated financial condition, operating condition of the Company at the date or dates therein indicated and the results of operations and cash flows as of for the dates and during the period or periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregatetherein specified. The Company’s unaudited consolidated balance sheet as of the Company Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” ”. The Company has identified all uncertain tax positions contained in all Tax Returns filed by the Company and has established adequate reserves and made any appropriate disclosures in the Company Financial Statements in accordance with the requirements of ASC 740-10 (formerly Financial Interpretation No. 48 of FASB Statement No. 109, Accounting for Uncertain Tax Positions). The Company’s revenue recognition policies are consistent with GAAP and described in detail in Section 2.7(ii2.11(a) of the Company Disclosure Schedule, including the status of the Company’s review and adjustments resulting from the Financial Accounting Standards Board’s Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). (b) The Company maintains accurate business records, financial books and records, personnel records, ledgers, sales accounting records, tax records and related work papers and other books and records (collectively, the “Books and Records”) reflecting the Company’s assets and Liabilities and maintains proper and adequate internal accounting controls that provide assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements and to maintain accountability of its assets, (iii) access to the Company’s assets is permitted only in accordance with management’s authorization, (iv) the reporting of assets is compared to existing assets at regular intervals and (v) inventory, accounts, notes and other receivables are recorded accurately and proper procedures are implemented to effect the collection thereof on a timely basis. The Company has not engaged in any transaction, maintained any bank account or used any corporate funds except as reflected in its Books and Records. (c) Neither the Company nor, to the Company’s knowledge, any current or former Employee of the Company, has identified or been made aware of any fraud, whether or not material, that involves the Company’s management or other current or former Employee of the Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. (d) The Company does not have any Liability, indebtedness, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or other, except for those which (i) have been reflected in the Current Balance Sheet or (ii) Liabilities in an aggregate amount not to exceed $100,000 that have arisen in the ordinary course of business consistent with past practice since the Company Balance Sheet Date. (e) All of the accounts receivable, whether billed or unbilled, of the Company arose in the ordinary course of business, are carried at values determined in accordance with GAAP consistently applied, are not subject to any set off or counterclaim, and do not represent obligations for goods sold on consignment, on approval or on a sale or return basis or subject to any other repurchase or return arrangement. None of the accounts receivable of the Company are subject to any Encumbrance. No request or agreement for deduction or discount has been made with respect to any current or prior accounts receivable of the Company since inception. Section 2.11(e) of the Company Disclosure Schedule sets forth a backlog schedule forth, as of the date hereof that reflects the contract end date and application fees to be invoiced for the period from the date hereof to the contract end date, and such schedule is accurate in all material respects. The books and records of each Acquired Company have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Financials are consistent with such books and records. No Acquired Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As of the Closing Balance Sheet Date, the Financials (x) will be true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards applied on a consistent basis throughout the periods indicated and consistent with each other, and (y) will present fairly the Company’s consolidated financial condition, operating results and cash flows as aging of the dates and during accounts receivable reflected on the periods indicated thereinCurrent Balance Sheet.

Company Financial Statements. (a) Section 2.7(i4.10(a) of the Company Disclosure Schedule sets forth Letter includes (i) the Company’s (i)(a) audited consolidated financial statements of the Company Group as of and for the fiscal years ended March 31, 2020 and 2021, consisting of the audited consolidated balance sheet sheets as of March 31such dates, 2009the audited consolidated income statements for the twelve (12) month periods ended on such dates, and the related audited consolidated statements of income, cash flow and stockholders’ equity statements for the twelve (12-) month then periods ended on such dates (together audited in accordance with the “Fiscal 2008 Financials”), (b) audited consolidated balance sheet as requirements of December 31, 2009, the HKFRSs and the related consolidated statements of income, cash flow and stockholders’ equity for the 9-month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (collectively, the “Year-End Financials”applicable Law), and (ii) the unaudited consolidated balance sheet financial statements of the Company Group as of March 31and for the six (6)-month period ended September 30, 2011 2021 (the “Balance Sheet Date”), and consisting of the related unaudited consolidated statements balance sheets as of income, cash flow and stockholders’ equity for the 3-month period then ended such date (the “Interim FinancialsCompany Balance Sheet”). The Year-End Financials , the unaudited consolidated income statement for the six (6)-month periods ended on such date, and the Interim Financials unaudited consolidated cash flow statements for the six-(6) month periods ended on such date (collectively referred as collectively, the “FinancialsCompany Financial Statements”). (b) are true and correct The Company Financial Statements fairly present, in all material respects and have been prepared in accordance conformity with Relevant Accounting Standards its applicable accounting standards applied on a consistent basis throughout the periods indicated and consistent with each other. The Financials present fairly involved, the Company’s consolidated financial condition, operating results and cash flows position of the Company Group as of the dates thereof and during the results of operations of the Company Group for the periods indicated reflected therein, subject in . The unaudited Company Financial Statements (i) were prepared from the case Books and Records of the Interim Financials to Company Group and (ii) were prepared on an accrual basis in accordance with its applicable accounting standards consistently applied throughout the periods involved (except for the absence of footnotes and other presentation items and for normal year-end adjustments). Since the Balance Sheet Date, which are the Company has not made any material in amount or significance in any individual case or change in the aggregate. The Company’s unaudited consolidated balance sheet accounting practices or policies applied in the preparation of the Company Financial Statements, except as of required by applicable Law, IFRSs or HKFRSs. (c) Except for Liabilities (i) as specifically disclosed, reflected or fully reserved against on the Company Balance Sheet, (ii) that are Liabilities incurred since the Balance Sheet Date in the Ordinary Course, (iii) that are executory obligations under any Contract to which any Group Company is referred to hereinafter as the “Current Balance Sheet.” a party or by which it is bound, (iv) set forth in Section 2.7(ii4.10(c) of the Company Disclosure Schedule sets forth Letter, (v) arising under this Agreement or any of the Additional Agreements, (vi) that will be discharged or paid off prior to the Closing or (vii) which would not be material to the business of the Company Group, taken as a backlog schedule whole, as of the date hereof that reflects of this Agreement neither the contract end date and application fees Company nor any of its Subsidiaries or Controlled entities has any Liability, debt, or obligation, whether accrued, contingent, absolute, determined, determinable or otherwise, required to be invoiced reflected or reserved for the period from the date hereof to the contract end date, and such schedule is accurate in all material respects. The books and records of each Acquired Company have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Financials are consistent with such books and records. No Acquired Company is on a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As of the Closing Date, the Financials (x) will be true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards applied on a consistent basis throughout IFRSs or HKFRSs. (d) Since December 31, 2019, the periods indicated and consistent with each other, and Company (y) will present fairly including the Company’s consolidated personnel and independent accountants who participated in the preparation or review of financial conditionstatements or the internal accounting controls employed by the Company) has not identified nor been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, operating results and cash flows as (ii) any fraud, whether or not material, that involves management of the dates Company or any personnel involved in financial reporting or (iii) any written claim or allegation regarding any of the foregoing. (e) Merger Sub was formed solely for the purpose of engaging in the Merger, has not conducted any business and during has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the periods indicated thereinTransactions.

Company Financial Statements. Section 2.7(i) 2.7 of the Disclosure Schedule sets forth the Company’s (i)(ai) audited consolidated balance sheet as of March January 31, 20092007, and the related consolidated statements of income, cash flow and stockholders’ equity for the twelve (12-) month period then ended (together the “Fiscal 2008 Year-End Financials”), (bii) audited the unaudited consolidated balance sheet as of December October 31, 20092007, and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the nine (9-) month period then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (collectively, the “Year-End Financials”), and (iiiii) the unaudited consolidated balance sheet as of March January 31, 2011 2008 (the “Current Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the 3-twelve (12) month period then ended, and (iv) the unaudited consolidated balance sheet as of March 31, 2008, and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the two (2) month period then ended ((ii), (iii) and (iv), the “Interim Financials”). The Year-End Financials and the Interim Financials (collectively referred as the “Financials”) are true and correct in all material respects and have been prepared in accordance with Relevant Accounting Standards GAAP applied on a consistent basis throughout the periods indicated and consistent with each otherother (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials present fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of the Current Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” Section 2.7(iiThe Company has not had any disagreement (as such term is defined in Item 304 of Regulation S-K promulgated under the Securities Act) with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the Disclosure Schedule sets forth a backlog schedule as of the date hereof that reflects the contract end date and application fees to be invoiced for the period from the date hereof to the contract end current fiscal year-to-date, and such schedule is accurate in all material respects. The books and records of the Company and each Acquired Company Subsidiary have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Financials are consistent with such books and records. No Acquired Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired CompaniesCompany or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC). As of the Closing Date, the Closing Financials (x) will be true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards GAAP applied on a consistent basis throughout the periods indicated and consistent with each otherindicated, and (y) will present fairly fairly, in all material respects, the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein.

Company Financial Statements. Section 2.7(i) 2.7 of the Disclosure Schedule sets forth the Company’s (i)(ai) audited consolidated balance sheet as of March 31, 20092005, and the related consolidated statements of income, cash flow and stockholdersshareholders’ equity for the twelve (12-) month period then ended (together the “Fiscal 2008 Financials”), (b) audited consolidated balance sheet as of December 31, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 9-month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (collectively, the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet for the VoD Business as of March 31, 2011 2006 (the “Balance Sheet Date”), and the related unaudited consolidated statements statement of income, cash flow and stockholders’ equity income for the 3-month period twelve months then ended (the “Interim Financials”). The Year-End Financials and the Interim Financials (collectively referred as the “Financials”) are true and correct in all material respects and have been prepared in accordance with Relevant Accounting Standards GAAP consistently applied on a consistent basis throughout the periods indicated and consistent with each otherother (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials present fairly in all material respects the Company’s or the VoD Business’s, as the case may be, consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end and typical audit adjustments, which are not material in amount or significance in any individual case or in the aggregate. The CompanyVoD Business’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” As of the Closing, Section 2.7(ii) 2.7 of the Disclosure Schedule sets shall set forth a backlog schedule the Company’s (i) audited consolidated balance sheet as of March 31, 2006, and the date hereof that reflects the contract end date related consolidated statements of income, cash flow and application fees to be invoiced shareholders’ equity for the twelve (12) month period from then ended (the date hereof to the contract end date“Closing Year-End Financials”), and such schedule is accurate in all material respects. The books and records of each Acquired Company have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Financials are consistent with such books and records. No Acquired Company is a party to, or has any commitment to become a party to, any joint venture, off-(ii) unaudited consolidated balance sheet partnership or any similar Contract relating to any transaction or relationship between or among for the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As VoD Business as of the Closing Date, and the related unaudited consolidated statement of income for the period between March 31, 2006 and the Closing Date (the “Closing Interim Financials”). The Closing Year-End Financials and Closing Interim Financials (xcollectively referred as the “Closing Financials”) will be are true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards GAAP consistently applied on a consistent basis throughout the periods indicated and consistent with each other, other (except that the Closing Interim Financials do not contain footnotes and (y) will other presentation items that may be required by GAAP). The Closing Financials present fairly the in all material respects Company’s or the VoD Business’s, as the case may be, consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein, subject to normal year-end and typical audit adjustments, which are not material in amount or significance in any individual case or in the aggregate.

Company Financial Statements. (a) Section 2.7(i) 2.8 of the Disclosure Schedule sets forth the Company’s (i)(ai) audited consolidated balance sheet as of March December 31, 20092013, and the related consolidated audited statements of income, cash flow and stockholders’ equity for the twelve (12-) month then ended (together the “Fiscal 2008 Financials”), (b) audited consolidated balance sheet as of December 31, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 9-month period then ended, and (cii) audited consolidated unaudited balance sheet as of December August 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (collectively, the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet as of March 31, 2011 2014 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, income and cash flow and stockholders’ equity for the 3-month period eight (8) months then ended (the “Interim Financials”). The Year-End Financials and the Interim Financials (collectively referred as collectively, the “Financials”) are true and correct in all material respects and have been prepared in accordance with Relevant Accounting Standards GAAP consistently applied on a consistent basis throughout the periods indicated and consistent with each other. The Financials present fairly in all material respects the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” Section 2.7(ii) of the Disclosure Schedule sets forth a backlog schedule as of the date hereof that reflects the contract end date and application fees to be invoiced for the period from the date hereof to the contract end date, and such schedule is accurate The Company has identified all uncertain tax positions contained in all material respectsTax Returns filed by the Company and has established adequate reserves and made any appropriate disclosures in the Financials in accordance with the requirements of Financial Interpretation Xx. 00 xx XXXX Xxxxxxxxx Xx. 000. The books and records of each Acquired the Company have been, and are being being, maintained in all material respects in accordance with applicable legal and accounting requirements requirements, and the Financials are consistent in all material respects with such books and records. No Acquired . (b) The Company is has established and maintains, adheres to and enforces a party to, or has any commitment to become system of internal accounting controls which are customary for a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As company of the Closing DateCompany’s size and stage of development that are designed to be effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the Financials), the Financials (x) will be true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards applied on a consistent basis throughout GAAP, including policies and procedures that (i) require the periods indicated maintenance of records that in reasonable detail accurately and consistent fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with each otherGAAP, and (y) will present fairly that receipts and expenditures of the Company are being made only in accordance with appropriate authorizations of management and the Company’s consolidated financial conditionBoard of Directors and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, operating results and cash flows as use or disposition of the dates and during assets of the periods indicated thereinCompany. The Company has no Knowledge of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud that involves the Company’s management or other Employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or (iii) any claim or allegation regarding any of the foregoing.

Company Financial Statements. Section 2.7(i(a) The Company has made available to Parent correct and complete copies of (i) the Disclosure Schedule sets forth the Company’s (i)(a) audited consolidated balance sheet of the Company and its Subsidiary as of March each of the fiscal years ended December 31, 20092011 and 2012 (such balance sheet for the fiscal year ended December 31, 2012, the “Balance Sheet”) and the related audited consolidated statements of income, cash flow and stockholders’ equity and cash flows for each of the 12-month then fiscal years ended (together the “Fiscal 2008 Financials”), (b) audited consolidated balance sheet as of December 31, 2009, 2011 and 2012 (including the related consolidated statements of income, cash flow and stockholders’ equity for the 9-month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (collectively, the “Year-End Financials”notes or other supplementary information thereto), and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiary as of March 31September 30, 2011 2013 (the “Unaudited Balance Sheet DateSheet”), ) and the related unaudited consolidated statements of income, cash flow and stockholders’ equity and cash flows for the 3-month period then nine months ended September 30, 2013 (all of the “Interim Financials”). The Year-End Financials and the Interim Financials (foregoing financial statements are collectively referred to as the “FinancialsFinancial Statements”). (b) are true The Financial Statements (i) have been prepared in conformity with GAAP applied consistently through the periods covered thereby without material modification of the accounting principles used therein, and correct (ii) fairly present in all material respects the financial condition of the Company and have been prepared its Subsidiary as of the respective dates thereof and the consolidated results of the operations and cash flows of the Company and its Subsidiary for the respective fiscal periods covered thereby, in each case in accordance with Relevant Accounting Standards applied on a consistent basis throughout GAAP, except (A) as indicated in any notes or other supplementary information thereto, and (B) that the periods indicated unaudited Financial Statements do not contain footnotes and consistent with each other. The Financials present fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein, are subject in the case of the Interim Financials to normal year-end adjustments, audit adjustments (which are shall not be material in amount or significance in any individual case individually or in the aggregate. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet).” (c) Section 2.7(ii3.7(c) of the Company Disclosure Schedule Letter sets forth a backlog schedule the total amount of outstanding Indebtedness as of the date hereof that reflects and the contract end date breakdown of such amount between the different categories of Indebtedness set forth in the definition thereof, and application fees the applicable lender, counterparty or other party or parties thereof. As of immediately prior to the Closing, the only Indebtedness will be the Closing Date Indebtedness to be invoiced for paid in full at the period from Closing pursuant to Section 2.14(a)(i). (d) Neither the date hereof to the contract end date, and such schedule is accurate in all material respects. The books and records of each Acquired Company have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Financials are consistent with such books and records. No Acquired Company is a party to, or has nor its Subsidiary maintains any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any “off-balance sheet arrangement. As ” within the meaning of Item 303 of Regulation S-K of the Closing DateSEC. (e) There are no significant deficiencies or material weaknesses in the design or operations of the internal controls over financial reporting relating to the Company or its Subsidiary. The Company and its Subsidiary have implemented disclosure controls and procedures designed to ensure that material information relating to such entity is made known to the management of such entity by others within such entity. Neither the Company nor its Subsidiary have received any written complaint, allegation or assertion or claim that such entity has engaged in questionable financial reporting, accounting or auditing practices. To the Financials (x) will be true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards applied on a consistent basis throughout the periods indicated and consistent with each other, and (y) will present fairly Knowledge of the Company’s consolidated , there has not been any fraud, whether or not material, that involves the officers or other employees and former employees of such entity who have a significant role in the internal controls over financial condition, operating results and cash flows as reporting or written allegations of the dates and during the periods indicated thereinany such fraud.

Company Financial Statements. Section 2.7(i(a) of As used herein, the Disclosure Schedule sets forth term “Signing Company Financials” means the Company’s (i)(ai) audited consolidated financial statements (including, in each case, any related notes thereto), consisting of the Company’s consolidated balance sheet sheets as of March December 31, 2009, 2008 and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (together the “Fiscal 2008 Financials”), (b) audited consolidated balance sheet as of December 31, 2009, and the related consolidated statements of incomeoperations, cash flow and stockholderschanges in members’ equity and cash flows for the 9-month years then ended, ended and (cii) audited the unaudited consolidated financial statements, consisting of the Company’s consolidated balance sheet as of September 30, 2010, and the related statements of operations, changes in members’ equity and cash flows for the nine months then ended. As used herein, the term “Closing Company Financials” means the Company’s audited consolidated financial statements (including, in each case, any related notes thereto), consisting of the Company’s consolidated balance sheet , as of December 31, 2010, and the related consolidated statements of incomeoperations, cash flow and stockholderschanges in members’ equity and cash flows for the 12-month years then ended (collectivelyended. As used herein, the term “Year-End Company Financials”), and (ii) ” means the unaudited consolidated balance sheet as of March 31, 2011 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the 3-month period then ended (the “Interim Financials”). The Year-End Signing Company Financials and the Interim Closing Company Financials. True and correct copies of the Signing Company Financials are attached hereto on Section 2.7(a) of the Company Disclosure Schedule. The Signing Company Financials (collectively referred as the “Financials”i) are true and correct in all material respects accurately reflect the Company’s books and have been records as of the times and for the periods referred to therein, (ii) were prepared in accordance with Relevant Accounting Standards GAAP methodologies applied on a consistent basis throughout the periods indicated and consistent with each other. The Financials present fairly the Company’s consolidated financial condition, operating results and cash flows involved (except as set forth on Section 2.7(a) of the dates Company Disclosure Schedule and during except for the periods indicated therein, subject absence of footnotes and audit adjustments in the case of the Interim Financials to normal year-end adjustmentsunaudited Signing Company Financials), which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” Section 2.7(ii(iii) of the Disclosure Schedule sets forth a backlog schedule as of the date hereof that reflects the contract end date and application fees to be invoiced for the period from the date hereof to the contract end date, and such schedule is accurate in all material respects. The books and records of each Acquired Company have been, and are being maintained fairly present in all material respects in accordance with applicable legal and accounting requirements the consolidated financial position of the Company as of the respective dates thereof and the Financials are consistent with such books and records. No Acquired Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As consolidated results of the Closing DateCompany’s operations and cash flows for the periods indicated and (iv) to the extent required for inclusion in the filings with the Securities Exchange Commission (“SEC”) and mailings to Parent’s stockholders and warrantholders as it relates to the Tender Offer and the Warrant Tender Offer, the Financials (x) will be true and correct comply, in all material respects with the Securities Act, Regulation S-X and the published general rules and regulations of the SEC. Any Closing Company Financials delivered pursuant to the terms of this Agreement will have been when delivered (i) in all material respects accurately reflect the Company’s books and records as of the times and for the periods referred to therein, and (ii) be prepared in accordance with Relevant Account Standards GAAP methodologies applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and consistent with each otherexcept for the absence of footnotes and audit adjustments in the case of unaudited Closing Company Financials), (iii) fairly present in all material respects the consolidated financial position of the Company as of the respective dates thereof and (y) will present fairly the consolidated results of the Company’s consolidated financial condition, operating results operations and cash flows for the periods indicated and (iv) to the extent required for inclusion in the filings with the SEC and mailings to Parent’s stockholders and warrantholders as it relates to the Tender Offer and the Warrant Tender Offer, will comply as of the dates Closing Date, [A] in all material respects with the Securities Act, Regulation S-X and during the periods indicated thereinpublished general rules and regulations of the SEC. For purposes of this Agreement, “GAAP” means United States generally accepted accounting principles consistently applied, as in effect from time to time.

Company Financial Statements. Section 2.7(i(a) SECTION 2.7 of the Disclosure Schedule sets forth the Company’s 's (i)(ai) audited consolidated balance sheet as of March December 31, 2009, 2003 and the related consolidated audited statements of income, cash flow and stockholders’ ' equity for the twelve (12-) month period then ended (together the “Fiscal 2008 Financials”)ended, (bii) audited consolidated balance sheet as of December 31, 2009, 2004 and the related consolidated audited statements of income, cash flow and stockholders’ ' equity for the 9-twelve (12) month period then ended, and (ciii) audited consolidated balance sheet as of December 31, 2010, 2005 and the related consolidated audited statements of income, cash flow and stockholders’ ' equity for the twelve (12-) month period then ended (the financial statements referred to in clauses (i), (ii) and (iii) collectively, the “Year"YEAR-End Financials”), END FINANCIALS") and (iiiv) the unaudited consolidated balance sheet as of March December 31, 2011 2006 (the “Balance Sheet Date”"BALANCE SHEET DATE"), and the related unaudited consolidated statements statement of income, cash flow and stockholders’ ' equity for the 3-twelve month period then ended (the “Interim Financials”"INTERIM FINANCIALS"). The Year-End Financials have been prepared in accordance with Regulation S-X promulgated under the Exchange Act ("REGULATION S-X") and meet the requirements for inclusion in a registration statement to be filed with the SEC. The Year-End Financials and the Interim Financials (collectively referred to as the “Financials”"FINANCIALS") are true and correct in all material respects and have been prepared in accordance with Relevant Accounting Standards GAAP (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP) consistently applied on a consistent basis throughout the periods indicated and consistent with each otherother (except as may be indicated in the notes thereto). The Financials fairly present fairly in all material respects the Company’s consolidated 's financial condition, operating results of operations and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s 's unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet"CURRENT BALANCE SHEET.” Section 2.7(ii" (b) Any financial statements provided by the Company pursuant to SECTION 5.13 hereof, when delivered, will (i) have been derived from the books and records of the Disclosure Schedule sets forth a backlog schedule as of the date hereof that reflects the contract end date Company and application fees to be invoiced for the period from the date hereof to the contract end date(ii) fairly present, and such schedule is accurate in all material respects. The books , the financial position, results of operations and records cash flows of each Acquired the Company have been, at the dates and are being maintained in all material respects for the periods indicated herein in accordance with applicable legal GAAP and accounting requirements and Regulation S-X, except as indicated in the Financials are consistent with such books and records. No Acquired Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As of the Closing Date, the Financials (x) will be true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards applied on a consistent basis throughout the periods indicated and consistent with each other, footnotes thereto and (yiii) will present fairly meet the Company’s consolidated financial condition, operating results and cash flows as of requirements for inclusion in a registration statement to be filed with the dates and during the periods indicated thereinSEC.

Company Financial Statements. Section 2.7(i(a) of the Disclosure Schedule sets forth forth: (i) the Company’s (i)(a) audited unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31June 30, 20092011, and the related consolidated unaudited statements of income, cash flow flows and stockholders’ stockholder equity for the 12-twelve month period then ended (together the “Fiscal 2008 FinancialsAnnual Financial Statements”), (b) audited consolidated balance sheet as of December 31, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 9-month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (collectively, the “Year-End Financials”), ; and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31September 30, 2011 (the “Balance Sheet Date”)2011, and the related unaudited consolidated statements of income, cash flow flows and stockholders’ stockholder equity for the three (3-) month period then ended (the “Interim FinancialsFinancial Statements,” together with the Annual Financial Statements (and any notes thereto) are hereinafter collectively referred to as the “Financial Statements”). The Year-End Financials and the Interim Financials Financial Statements: (collectively referred as the “Financials”i) are true and correct in all material respects and respects; (ii) have been prepared in accordance with Relevant Accounting Standards the past practices of the Company and each Subsidiary as applicable, applied on a consistent basis; (iii) have been prepared on the basis throughout that the periods indicated value of current assets does not exceed the lesser of the cost or the net realizable value on a going concern basis as of the date of the Interim Financial Statement; (iv) are not affected by any non-recurring or exception items; (v) make full provision for long-service leave, annual leave, personal leave and consistent with each otherother employee entitlements payable to or in respect of the employees of the Company and all Subsidiaries as if all of their services had been terminated on the date of the Interim Financial Statement; and (vi) take account of all gains and losses arising from conversion of foreign currency. The Financials Financial Statements present fairly the Company’s consolidated and its Subsidiaries’ financial condition, condition and operating results and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount amount. (b) The Company and each of its Subsidiaries maintain a system of internal accounting controls and procedures that are sufficient to provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Neither the Company, any Subsidiary (including any Company Personnel) nor their respective independent accountants have identified or significance in been made aware of (i) any individual case significant deficiency or material weakness in the aggregate. The Company’s unaudited consolidated balance sheet as system of internal accounting controls utilized by the Company or any Subsidiary, (ii) any fraud, whether or not material, that involves the management of the Balance Sheet Date is referred to hereinafter as Company, any Subsidiary, or any Company Personnel who have a role in the “Current Balance Sheet.” Section 2.7(iipreparation of financial statements or the internal accounting controls utilized by the Company or any Subsidiary or (iii) any claim or allegation regarding any of the foregoing. (c) The Disclosure Schedule sets forth a backlog schedule as complete an accurate list of all Closing Debt. (d) Neither the date hereof that reflects Company nor any Subsidiary has in the contract end date and application fees to be invoiced for the period from the date hereof to the contract end date, and such schedule is accurate in all material respects. The books and records of each Acquired Company have been, and are being maintained in all material respects in accordance last seven years terminated their relationship with applicable legal and accounting requirements and the Financials are consistent with such books and records. No Acquired Company is a party to, their accountants or has any commitment to become a party to, any joint venture, off-balance sheet partnership auditors or any similar Contract relating to any transaction retained different accountants or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As of the Closing Dateauditors. (e) At Closing, the Financials (x) will be true and correct in all material respects and Company will have been prepared no amounts outstanding in accordance with Relevant Account Standards applied on a consistent basis throughout the periods indicated and consistent with each other, and (y) will present fairly the Company’s consolidated financial condition, operating results and cash flows as respect of the dates and during the periods indicated thereinIndebtedness for borrowed money.

Company Financial Statements. Section 2.7(i(a) of Set forth on Schedule 3.16 are the Disclosure Schedule sets forth the Company’s following financial statements: (i)(ai) audited consolidated unaudited balance sheet as of March 31, 2009, sheets and the related consolidated statements of income, changes in stockholders’ equity, and cash flow as of and stockholders’ equity for the 12-month then fiscal years ended (together the “Fiscal 2008 Financials”), (b) audited consolidated balance sheet as of December 31, 2009, 2009 and the related consolidated statements of income, cash flow and stockholders’ equity 2010 for the 9-month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended Company (collectively, the “Year-End FinancialsCompany Financial Statements”), and , (ii) the an unaudited consolidated balance sheet (the “2011 Balance Sheet”) and statement of income as of March and for the fiscal year ended December 31, 2011 (together, the “Balance Sheet Date2011 Financial Statements”), and (iii) unaudited balance sheets and the related unaudited consolidated statements of incomeincome as of and for each monthly period after December 31, cash flow and stockholders’ equity for the 3-month period then ended 2011 through September 30, 2012 (the “Interim FinancialsLatest Balance Sheet”) for the Company (together, with the 2011 Financial Statements, the “Other Company Financial Statements”). As of the date of this Agreement, no monthly interim balance sheet or statement of income for the Company, as of and for a date after the date of the Latest Balance Sheet, has been prepared. (b) The Year-End Financials and the Interim Financials (collectively referred as the “Financials”) are true and correct in all material respects and Company Financial Statements have been prepared in accordance with Relevant Accounting Standards GAAP applied on a consistent basis throughout the periods indicated and consistent with each other. The Financials covered thereby, present fairly the financial condition of the Company as of such dates and the results of operations of the Company for such periods, are correct and complete, and are consistent with the books and records of the Company. The Other Company Financial Statements have been prepared on a modified cash basis of accounting in accordance with the Company’s consolidated past practices throughout the periods covered thereby, present fairly the financial condition, operating results and cash flows condition of the Company as of the such dates and during the periods indicated therein, subject in the case results of operations of the Interim Financials to normal yearCompany for such periods, are consistent with the books and records of the Company. (c) Neither the Company nor any Subsidiary has any securitization transactions or “off-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet arrangements” (as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” Section 2.7(iidefined in Item 303(c) of Regulation S-K promulgated pursuant to the Disclosure Schedule sets forth a backlog schedule Securities Act). (d) No Person that the Company or any of its Subsidiaries has any direct or indirect Equity Interest in has any Liabilities, except for the Non-Acquired Entities. (e) The Company had positive net working capital as of the date hereof that reflects the contract end date and application fees to be invoiced for the period from the date hereof to the contract end date, and such schedule is accurate in all material respects. The books and records of each Acquired Company have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Financials are consistent with such books and records. No Acquired Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As of the Latest Balance Sheet and upon the Closing Date, the Financials (x) will be true and correct in all material respects and will either have been prepared in accordance with Relevant Account Standards applied on positive net working capital or a consistent basis throughout the periods indicated and consistent with each other, and (y) will present fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated thereinnet working capital deficit not exceeding $5,000,000.

Company Financial Statements. Section 2.7(iThe Company has delivered to the Purchasers (collectively, the “Company Financial Statements”) (i) complete and correct copies of the Disclosure Schedule sets forth the Company’s (i)(a) audited unaudited consolidated balance sheet as of March 31, 2009, the Company and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (together the “Fiscal 2008 Financials”), (b) audited consolidated balance sheet its Subsidiaries as of December 31, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 9-month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (collectively, the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet as of March 31, 2011 (the “Balance Sheet Date”), 2000 and the related unaudited consolidated statements of income and cash flows for the year then ended, the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1999 and 1998 and the related audited consolidated statements of income and cash flows for the years then ended, including the footnotes thereto, certified by the Company’s independent certified public accountants, and (ii) complete and correct copies of the unaudited consolidated pro forma balance sheet of the Company and its Subsidiaries as of December 31, 2000, and the unaudited pro forma consolidated statements of operations the year ended December 31, 2000. Each of the balance sheets (other than the pro forma balance sheets) contained in the Company Financial Statements fairly presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income included in the Company Financial Statements fairly presents the consolidated results of operations and income, cash flow retained earnings and stockholders’ equity or cash flows, as the case may be, of the Company and its Subsidiaries for the 3-month period then ended (periods to which they relate, in each case in accordance with GAAP applied on a consistent basis during the “Interim Financials”)periods involved, except as noted therein. The Year-End Financials pro forma financial statements of the Company and its Subsidiaries contained in the Interim Financials (collectively referred Company Financial Statements fairly present the consolidated financial position of the Company and its Subsidiaries, in each case, as of the “Financials”) are true date and correct for the periods to which they relate, in all material respects and each case after giving effect to the Transactions, have been prepared in accordance with Relevant Accounting Standards applied the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on a consistent basis throughout the periods indicated bases described therein, and consistent with each otherthe assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the Transactions. The Financials present fairly All projections provided by the Company to the Purchasers on February 1, 2001, as prepared for the Company’s consolidated financial conditionsenior bank lenders, operating results and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” Section 2.7(ii) of the Disclosure Schedule sets forth a backlog schedule as of the date hereof that reflects the contract end date and application fees to be invoiced for the period from the date hereof to the contract end date, and such schedule is accurate in all material respects. The books and records of each Acquired Company have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Financials are consistent with such books and records. No Acquired Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As of the Closing Date, the Financials (x) will be true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards applied good faith based on a consistent basis throughout assumptions believed by management of the periods indicated Company to be reasonable (it being understood that such projections are subject to significant uncertainties and consistent with each othercontingencies, and (y) will present fairly many of which are beyond the Company’s consolidated financial condition, operating results control and cash flows as of the dates and during the periods indicated thereinthat no assurance can be given that such projections will be realized).

Company Financial Statements. Section 2.7(i(a) of the Disclosure Schedule sets forth the Company’s (i)(a) The Company has delivered to Purchaser its audited consolidated financial statements as at and for the thirteen (13) month period ended June 30, 2008 and its unaudited consolidated financial statements as at and for the twelve (12) month period ended June 30, 2009 and the five (5) month period ended November 30, 2009 (including, in each case, balance sheets (the most recent such balance sheet being referred to as of March 31, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (together the “Fiscal 2008 FinancialsCompany Balance Sheet”), (b) audited consolidated balance sheet as of December 31, 2009, and the related consolidated statements of incomeoperations, cash flow and stockholders’ equity for the 9-month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, stockholders equity and statements of cash flow and stockholders’ equity for the 12-month then ended flows (collectively, the “Year-End FinancialsCompany Financial Statements”), and (ii) the unaudited consolidated balance sheet as of March 31, 2011 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the 3-month period then ended (the “Interim Financials”). The Year-End Financials and the Interim Financials Company Financial Statements (collectively referred as the “Financials”i) are true and correct in all material respects and have been prepared in accordance with Relevant the Accounting Standards Principles applied on a consistent basis throughout the periods indicated and consistent with each other. The Financials present fairly (except as may be indicated in the Company’s consolidated financial conditionnotes thereto or, operating results and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials unaudited financial statements, as permitted by the Accounting Principles), and (ii) present fairly, in all material respects, the consolidated financial condition and results of operations and cash flows of the Company and each Subsidiary as of the dates, and for the periods, indicated therein, except as otherwise noted therein (subject, in the case of interim period financial statements, and the unaudited consolidated financial statements as at and for the twelve (12) month period ended June 30, 2009, to normal recurring year-end audit adjustments, which are not material in amount or significance in any individual case none of which, individually or in the aggregate, are material). The There has been no change in the Company’s unaudited consolidated balance sheet as of accounting policies since June 30, 2008 (the “Company Audited Balance Sheet Date is referred to hereinafter Date”), except as described in the “Current Balance SheetCompany Financial Statements or required by the Accounting Principles.” (b) Section 2.7(ii3.4(b) of the Company Disclosure Schedule sets forth a backlog schedule true, correct and complete list of all Indebtedness (other than Permitted Indebtedness) of the Company and the Subsidiaries that would not be included in working capital under the Accounting Principles and is outstanding as of the date hereof that reflects hereof, including with respect to each component thereof, the contract end date and application fees to be invoiced for the period from the date hereof to the contract end date, and such schedule is accurate in all material respects. The books and records of each Acquired Company have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements amount outstanding and the Financials are consistent with such books applicable debtor and records. No Acquired Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As of the Closing Date, the Financials (x) will be true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards applied on a consistent basis throughout the periods indicated and consistent with each other, and (y) will present fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated thereincreditor.

Company Financial Statements. (a) Attached to Section 2.7(i5.3(a) of the Company Disclosure Schedule sets forth the Company’s Letter are accurate and complete copies of: (i)(ai) audited consolidated financial statements of Accellent Inc. (the “Operating Company”) and its Subsidiaries for the years ended January 3, 2015, December 31, 2013 and December 31, 2012 (consisting of balance sheets, statements of operations, statements of comprehensive loss, a statement of stockholders’ equity, and statements of cash flows) (the “Annual Financial Statements”); and (ii) unaudited interim consolidated financial statements for the Operating Company and its Subsidiaries for the three months ended April 4, 2015 (consisting of a balance sheet and a statement of operations, loss and stockholders’ equity) (the “Interim Financial Statements” and together with the Annual Financial Statements the “Company Financial Statements”). The balance sheet as of March 31April 4, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (together the “Fiscal 2008 Financials”), (b) audited consolidated balance sheet as of December 31, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 9-month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (collectively, the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet as of March 31, 2011 2015 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the 3-month period then ended (the “Interim Financials”). The Year-End Financials and ) included in the Interim Financials (collectively Financial Statements is hereinafter referred to as the “FinancialsBalance Sheet.” (b) are true and correct in all material respects and have been Each of the Company Financial Statements was prepared in accordance with Relevant Accounting Standards GAAP applied on a consistent basis throughout the periods indicated involved and consistent with each other. The Financials present fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” Section 2.7(ii) of the Disclosure Schedule sets forth a backlog schedule as of the date hereof that reflects the contract end date and application fees to be invoiced for the period from the date hereof to the contract end date, and such schedule is accurate presented in all material respects, as applicable, the consolidated financial position of the Operating Company and its Subsidiaries as of the respective dates thereof and the consolidated results of the Operating Company’s and its Subsidiaries’ operations and cash flows for the periods indicated (except that the unaudited interim financial statements are subject to normal year end and quarter end adjustments which are not expected to be material). The books unaudited interim consolidated financial statements for the Operating Company and records its Subsidiaries for the six months ended July 4, 2015 (consisting of each Acquired Company have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Financials are consistent with such books and records. No Acquired Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companiesand a statement of operations, on the one hand, loss and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As of the Closing Date, the Financials (xstockholders’ equity) will be true and correct in all material respects and will have been be, when issued, prepared in accordance with Relevant Account Standards GAAP applied on a consistent basis throughout the periods indicated period involved and consistent with each otherwill, when issued, fairly present in all material respects, as applicable, the consolidated financial position of the Operating Company and (y) will present fairly its Subsidiaries as of the respective dates thereof and the consolidated results of the Operating Company’s consolidated financial condition, operating results and its Subsidiaries’ operations and cash flows as of the dates and during for the periods indicated therein(except that such unaudited interim financial statements will be subject to normal year end and quarter end adjustments which are not expected to be material). (c) The Company and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorization of the management of the Company, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Company Financial Statements. (a) Section 2.7(i3.8(a) of the Company Disclosure Schedule Letter sets forth (i) the Company’s (i)(a) audited consolidated balance sheet as of March 31, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (together the “Fiscal 2008 Financials”), (b) audited consolidated balance sheet as of December 31, 2009, 2009 and the related consolidated statements of income, cash flow and stockholders’ equity for the 9-month then ended, and (c) audited consolidated unaudited balance sheet as of December 31, 2010, and the related consolidated statements of income, income and cash flow flows and stockholders’ equity for the 12-twelve month periods then ended, and (ii) a balance sheet as of September 30, 2011 and the related unaudited statements of income and cash flows and stockholders’ equity for the nine month period then ended (collectively, the “Year-End FinancialsCompany Financial Statements”), and (ii) the . The Company’s unaudited consolidated balance sheet as of March 31September 30, 2011 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the 3-month period then ended (the “Interim Financials”). The Year-End Financials and the Interim Financials (collectively is referred to herein as the “FinancialsCurrent Balance Sheet.” (b) The Company Financial Statements (i) were derived from and are true and correct consistent in all material respects with the books and records of the Company, (ii) have been prepared in accordance with Relevant Accounting Standards with, and otherwise comply as to form with, GAAP applied on a consistent basis throughout the periods indicated and consistent with each other. The Financials present fairly other (except that the Company’s consolidated financial conditionunaudited Company Financial Statements do not contain footnotes and other presentation items that may be required by GAAP, operating results and cash flows as of the dates and during the periods indicated therein, are subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” Section 2.7(ii) of the Disclosure Schedule sets forth a backlog schedule as of the date hereof that reflects the contract end date and application fees to be invoiced for the period from the date hereof to the contract end date, and such schedule is accurate (iii) fairly present in all material respects. The books and records , the consolidated financial condition of each Acquired the Company have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements at the dates therein indicated and the Financials are consistent consolidated results of operations, cash flows and stockholders’ equity of the Company for the periods therein specified. Since the date of the Current Balance Sheet, there has been no change in any accounting policies, principles, methods or practices, including any change with such books and records. No Acquired respect to reserves (whether for bad debts, contingent liabilities or otherwise), of the Company. (c) Except for Liabilities reflected in the Current Balance Sheet, the Company is a party has no “off balance sheet” Liability to, or has any commitment to become a party tofinancial interest in, any joint venturethird party or entities, off-balance sheet partnership the purpose of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt or other Liability expenses of the Company. (d) The Company has established guidelines and general practices for maintaining, adhering and enforcing a system of internal accounting controls appropriate for a Person of the Company’s size and stage of development. (e) Neither the Company nor any director or officer of the Company, nor, to the Company’s Knowledge, the Company’s independent auditors or any similar Contract relating to current or former employee or consultant of the Company, has identified or been made aware of any transaction fraud, whether or relationship between not material, that involves the Company’s management or among other current or former employees, consultants or directors of the Acquired CompaniesCompany who have (or had, on as the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on case may be) a material role in the other handpreparation of financial statements utilized by the Company, or any off-balance sheet arrangement. As claim or allegation regarding any of the Closing Dateforegoing. No attorney representing the Company, whether or not employed by the Financials Company, has reported to the board of directors of the Company or any committee thereof or to any director or officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of their respective officers, directors, employees or agents. (xf) will be Section 3.8(f) of the Company Disclosure Letter contains a true and correct in list of all material respects and will Indebtedness of the Company, including, for each item of Indebtedness for borrowed money, the name of the primary Contract governing such Indebtedness (which Contract shall have been prepared in accordance with Relevant Account Standards applied on made available to Parent) and a consistent basis throughout the periods indicated and consistent with each other, and (y) will present fairly the Company’s consolidated financial condition, operating results and cash flows as list of any Assets or Properties securing such Indebtedness. All Indebtedness of the dates and during Company for borrowed money may be prepaid at the periods indicated thereinClosing without penalty under the terms of the Contracts governing such Indebtedness.

Company Financial Statements. Section 2.7(i3.8(a) of the Disclosure Schedule Letter sets forth the Company’s (i)(ai) audited consolidated balance sheet as of March financial statements for the financial years ended December 31, 2008 and 2009, and related Management Discussion and Analysis (the “Audited Financials”) and (ii) the unaudited consolidated financial statements for the periods ended December 31, 2009 and 2010, reflecting the exclusion of One45 in all periods presented, and the related consolidated statements of income, cash flow Management Discussion and stockholders’ equity for the 12-month then ended Analysis (together the “Fiscal 2008 Unaudited Financials”), . Section 3.8(b) of the Disclosure Letter sets forth the Company’s (bi) audited consolidated detailed reconciliations for major balance sheet accounts as of December 31, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 9-month then ended, 2010 (including all bank reconciliations) and (cii) audited consolidated deferred revenue amortization schedule as of December 31, 2010, by customer and by each type of revenue stream defined as Application Service Provider (ASP) and Professional Services (Services), which schedule reconciles to deferred revenue on the Company’s balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (collectively, the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet as of March 31, 2011 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the 3-month period then ended (the “Interim Financials”). The Year-End Audited Financials and the Interim Unaudited Financials (collectively referred as the “Financials”) are are, and any financial statements to be disclosed in the future on SEDAR will be, true and correct in all material respects and have been prepared in accordance with Relevant Accounting Standards Canadian GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, except as may be indicated in the notes thereto, including in respect to unaudited quarterly statements of the Company. The Financials present fairly and accurately the Company’s Company and its consolidated Subsidiaries in respect to their consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Unaudited Financials to normal year-end adjustments, which are not material in amount or significance significant in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet Company has not had any disagreement (as such term is defined in applicable laws, rules and regulations) with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” Section 2.7(ii) of the Disclosure Schedule sets forth a backlog schedule as of the date hereof that reflects the contract end date and application fees to be invoiced for the period from the date hereof to the contract end current fiscal year-to-date, and such schedule is accurate in all material respects. The books and records of the Company and each Acquired Company Subsidiary have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Financials are consistent with such books and records. No Acquired Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired CompaniesCompany or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any “off-balance sheet arrangement” (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s consolidated financial statements or any of the Company Public Documents). As of the Closing Date, the Closing Financials (x) will be true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards Canadian GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, and (y) will present fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein.

Company Financial Statements. Section 2.7(i5.5.1 Attached as SECTION 5.5.1(A) of the Company Disclosure Schedule sets forth are the Company’s (i)(a) audited consolidated balance sheet sheets of the Company as of March December 31, 20092005 and December 31, 2006 and the related consolidated statements of income, income and cash flow and stockholders’ equity flows for the 12-month then 3 (three) years in the period ended December 31, 2006, accompanied by the report of the Company's independent public accountants thereon (together the “Fiscal 2008 Financials”"FINANCIAL STATEMENTS"), (b. Attached as SECTION 5.5.1(B) audited of the Company Disclosure Schedule are the unaudited consolidated balance sheet of the Company as of December March 31, 2009, 2007 (the "BALANCE SHEET DATE") and the related consolidated statements of income, income and cash flow and stockholders’ equity flows for the 9-month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (collectively, the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet as of March 31, 2011 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the 3-month period three months then ended (the “Interim Financials”"UNAUDITED INTERIM FINANCIAL STATEMENTS" or the "COMPANY CURRENT BALANCE SHEET"). The Year-End Financials Financial Statements (including the related notes thereto) and the Unaudited Interim Financials (collectively referred as the “Financials”) Financial Statements are true and correct complete in all material respects and have been prepared in accordance with Relevant Accounting Standards generally accepted accounting principles in the United States ("US GAAP") applied on a consistent basis throughout the periods indicated and consistent with each other. The Financials present fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” Section 2.7(ii) of the Disclosure Schedule sets forth a backlog schedule as of the date hereof that reflects the contract end date and application fees to be invoiced for the period from the date hereof to the contract end dateinvolved, and such schedule is accurate in all material respects. The books and records of each Acquired Company have been, and are being maintained fairly present in all material respects in accordance with applicable legal US GAAP the consolidated financial position of the Company and accounting requirements its Subsidiaries as at the date thereof and the Financials are consistent with such books consolidated results of its operations and records. No Acquired Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among cash flows for the Acquired Companies, on period indicated. 5.5.2 Without derogating from the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As generality of the Closing DateSection 5.5.1 hereof, the Financials (x) will be true Company and correct in all material respects each of its Subsidiaries maintain a standard system of accounting established and will have been prepared administered in accordance with Relevant Account Standards applied on US GAAP. The Company and each of its subsidiaries maintain a consistent basis throughout system of internal accounting sufficient to provide reasonable assurance that: (A) transactions are executed in accordance with management's general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with US GAAP and to maintain accountability for its assets; (C) access to assets is permitted only in accordance with management's general or specific authorization; and (D) the periods indicated recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has made available to Parent and Merger Sub complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting control. Neither the Company nor any of its Subsidiaries, nor to the Company's Knowledge, the Company's independent auditors, are aware of (A) any material weakness in the system of internal controls utilized by the Company and its Subsidiaries, (B) any fraud, whether or not material, that involves the Company's management or other employees who have a role in the preparation of financial statements or the internal controls utilized by the Company and its Subsidiaries, or (C) any material claim or allegation regarding any of the foregoing. 5.5.3 Except as set forth in SECTION 5.5.3 of the Company Disclosure Schedule, there is no liability, indebtedness, expense, deficiency, claim, guaranty, or obligation, whether accrued, absolute, contingent, anticipated, or otherwise, whether due or to become due, which individually or in the aggregate: (A) has not been reflected in or reserved against in the Company Current Balance Sheet to the extent required by U.S. GAAP; (B) has not arisen in the ordinary course of business consistent with each otherpast practices since the Balance Sheet Date, or (C) exceeds USD50,000 (Fifty Thousand United States Dollars) individually or USD250,000 (Two Hundred and (yFifty Thousand United States Dollars) will present fairly in the aggregate. 5.5.4 SECTION 5.5.4 of the Company Disclosure Schedule sets forth the Company’s consolidated financial condition, operating results and cash flows 's good faith estimation of the Company's net working capital (as defined under US GAAP) as of the dates and during the periods indicated thereindate hereof.

Company Financial Statements. Section 2.7(i) 3.7 of the Company Disclosure Schedule sets forth the Company’s (i)(aa) audited consolidated balance sheet as of March 31, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (together the “Fiscal 2008 Financials”), (b) audited consolidated balance sheet sheets as of December 31, 2009, 2008 and the related consolidated statements of income, cash flow and stockholders’ equity for the 9-month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended 2009 (collectively, the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet as of March with December 31, 2011 (2009 as the “Balance Sheet Date”), and the related unaudited consolidated statements of incomeoperations, cash flow and stockholders’ equity for the 3-month three year period then ended on the Balance Sheet Date (the “Audited Financials”), and (b) unaudited consolidated balance sheet as of March 31, 2010, and the related unaudited consolidated statements of operations for the three months then ended (the “Interim Financials,” and, together with the Audited Financials, the “Financials”), which Audited Financials have been audited by PricewaterhouseCoopers LLP, the Company’s independent auditors (the “Company Auditors”). The Year-End Financials and the Interim Financials (collectively referred as the “Financials”) are true and correct in all material respects and have been prepared in accordance with Relevant Accounting Standards GAAP consistently applied on a consistent basis throughout the periods indicated and consistent with each otherother (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials present fairly in all material respects the Company’s consolidated financial condition, operating results and and, if applicable, cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of contained in the Balance Sheet Date Interim Financials is referred to hereinafter as the “Current Balance Sheet.” Section 2.7(iiThe Company has not had any disagreement (as such term is defined in Item 304 of Regulation S-K) with the Company Auditors or any of its other auditors regarding accounting matters or policies during any of its past three full fiscal years or during the Disclosure Schedule sets forth a backlog schedule as of the date hereof that reflects the contract end date and application fees to be invoiced for the period from the date hereof to the contract end current fiscal year-to-date, and such schedule is accurate in all material respects. The books and records of each Acquired Company have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Financials are consistent with such books and records. No Acquired Company is not a party to, or has nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired CompaniesCompany, on the one hand, and any unconsolidated affiliateAffiliate, including any structured finance, special purpose or limited purpose Person entity, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K). As of The Company has identified all material uncertain Tax positions contained in all Returns filed by the Closing DateCompany, the Financials (x) will be true and correct has established adequate reserves in all material respects and will have been prepared made appropriate disclosures in the Audited Financials, in each case in accordance with Relevant Account Standards applied on a consistent basis throughout the periods indicated and consistent with each other, and (y) will present fairly the Company’s consolidated financial condition, operating results and cash flows as requirements of the dates and during the periods indicated thereinFinancial Interpretation Xx. 00 xx XXXX Xxxxxxxxx Xx. 000.

Company Financial Statements. (a) Section 2.7(i) 3.6 of the Disclosure Schedule sets forth the Company’s (i)(a) audited consolidated balance sheet as of March 31, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (together the “Fiscal 2008 Financials”), (bi) audited consolidated balance sheet as of December 31, 20092012, December 31, 2011 and the related consolidated statements of income, cash flow and stockholders’ equity for the 9-month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholdersshareholders’ equity for the twelve (12-) month periods then ended (collectively, the “Year-End Audited Financials”), and (ii) the unaudited consolidated balance sheet as of March July 31, 2011 2013 (the “Balance Sheet Date”), ) and the related unaudited consolidated statements of income, cash flow and stockholdersshareholders’ equity for the 3-seven (7) month period then ended (the “Interim Financials” and, together with the Audited Financials, the “Financials”), which Audited Financials have been audited by Xxxxx, Xxxxxxxx + Co. LLP, the Company’s independent auditors (the “Company Auditors”). The Year-End Financials and the Interim Financials (collectively referred as the “Financials”) are true and correct in all material respects and have been prepared in accordance with Relevant Accounting Standards GAAP consistently applied on a consistent basis throughout the periods indicated and consistent with each otherother (except to the extent disclosed therein and subject, in the case of the Interim Financials, to normal year-end adjustments and except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials are true, correct and complete in all material respects and present fairly in all material respects the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of contained in the Balance Sheet Date Interim Financials is referred to hereinafter as the “Current Balance Sheet.” Section 2.7(iiThe Company has not had any disagreement (as such term is defined in Item 304 of Regulation S-K) with the Company Auditors or any of its other auditors regarding accounting matters or policies during any of its past three full fiscal years or during the Disclosure Schedule sets forth a backlog schedule as of the date hereof that reflects the contract end date and application fees to be invoiced for the period from the date hereof to the contract end current fiscal year-to-date, and such schedule is accurate in all material respects. The books and records of each Acquired Company have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Financials are consistent with such books and records. No Acquired Company is not a party to, or has nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K). As of The Company has identified all uncertain Tax positions contained in all Returns filed by the Closing DateCompany, and has established adequate reserves and made appropriate disclosures in the Financials (x) will be true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards applied on the requirements of Financial Interpretation No. 48 of FASB Statement No. 109. (b) The Company has in place systems and processes (including the maintenance of proper books and records) that are customary for a consistent basis throughout company at the periods indicated and consistent with each other, same stage of development as the Company designed to (i) provide reasonable assurances regarding the reliability of the Financial Statements and (yii) will present fairly in a timely manner accumulate and communicate to the Company’s consolidated principal executive officer and principal financial condition, operating results and cash flows as officer the type of information that would be required to be disclosed in the Financials. The Company has made available to Parent a copy of the dates and during most recent management rep letter delivered by the periods indicated thereinCompany’s auditors to the Company. Neither the Company nor the Company Auditors has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (B) any fraud, whether or not material, that involves the Company management or other Employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or (C) any Claim or allegation regarding any of the foregoing.

Company Financial Statements. (a) Section 2.7(i) 2.8 of the Disclosure Schedule sets forth the Company’s 's (i)(ai) audited consolidated balance sheet as of March December 31, 20092005 and 2004, and the related consolidated statements of income, cash flow and stockholders’ ' equity for the 12-month then ended periods ending December 31, 2005 and 2004, with the corresponding accountants' report from Grant Thornton LLP, the Company's independent auditors (together the “Fiscal 2008 "Compaxx'x Xxxxxxxx") (the "Year-End Financials”"), and (bii) audited unaudited consolidated balance sheet as of December 31September 30, 20092006 (the "Balance Sheet Date"), and the related unaudited consolidated statements statement of income, cash flow and stockholders’ ' equity for the nine (9-month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (collectively, the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet as of March 31, 2011 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the 3-month period months then ended (the “"Interim Financials”"). The Year-End Financials and the Interim Financials (collectively referred as collectively, the “"Financials”") are true true, correct and correct complete in all material respects and have been prepared in accordance with Relevant Accounting Standards GAAP applied on a consistent basis throughout the periods indicated and consistent with each otherother (except that the Interim Financials do not contain footnotes, intercompany transactions and other presentation items that may be required by GAAP, and the income tax accrual is a good faith estimate). The Financials present fairly in all material respects the Company’s 's consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s 's unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “"Current Balance Sheet.” " (b) There are no "off balance sheet" arrangements (as defined in Item 303(c) of Regulation S-K of the Securities and Exchange Commission ("SEC") Rules) effected by the Company or any of the Proxima Subsidiaries. Based on representations from the Company's Auditors, such Auditors, which have expressed its opinion with respect to the Year-End Financials (including the related notes), is and has been throughout the periods covered by such financial statements (i) a registered public accounting firm (as defined in Section 2.7(ii2(a)(12) of the Disclosure Schedule sets forth a backlog schedule as Sarbanes-Oxley Act of 2002) and (ii) "independent" with respect to txx Xxxxxxx xxxhin the meaning of Regulation S-X. (c) Since December 31, 2003, other than management letters in the ordinary course from the Company's Auditors, neither the Company, any Proxima Subsidiary nor any director, officer, employee, auditor, accountant or representative of the date hereof that reflects Company or any Proxima Subsidiary has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the contract end date and application fees to be invoiced for accounting or auditing practices, procedures, methodologies or methods of the period from the date hereof to the contract end date, and such schedule is accurate in all material respects. The books and records of each Acquired Company have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Financials are consistent with such books and records. No Acquired Company is a party to, or has any commitment to become a party toCompany, any joint venture, off-balance sheet partnership Proxima Subsidiaries or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliatetheir internal accounting controls, including any structured financematerial complaint, special purpose allegation, assertion or limited purpose Person on claim that the other hand, Company or any off-balance sheet arrangement. As Proxima Subsidiary has engaged in questionable accounting or auditing practices, and no attorney representing the Company or any Proxima Subsidiary, whether or not employed by the Company or any Proxima Subsidiary, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Proxima Subsidiary or any of their officers, directors, employees or agents to the Board of Directors the Company, any Proxima Subsidiary or any committee thereof or to any director or officer of the Closing Date, the Financials (x) will be true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards applied on a consistent basis throughout the periods indicated and consistent with each other, and (y) will present fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated thereinCompany or any Proxima Subsidiary.

Company Financial Statements. (a) Section 2.7(i) 2.8 of the Disclosure Schedule sets forth the Company’s 's and the Polish Subsidiary's (i)(ai) audited consolidated balance sheet as of March December 31, 20092003, and the related consolidated statements of income, cash flow and stockholders’ ' equity for the 12-month then ended period ending December 31, 2003, with the corresponding accountants' report from Deloitte and Touche, the Company's independent auditors (together the “Fiscal 2008 "Company's Auditors") (the "Year-End Financials”"), (bii) audited unaudited consolidated balance sheet as of December 31, 20092004, and the related unaudited consolidated statements statement of income, cash flow and stockholders’ ' equity for the 9-month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month 12 months then ended (collectively, the “Year-End "Interim Financials”"), and (iiiii) the unaudited consolidated balance sheet as of March 31, 2011 2005 (the “"Balance Sheet Date”"), and the related unaudited consolidated statements statement of income, cash flow and stockholders’ ' equity for the three (3-month period ) months then ended (the “Interim "Stub Period Financials”"). The Year-End Financials, the Interim Financials and the Interim Stub Period Financials (collectively referred as collectively, the “"Financials”") are true true, correct and correct complete in all material respects and have been prepared in accordance with Relevant Accounting Standards GAAP applied on a consistent basis throughout the periods indicated and consistent with each otherother (except that the Interim Financials and the Stub Period Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials present fairly the Company’s 's consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials and the Stub Period Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s 's unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “"Current Balance Sheet.” " (b) There are no "off balance sheet arrangements (as defined in Item 303(c) of Regulation S-K of the SEC) effected by the Company or its Subsidiaries. The Company's Auditors which has expressed its opinion with respect to the Year-End Financials (including the related notes), is and has been throughout the periods covered by such financial statements (y) a registered public accounting firm (as defined in Section 2.7(ii2(a)(12) of the Disclosure Schedule sets forth a backlog schedule as Xxxxxxxx-Xxxxx Act of 2002) and (z) "independent" with respect to the Company within the meaning of Regulation S-X. EXECUTION VERSION (c) Since December 31, 2003, neither the Company, any of its Subsidiaries, nor any director, officer, employee, auditor, accountant or representative of the date hereof that reflects Company or its Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the contract end date and application fees to be invoiced for accounting or auditing practices, procedures, methodologies or methods of either of the period from the date hereof to the contract end dateCompany, and such schedule is accurate in all material respects. The books and records of each Acquired Company have been, and are being maintained in all material respects in accordance with applicable legal and its Subsidiaries or its internal accounting requirements and the Financials are consistent with such books and records. No Acquired Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliatecontrols, including any structured financematerial complaint, special purpose allegation, assertion or limited purpose Person on claim that the other hand, Company or any off-balance sheet arrangement. As of the Closing Date, the Financials (x) will be true and correct its Subsidiaries has engaged in all material respects and will have been prepared in accordance with Relevant Account Standards applied on a consistent basis throughout the periods indicated and consistent with each otherquestionable accounting or auditing practices, and (yii) will present fairly no attorney representing the Company’s consolidated financial conditionCompany or its Subsidiaries, operating results and cash flows as whether or not employed by the Company or its Subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the Company or its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors the Company or its Subsidiaries or any committee thereof or to any director or officer of the dates and during the periods indicated thereinCompany or its Subsidiaries.

Company Financial Statements. (a) Attached as Section 2.7(i) 2.11 of the Company Disclosure Schedule sets forth are the Company’s (i)(ai) audited consolidated unaudited reviewed balance sheet as of March December 31, 20092016, and the related consolidated unaudited reviewed statements of income, cash flow and stockholders’ equity for the 12-month then ended period beginning September 2, 2016 and ending December 31, 2016 and (together ii) the “Fiscal 2008 Financials”), (b) audited consolidated Company’s unaudited balance sheet as of December 31, 2009, 2017 (the “Company Balance Sheet Date”) and the related consolidated unaudited statements of income, cash flow and stockholders’ equity for the 9-month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month year then ended (collectively, such financial statements being collectively referred to herein as the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet as of March 31, 2011 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the 3-month period then ended (the “Interim FinancialsCompany Financial -39- Statements”). The Year-End Financials and the Interim Financials Company Financial Statements (collectively referred as the “Financials”x) are true and correct in all material respects and respects, (y) have been prepared in accordance with Relevant Accounting Standards GAAP consistently applied on a consistent basis throughout through the periods indicated and consistent with each other. The Financials other and (z) present fairly the Company’s consolidated financial condition, operating condition of the Company at the date or dates therein indicated and the results of operations and cash flows as of for the dates and during the period or periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregatetherein specified. The Company’s unaudited consolidated balance sheet as of the Company Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” ”. The Company has identified all uncertain tax positions contained in all Tax Returns filed by the Company and has established adequate reserves and made any appropriate disclosures in the Company Financial Statements in accordance with the requirements of ASC 740-10 (formerly Financial Interpretation No. 48 of FASB Statement No. 109, Accounting for Uncertain Tax Positions). The Company’s revenue recognition policies are consistent with GAAP and described in detail in Section 2.7(ii2.11(a) of the Company Disclosure Schedule, including the status of the Company’s review and adjustments resulting from the Financial Accounting Standards Board’s Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). (b) The Company maintains accurate business records, financial books and records, personnel records, ledgers, sales accounting records, tax records and related work papers and other books and records (collectively, the “Books and Records”) reflecting the Company’s assets and Liabilities and maintains proper and adequate internal accounting controls that provide assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements and to maintain accountability of its assets, (iii) access to the Company’s assets is permitted only in accordance with management’s authorization, (iv) the reporting of assets is compared to existing assets at regular intervals and (v) inventory, accounts, notes and other receivables are recorded accurately and proper procedures are implemented to effect the collection thereof on a timely basis. The Company has not engaged in any transaction, maintained any bank account or used any corporate funds except as reflected in its Books and Records. (c) Neither the Company nor, to the Company’s knowledge, any current or former Employee of the Company, has identified or been made aware of any fraud, whether or not material, that involves the Company’s management or other current or former Employee of the Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. (d) The Company does not have any Liability, indebtedness, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or other, except for those which (i) have been reflected in the Current Balance Sheet or (ii) Liabilities in an aggregate amount not to exceed $100,000 that have arisen in the ordinary course of business consistent with past practice since the Company Balance Sheet Date. (e) All of the accounts receivable, whether billed or unbilled, of the Company arose in the ordinary course of business, are carried at values determined in accordance with GAAP consistently applied, are not subject to any set off or counterclaim, and do not represent obligations for goods sold on consignment, on approval or on a sale or return basis or subject to any other repurchase or return arrangement. None of the accounts receivable of the Company are -40- subject to any Encumbrance. No request or agreement for deduction or discount has been made with respect to any current or prior accounts receivable of the Company since inception. Section 2.11(e) of the Company Disclosure Schedule sets forth, as of the Company Balance Sheet Date, the aging of the accounts receivable reflected on the Current Balance Sheet. (f) Annual Recurring Revenue (i) Section 2.11(f)(i) of the Company Disclosure Schedule sets forth a backlog detailed schedule as providing for reduction in the businesses deferred revenue resulting from the Company’s acquisition of the date hereof that reflects business from VMware in 2016. (ii) For each VMware Customer whose relationship arises under the contract end date Reseller Agreement, Section 2.11(f)(ii) of the Company Disclosure Schedule contains a true, correct and application fees complete copy of the final reseller report agreed to be invoiced by VMware and the Company for the period applicable quarter, or a preliminary or estimated report for any quarter for which a final reseller report has not yet been provided, which includes (i) the name of each customer, (2) the license type by each customer, (3) the expiration date of each license and (4) annual recurring revenue dollar value of the license for each customer. (iii) Section 2.11(f)(iii) of the Company Disclosure Schedule sets forth the following items for each customer that is not a customer under the VMware Reseller Agreement and was not acquired in the Company’s acquisition of the business of the Company from VMware in 2016 (including customers who have contracted directly with the Company or who have contracted through a reseller other than VMware): (i) the name of such customer, (2) the license type by each customer, (3) the expiration date hereof of each license and (4) annual recurring revenue dollar value of the license for each customer. (iv) Section 2.11(f)(iv) of the Company Disclosure Schedule sets forth the Company’s good faith estimate, to its knowledge, of the following items for each customer not otherwise covered by clauses (i), (ii) or (iii) of this Section 2.11(f): (i) the name of such customer, (2) the license type by each customer, (3) the expiration date of each license, if available and (4) annual recurring revenue dollar value of the license for each customer. Except as set forth on Section 2.11(f)(iv) of the Company Disclosure Schedule, the customers set forth therein are customers of the Company by virtue of the Company’s relationship with VMware. (g) Since October 31, 2017, the Company has never (i) accelerated collections of or discounted any accounts receivable owed by third-parties to the contract end Company, (ii) agreed to or accepted any pre-payment of amounts payable by a third-party future services, or (iii) billed any customer of the Company in advance of the standard billing date, and such schedule is accurate in all material respects. The books and records of each Acquired the Company have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Financials are consistent with such books and records. No Acquired Company is a party to, or has never committed to do any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As of the Closing Date, the Financials forgoing (x) will be true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards applied on a consistent basis throughout the periods indicated and consistent with each other, and (y) will present fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated thereinwhether pursuant to Contract or otherwise).

Company Financial Statements. Section 2.7(i) 2.7 of the Disclosure Schedule sets forth the Company’s (i)(ai) audited consolidated balance sheet as of March each of December 31, 20092007, December 31, 2008 and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (together the “Fiscal 2008 Financials”), (b) audited consolidated balance sheet as of December 31, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 9-respective twelve (12) month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month periods then ended (collectively, the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet as of March 31, 2011 2010 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the three (3-) month period then ended (the “Interim Financials”). The Year-End Financials and the Interim Financials (collectively referred as the “Financials”) are true and correct in all material respects and have been prepared in accordance with Relevant Accounting Standards GAAP applied on a consistent basis throughout the periods indicated and consistent with each otherother (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials present fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated thereintherein in accordance with GAAP, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” The Company has provided in Section 2.7(ii) 2.7 of the Disclosure Schedule sets forth a backlog schedule as of the date hereof June 30, 2010 that reflects the contract end date and application fees to be invoiced for the period from the date hereof signing to the contract end date, and such schedule is a reasonable estimate that, to the Company’s Knowledge, is accurate in all material respects. The Company has not had any disagreement (as such term is defined in Item 304 of Regulation S-K promulgated under the Securities Act with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and each Acquired Company Subsidiary have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Financials are consistent in all material respects with such books and records. No Acquired Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired CompaniesCompany or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC). As of the Closing Date, the Closing Financials (x) will be true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, and (y) will present fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein.

Company Financial Statements. (a) Attached as Section 2.7(i) 2.11 of the Company Disclosure Schedule sets forth are the Company’s (i)(ai) audited consolidated balance sheets as of, and the related audited consolidated statements of operations, stockholders’ equity and cash flows of the Company for the fiscal years ended, December 31, 2011 and 2012, and (ii) unaudited consolidated statements of operations, stockholders’ equity and cash flows of the Company for the fiscal years ended, December 31, 2013 and consolidated balance sheet as of March 31April 30, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (together the “Fiscal 2008 Financials”), (b) audited consolidated balance sheet as of December 31, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 9-month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (collectively, the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet as of March 31, 2011 (the “Balance Sheet Date”)2014, and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the 3-month period four (4) months then ended (the financial statements referred to in items (i) and (ii), collectively, the “Interim FinancialsCompany Financial Statements”). The Year-End Financials and the Interim Financials Company Financial Statements (collectively referred as the “Financials”x) are true and correct in all material respects and respects, (y) have been prepared in accordance with Relevant Accounting Standards GAAP consistently applied on a consistent basis throughout through the periods indicated and consistent with each other. The Financials other and (z) present fairly the Company’s consolidated financial condition, operating condition of the Company at the date or dates therein indicated and the results of operations and cash flows as of for the dates and during period or periods therein specified, in each case determined in accordance with GAAP consistently applied through the periods indicated therein(except that the unaudited Company Financial Statements lack footnote disclosure and other presentation items, subject and does not include certain GAAP adjustments normally booked in conjunction with the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregateaudit). The Company’s unaudited consolidated balance sheet as of April 30, 2014 (the “Company Balance Sheet Date Date”) is referred to hereinafter as the “Current Balance Sheet”.” Section 2.7(ii (b) The Company and each of the Disclosure Schedule sets forth a backlog schedule as of Company Subsidiaries maintains business records, financial books and records, personnel records, legers, sales accounting records, tax records and related work papers and other books and records (the date hereof that reflects the contract end date “Books and application fees to be invoiced for the period from the date hereof to the contract end dateRecords”), and such schedule is which are accurate in all material respects. The books , reflecting their respective assets and records liabilities and maintains proper and adequate internal accounting controls that provide assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of each Acquired Company have beentheir financial statements and to maintain accountability of their assets, and are being maintained in all material respects (iii) access to their assets is permitted only in accordance with applicable legal management’s authorization, (iv) the reporting of assets is compared to existing assets at regular intervals and accounting requirements (v) inventory, accounts, notes and other receivables are recorded accurately and proper procedures are implemented to effect the Financials are consistent with such books collection thereof on a timely basis. Neither the Company nor any Company Subsidiary has engaged in any transaction, maintained any bank account or used any corporate funds except as reflected in its Books and records. No Acquired Records. (c) None of the Company, any Company is a party toSubsidiary, or has any commitment to become a party tothe Company’s knowledge, any joint venturecurrent or former employee, off-balance sheet partnership advisor, consultant or director of the Company or any similar Contract relating to Company Subsidiary, has identified or been made aware of any transaction fraud, whether or relationship between not material, that involves the Company’s management or among other current or former employees, consultants, advisors or directors of the Acquired Companies, on Company or any Company Subsidiary who have a role in the one hand, and preparation of financial statements or the internal accounting controls utilized by the Company or any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other handCompany Subsidiary, or any off-balance sheet arrangement. As claim or allegation regarding any of the Closing foregoing. (d) The Company and the Company Subsidiaries do not have any liability, indebtedness, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured or unmatured, except for those which (i) have been reflected in the Current Balance Sheet, (ii) have arisen in the ordinary course of business consistent with past practice since the Company Balance Sheet Date and do not arise from a violation of Section 4.1 or Section 4.2 hereof (or if arising prior to the Agreement Date, but after the Financials Company Balance Sheet Date, would not have violated Section 4.1 or would not have required consent under Section 4.2 hereof had this Agreement been in force as of and from the Company Balance Sheet Date), (xiii) are Transaction Expenses and will be true and correct in all material respects and will reflected on the Company Closing Statement, or (iv) have been prepared incurred or accrued under executory obligations under the Contracts of the Company and do not arise from a breach, violation or default thereunder. (e) Except as set forth in accordance with Relevant Account Standards applied on a consistent basis throughout Section 2.11(e) of the periods indicated Company Disclosure Schedule, the Company and consistent with each other, and (y) will present fairly the Company’s consolidated financial condition, operating results and cash flows Company Subsidiaries have no outstanding Company Debt as of the dates Agreement Date. (f) Section 2.11(f) of the Company Disclosure Schedule sets forth (i) the amount of variable compensation obligations accrued (including commission) on the Current Balance Sheet and during (ii) the periods indicated thereinamount of variable compensation obligations not accrued (including commission) on the Current Balance Sheet, in each case such amounts being listed by each Person such variable compensation obligation is attributable to, and that such Section 2.11(f) of the Company Disclosure Schedule is true and complete and that there are no other variable compensation obligations of the Company or any Company Subsidiary.

Company Financial Statements. Section 2.7(i) of the Disclosure Schedule sets forth the Company’s (i)(a) Company has delivered to Acquirer its audited consolidated balance sheet as of March 31, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (together the “Fiscal 2008 Financials”), (b) audited consolidated balance sheet sheets as of December 31, 20092001 and December 31, 2000 and the related consolidated its audited income statements and statements of income, cash flow and stockholders’ equity flows for the 9-month years then ended, and (c) audited consolidated its unaudited balance sheet (the "Balance Sheet") as of December July 31, 20102002 (the "Balance Sheet Date"), its unaudited income statement and the related consolidated statements statement of income, cash flow and stockholders’ equity flows for the 12-seven (7) month period then ended, the month then ended and the quarter ended June 30, 2002, an unaudited detailed reconciliation by general ledger account for the Balance Sheet as of the Balance Sheet Date, an unaudited working capital schedule by general ledger account as of the Balance Sheet Date (collectively, the “Year-End Financials”"Financial Statements"), and an unaudited schedule of recurring revenue billable to customers by month (iiASP, hosting and maintenance) the unaudited consolidated balance sheet as of March 31, 2011 the Balance Sheet Date (the “Balance Sheet Date”"MRR Schedule"), a copy of each of which is included as Schedule 3.7 of the Company Disclosure Letter. The Financial Statements (a) fairly present the financial condition of Company at the respective dates specified therein and the related unaudited consolidated statements results of income, cash flow and stockholders’ equity operations for the 3-month period then ended respective periods specified therein in conformity with GAAP applied on a consistent basis; and (the “Interim Financials”). The Year-End Financials and the Interim Financials (collectively referred as the “Financials”b) are true and correct in all material respects and have been prepared in accordance with Relevant Accounting Standards GAAP applied on a consistent basis throughout the periods indicated and consistent with each other. The Financials present fairly the Company’s consolidated financial conditionprior periods except, operating results with respect to unaudited Financial Statements, for any absence of notes thereto and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, audit adjustments which are not material in amount or significance in any individual case or and do not exceed $25,000 in the aggregate. The Company has no Liability, except for (a) those set forth in the Financial Statements, (b) those incurred in the ordinary course of Company’s unaudited consolidated balance sheet as 's business, consistent with past practice, that are not material in amount either individually or collectively and do not result from any breach of contract, tort or violation of law, and (c) Liabilities incurred pursuant to the performance of its obligations pursuant to this Agreement; provided that if such Liability was incurred before the Balance Sheet Date Date, it is referred to hereinafter as the “Current Balance Sheet.” Section 2.7(ii) of the Disclosure Schedule sets forth a backlog schedule as of the date hereof that reflects the contract end date and application fees not required under GAAP to be invoiced for set forth in the period from Financial Statements. The MRR Schedule is accurate, correct and complete in all respects. There has been no change in Company's accounting policies other than as specifically described in the date hereof notes to the contract end date, Financial Statements. All reserves established by Company that are set forth or reflected on the Balance Sheet are adequate and such schedule is accurate in all material respects. The books and records of each Acquired Company have been, and are being maintained in all material respects been established in accordance with applicable legal and accounting requirements and the Financials are consistent with such books and records. No Acquired Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As of the Closing Date, the Financials (x) will be true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards applied on a consistent basis throughout the periods indicated and consistent with each other, and (y) will present fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated thereinGAAP.

Company Financial Statements. (a) Section 2.7(i) 2.7 of the Disclosure Schedule sets forth the Company’s (i)(ai) audited consolidated balance sheet as of March December 31, 20092005, and the related consolidated audited statements of income, cash flow and stockholders’ equity for the twelve (12-) month period then ended ended, and (together the “Fiscal 2008 Financials”), (bii) audited consolidated balance sheet as of December 31, 2009, 2006 and the related consolidated audited statements of income, cash flow and stockholders’ equity for the 9-twelve (12) month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month period then ended (the financial statements referred to in clauses (i) and (ii) collectively, the “Year-End Financials”), and (iiiii) the unaudited consolidated balance sheet as of March December 31, 2011 2007 (the “Balance Sheet Date”), and the related unaudited consolidated statements statement of income, cash flow and stockholders’ equity for the 3-twelve month period then ended (the “Interim Financials”). The Year-End Financials and the Interim Financials (collectively referred to as the “Financials”) are true and correct in all material respects and have been prepared in accordance with Relevant Accounting Standards GAAP (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP) consistently applied on a consistent basis throughout the periods indicated and consistent with each otherother (except as may be indicated in the notes thereto). The Financials fairly present fairly in all material respects the Company’s consolidated financial condition, operating results of operations and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end audit adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” ” (b) Any financial statements provided by the Company pursuant to Section 2.7(ii5.14 hereof, when delivered, will (i) have been derived from the books and records of the Disclosure Schedule sets forth a backlog schedule as of the date hereof that reflects the contract end date and application fees to be invoiced for the period from the date hereof to the contract end dateCompany, and such schedule is accurate (ii) fairly present, in all material respects. The books , the consolidated financial position, results of operations and records cash flows of each Acquired the Company have been, at the dates and are being maintained in all material respects for the periods indicated in accordance with applicable legal GAAP and accounting requirements and Regulation S-X promulgated under the Financials are consistent with such books and records. No Acquired Company is a party toExchange Act (“Regulation S-X”), or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among except as indicated in the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As of the Closing Date, the Financials (x) will be true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards applied on a consistent basis throughout the periods indicated and consistent with each other, and (y) will present fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated thereinfootnotes thereto.

Company Financial Statements. (a) Section 2.7(i3.8(a) of the Company Disclosure Schedule sets forth (i) the Company’s (i)(a) audited consolidated balance sheet as of March December 31, 2009, 2013 and the related audited consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (together the “Fiscal 2008 2013 Financials”), (b) the Company’s audited consolidated balance sheet as of December 31, 2009, 2012 and the related audited consolidated statements of income, cash flow and stockholders’ equity for (the 9-month then ended“2012 Financials”), and (c) the Company’s audited consolidated balance sheet as of December 31, 2010, 2011 and the related audited consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (collectively, the “Year-End 2011 Financials”), and (ii) the Company’s consolidated interim unaudited consolidated balance sheet as of March July 31, 2011 2014 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the 3-month period seven (7) months then ended (the “Interim 2014 Financials” and together with the 2013 Financials, the 2012 Financials and the 2011 Financials, the “Financials”). The Year-End Financials and the Interim Financials (collectively referred as the “Financials”) Financial Statements are true and correct in all material respects and have been were prepared in accordance with Relevant Accounting Standards GAAP (except that the 2014 Financials do not contain footnotes and may be subject to normal year‑end audit adjustments) applied on a consistent basis throughout the periods indicated and consistent with each other. The Financials present fairly in all material respects the Company’s and its subsidiaries’ consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein (except that the 2014 Financials may be subject to normal year‑end audit adjustments) that, to the extent not reflected therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount amounts or significance in any individual case or in the aggregatenature. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet”.” (b) Section 2.7(ii3.8(b) of the Company Disclosure Schedule sets forth a backlog schedule as true and correct list of the date hereof that reflects revenue (by billing address) earned by the contract end date and application fees to be invoiced for Company from sources in each country other than the period from United States, on a country‑by‑country basis, during the date hereof to the contract end dateseven (7) months ended on July 31, and such schedule is accurate in all material respects. The books and records of each Acquired Company have been, and are being maintained in all material respects 2013 (determined in accordance with applicable legal and accounting requirements and GAAP, which shall be applied in a manner consistent with the Financials to the extent they are consistent with such books and records. No Acquired Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As of the Closing Date, the Financials (x) will be true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards applied on a consistent basis throughout the periods indicated and consistent with each other, and (y) will present fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated thereinGAAP).

Company Financial Statements. Section 2.7(i18- (a) SECTION 2.7 of the Disclosure Schedule sets forth the Company’s 's (i)(ai) audited unaudited consolidated balance sheet as of March December 31, 20092006 (the "BALANCE SHEET DATE"), and audited consolidated balance sheets as of December 31, 2005 and December 31, 2004, and the related consolidated statements of income, cash flow and stockholders’ ' equity for each of the twelve (12-) month periods then ended (together the “Fiscal 2008 Financials”), (b) audited consolidated balance sheet as of December 31, 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the 9"YEAR-month then ended, and (c) audited consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flow and stockholders’ equity for the 12-month then ended (collectively, the “Year-End Financials”END FINANCIALS"), and (ii) the unaudited consolidated balance sheet as of March 31, 2011 (the “Balance Sheet Date”)2007, and the related unaudited consolidated statements of income, cash flow and stockholders’ ' equity for the three (3-) month period then ended (the “Interim Financials”"INTERIM FINANCIALS"). The Year-End Financials and the Interim Financials (collectively referred to as the “Financials”"FINANCIALS") are true and correct in all material respects and have been prepared in accordance with Relevant Accounting Standards GAAP consistently applied on a consistent basis throughout the periods indicated and consistent with each otherother (except that unaudited Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials present fairly the Company’s consolidated 's financial condition, operating results and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials Financials, to normal year-end adjustments, which adjustments that are not material in amount or significance in any individual case or in the aggregate. The Company’s 's unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet"CURRENT BALANCE SHEET.” Section 2.7(ii" (b) Any financial statements provided by the Company pursuant to SECTION 5.13 hereof, when delivered, will (i) have been derived from the books and records of the Disclosure Schedule sets forth a backlog schedule as of the date hereof that reflects the contract end date and application fees to be invoiced for the period from the date hereof to the contract end dateCompany, and such schedule is accurate (ii) fairly present, in all material respects. The books , the consolidated financial position, results of operations and records cash flows of each Acquired the Company have been, at the dates and are being maintained in all material respects for the periods indicated in accordance with applicable legal GAAP and accounting requirements and Regulation S-X promulgated under the Financials are consistent with such books and records. No Acquired Company is a party to, or has any commitment to become a party to, any joint venture, offExchange Act ("REGULATION S-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any off-balance sheet arrangement. As of the Closing Date, the Financials (x) will be true and correct in all material respects and will have been prepared in accordance with Relevant Account Standards applied on a consistent basis throughout the periods indicated and consistent with each other, and (y) will present fairly the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated thereinX").