Common use of Corporate and Financial Records Clause in Contracts

Corporate and Financial Records. (a) The corporate records and minute books of SBI contain complete and accurate minutes of all meetings and resolutions of the directors and shareholders of SBI since its date of incorporation. The share certificate ledgers, registers of shareholders, registers of transfers and registers of directors and officers of SBI are complete and accurate. (b) The books and records of SBI are true, correct and complete, and reflect all material transactions of the SBI Group. (c) The audited financial statements of SBI, consisting of consolidated statements of operations and comprehensive loss, balance sheets, statements of shareholders’ equity (deficiency) and statements of cash flows for each of the three years ended December 31, 2009, December 31, 2008 and December 31, 2007, together with the reports of Deloitte & Touche LLP and PricewaterhouseCoopers LLP (as applicable) thereon and the notes thereto (collectively, the “SBI Audited Financial Statements”), and the unaudited financial statements of SBI, consisting of condensed consolidated statements of operations and comprehensive loss, balance sheets, statements of shareholders’ equity (deficiency) and statements of cash flows for the 184-day period ended July 3, 2010 (the “SBI Interim Financial Statements” and, together with the SBI Audited Financial Statements, the “SBI Financial Statements”), copies of which are attached hereto as Schedule 3.02(2)(c): (i) were prepared in accordance with the accounting and financial books and records of SBI as at the respective dates then ended; (ii) are true, correct and complete and present fairly in all material respects the financial position of SBI as at the respective dates then ended, and the results of operations and cash flows of SBI for the periods covered thereby, all in accordance with U.S. generally accepted accounting principles consistently applied (except as may be noted therein) and, in the case of the SBI Interim Financial Statements, such statements may omit notes thereto and may be subject to customary year end adjustments consistent with past practice; and (iii) have been prepared in accordance with U.S. generally accepted accounting principles consistently applied (except as may be noted therein). (d) SBI does not have any outstanding liabilities, contingent or otherwise, nor is it a party to or bound by any agreement of guarantee, support, indemnification, assumption or endorsement of, or any other similar commitment with respect to, the obligations, liabilities (contingent or otherwise) or indebtedness of any person, other than: (i) those set out in the SBI Financial Statements; and (ii) liabilities in respect of trade or business obligations incurred after July 3, 2010 in the ordinary course of business, consistent with past practice, none of which has been materially adverse to the nature, results of operations, assets or financial condition of, or manner of conducting, SBI or its business. (e) Except as set forth on Schedule 3.02(2)(e), since December 31, 2009, the SBI Group has operated its business in the ordinary course of business (except with respect to the transactions contemplated hereby) and no member of the SBI Group has: (i) experienced any change in its financial condition or operations other than changes in the ordinary course of business, none of which individually or in the aggregate has had or would reasonably be anticipated to result in a Material Adverse Effect; (ii) transferred, assigned, sold or otherwise disposed of any of the material assets shown or reflected in the SBI Financial Statements or cancelled any material debts or entitlements or released or relinquished any material contractual rights; (iii) made any change in its accounting principles, policies, practices or methods; (iv) cancelled or waived any debt, claim or other right except in the ordinary course of business; (v) incurred or assumed any liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, except unsecured current liabilities incurred in the ordinary course of business; (vi) mortgaged, pledged, granted a security interest in or otherwise created a lien on any of its property or assets, except in the ordinary course of business and in amounts which, individually and in the aggregate are not material to the financial condition of the SBI Group or the operation of its business; (vii) entered into any contract or any other transaction with a term longer than six months or involving expenditures or potential liability by the SBI Group in excess of $50,000 that was not in the ordinary course of business, except with respect to the transactions contemplated hereby; (viii) terminated, cancelled, modified or amended in any material respect or received notice or a request for termination, cancellation, modification or amendment of any SBI Material Contract or taken or failed to take any action that would entitle any party to a SBI Material Contract to terminate, modify, cancel or amend any SBI Material Contract; (ix) made any capital expenditure or authorized any capital expenditure or made any commitment for the purchase, construction or improvement of any capital assets except in the ordinary course of business or as set forth on Schedule 3.02(3)(d); (x) in the case of SBI, declared or paid any dividends or other distributions with respect to, or redeemed or acquired (directly or indirectly), any SBI Shares; (xi) suffered any material damage, destruction or loss (whether or not covered by insurance) adversely affecting its assets, properties or business; or (xii) authorized, agreed or otherwise become committed to do any of the foregoing. (f) No current or former director, officer, shareholder or employee of any of the Vendors or SBI or any person not dealing at arm’s length within the meaning of the Tax Act with any such person or with any of the Vendors or members of the SBI Group is indebted to any member of the SBI Group, except such indebtedness as is disclosed in Schedule 3.02(2)(f). (g) No member of the SBI Group is an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) or the bankruptcy laws of the United States or any other applicable jurisdiction nor has any of them made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof nor has had any petition for a receiving order presented in respect of it. No member of the SBI Group has initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding-up, liquidation or dissolution. No receiver has been appointed in respect of any member of the SBI Group or any of their respective assets and no execution or distress has been levied upon any of their respective assets. (h) No member of the SBI Group nor any of their respective directors, officers, agents or employees or any other person associated with or acting for or on behalf of any of them, has directly or indirectly: (i) made any contribution, gift, bribe, rebate, payoff, illegal payment, influence payment, kick-back, or other similar payment to any entity, or United States or foreign national, state or local government officials, employees or agents or candidates therefor or any other person, private or public, regardless of form, whether in money, property or services (A) to obtain favourable treatment in securing business, (B) to pay for favourable treatment for business secured, (C) to obtain special concessions or for special concessions already obtained, for or in respect of the SBI Group, or (D) in violation of any Applicable Laws; or (ii) established or maintained any fund or asset that has not been recorded in the books and records of SBI. (i) Each of the members of the SBI Group is, and has at all times been, in compliance with the Foreign Corrupt Practices Act of 1977, as amended.

Corporate and Financial Records. (a) The corporate records and minute books of SBI Mascoma contain complete and accurate minutes of all meetings and resolutions of the directors and shareholders of SBI Mascoma since its date of incorporation. The share certificate ledgers, registers of shareholders, registers of transfers and registers of directors and officers of SBI Mascoma are complete and accurate. (b) The books and records of SBI Mascoma are true, correct and complete, and reflect all material transactions of the SBI GroupMascoma. (c) The audited financial statements of SBIMascoma, consisting of the unaudited consolidated statements of operations and comprehensive loss, balance sheets, statements of shareholdersoperations, statements of redeemable common stock, redeemable convertible preferred stock and stockholders’ equity (deficiency) deficit and statements of cash flows for each of the three two years ended December 31, 2009, December 31, 2008 2009 and December 31, 20072008, together with the reports of Deloitte & Touche LLP and PricewaterhouseCoopers LLP (as applicable) thereon and the notes thereto (collectively, the “SBI Audited Mascoma Annual Financial Statements”), and the unaudited financial statements of SBI, consisting of condensed consolidated statements of operations and comprehensive loss, balance sheets, statements of shareholders’ equity (deficiency) and statements of cash flows Mascoma for the 184six-day month period ended July 3June 30, 2010 (the “SBI Mascoma Interim Financial Statements” and, together with the SBI Audited Mascoma Annual Financial Statements, the “SBI Mascoma Financial Statements”), copies copy of which are is attached hereto as Schedule 3.02(2)(c): (i) were prepared in accordance with the accounting and financial books and records of SBI Mascoma as at the respective dates then ended; (ii) are true, correct and complete and present fairly in all material respects the financial position of SBI Mascoma as at the respective dates then ended, and the results of operations and cash flows of SBI Mascoma for the periods covered thereby, all in accordance with U.S. generally accepted accounting principles consistently applied (except as may be noted therein) and, in the case of the SBI Interim Financial Statements, such statements may omit notes thereto and may be subject to customary year end adjustments consistent with past practice); and (iii) have been prepared in accordance with U.S. generally accepted accounting principles consistently applied (except as may be noted therein). The audited consolidated balance sheets, statements of operations, statements of redeemable common stock, redeemable convertible preferred stock and stockholders’ deficit and statements of cash flows for each of the two years ended December 31, 2009 and December 31, 2008, together with the reports of Deloitte & Touche LLP, chartered accountants, thereon and the notes thereto, when issued, shall not be materially adverse in the aggregate than the Mascoma Annual Financial Statements attached hereto. (d) SBI Mascoma does not have any outstanding liabilities, contingent or otherwise, nor is it a party to or bound by any agreement of guarantee, support, indemnification, assumption or endorsement of, or any other similar commitment with respect to, the obligations, liabilities (contingent or otherwise) or indebtedness of any person, other than: (i) those set out in the SBI Mascoma Financial Statements; and (ii) liabilities in respect of trade or business obligations incurred after July 3June 30, 2010 in the ordinary course of business, consistent with past practice, none of which has been materially adverse to the nature, results of operations, assets or financial condition of, or manner of conducting, SBI Mascoma or its business. (e) Except as set forth on Schedule 3.02(2)(e3.03(2)(e), since December 31, 2009, the SBI Mascoma Group has operated its business in the ordinary course of business (except with respect to the transactions contemplated hereby) and no member of the SBI Mascoma Group has: (i) experienced any change in its financial condition or operations other than changes in the ordinary course of business, none of which individually or in the aggregate has had or would reasonably be anticipated to result in a Material Adverse Effect; (ii) transferred, assigned, sold or otherwise disposed of any of the material assets shown or reflected in the SBI Mascoma Financial Statements or cancelled any material debts or entitlements or released or relinquished any material contractual rights; (iii) made any change in its accounting principles, policies, practices or methods; (iv) cancelled or waived any debt, claim or other right except in the ordinary course of business; (v) incurred or assumed any liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, except unsecured current liabilities incurred in the ordinary course of business; (vi) mortgaged, pledged, granted a security interest in or otherwise created a lien on any of its property or assets, except in the ordinary course of business and in amounts which, individually and in the aggregate are not material to the financial condition of the SBI Mascoma Group or the operation of its business; (vii) entered into any contract or any other transaction with a term longer than six months or involving expenditures or potential liability by the SBI Mascoma Group in excess of $50,000 25,000 that was not in the ordinary course of business, except with respect to the transactions contemplated hereby; (viii) terminated, cancelled, modified or amended in any material respect or received notice or a request for termination, cancellation, modification or amendment of any SBI Mascoma Material Contract or taken or failed to take any action that would entitle any party to a SBI Mascoma Material Contract to terminate, modify, cancel or amend any SBI Mascoma Material Contract; (ix) made any capital expenditure or authorized any capital expenditure or made any commitment for the purchase, construction or improvement of any capital assets except in the ordinary course of business or as set forth on Schedule 3.02(3)(d)business; (x) in the case of SBIMascoma, declared or paid any dividends or other distributions with respect to, or redeemed or acquired (directly or indirectly), any SBI Sharessecurities in its capital; (xi) suffered any material damage, destruction or loss (whether or not covered by insurance) adversely affecting its assets, properties or business; or (xii) authorized, agreed or otherwise become committed to do any of the foregoing. (f) No current or former director, officer, shareholder or employee of any of the Vendors or SBI or any person not dealing at arm’s length within the meaning of the Tax Act with any such person or with any of the Vendors or members of the SBI Group is indebted to any member of the SBI Group, except such indebtedness as is disclosed in Schedule 3.02(2)(f). (g) No member of Mascoma Group nor the SBI Group Purchaser is an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) or the bankruptcy laws of the United States or any other applicable jurisdiction nor has have any of them made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof nor has had any petition for a receiving order presented in respect of it. No member of the SBI Mascoma Group nor the Purchaser has initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding-up, liquidation or dissolution. No receiver has been appointed in respect of any member of the SBI Group Mascoma or the Purchaser or any of their respective assets and no execution or distress has been levied upon any of their respective its assets. (hg) No member of the SBI Mascoma Group nor any of their respective directors, officers, agents or employees or any other person associated with or acting for or on behalf of any of themit, has directly or indirectly: (i) made any contribution, gift, bribe, rebate, payoff, illegal payment, influence payment, kick-back, or other similar payment to any entity, or United States or foreign national, state or local government officials, employees or agents or candidates therefor or any other person, private or public, regardless of form, whether in money, property or services (A) to obtain favourable treatment in securing business, (B) to pay for favourable treatment for business secured, (C) to obtain special concessions or for special concessions already obtained, for or in respect of the SBI Group, Mascoma Group or (D) in violation of any Applicable Laws; or (ii) established or maintained any fund or asset that has not been recorded in the books and records of SBIMascoma. (i) Each of the members of the SBI Group is, and has at all times been, in compliance with the Foreign Corrupt Practices Act of 1977, as amended.

Corporate and Financial Records. (a) The corporate records and minute books of SBI Mascoma contain complete and accurate minutes of all meetings and resolutions of the directors and shareholders of SBI Mascoma since its date of incorporation. The share certificate ledgers, registers of shareholders, registers of transfers and registers of directors and officers of SBI Mascoma are complete and accurate. (b) The books and records of SBI Mascoma are true, correct and complete, and reflect all material transactions of the SBI GroupMascoma. (c) The audited financial statements of SBIMascoma, consisting of the unaudited consolidated statements of operations and comprehensive loss, balance sheets, statements of shareholdersoperations, statements of redeemable common stock, redeemable convertible preferred stock and stockholders’ equity (deficiency) deficit and statements of cash flows for each of the three two years ended December 31, 2009, December 31, 2008 2009 and December 31, 20072008, together with the reports of Deloitte & Touche LLP and PricewaterhouseCoopers LLP (as applicable) thereon and the notes thereto (collectively, the “SBI Audited Mascoma Annual Financial Statements”), and the unaudited financial statements of SBI, consisting of condensed consolidated statements of operations and comprehensive loss, balance sheets, statements of shareholders’ equity (deficiency) and statements of cash flows Mascoma for the 184six-day month period ended July 3June 30, 2010 (the “SBI Mascoma Interim Financial Statements” and, together with the SBI Audited Mascoma Annual Financial Statements, the “SBI Mascoma Financial Statements”), copies copy of which are is attached hereto as Schedule 3.02(2)(c): (i) were prepared in accordance with the accounting and financial books and records of SBI Mascoma as at the respective dates then ended; (ii) are true, correct and complete and present fairly in all material respects the financial position of SBI Mascoma as at the respective dates then ended, and the results of operations and cash flows of SBI Mascoma for the periods covered thereby, all in accordance with U.S. generally accepted accounting principles consistently applied (except as may be noted therein) and, in the case of the SBI Interim Financial Statements, such statements may omit notes thereto and may be subject to customary year end adjustments consistent with past practice); and (iii) have been prepared in accordance with U.S. generally accepted accounting principles consistently applied (except as may be noted therein). The audited consolidated balance sheets, statements of operations, statements of redeemable common stock, redeemable convertible preferred stock and stockholders’ deficit and statements of cash flows for each of the two years ended December 31, 2009 and December 31, 2008, together with the reports of Deloitte & Touche LLP, chartered accountants, thereon and the notes thereto, when issued, shall not be materially adverse in the aggregate than the Mascoma Annual Financial Statements attached hereto. (d) SBI Mascoma does not have any outstanding liabilities, contingent or otherwise, nor is it a party to or bound by any agreement of guarantee, support, indemnification, assumption or endorsement of, or any other similar commitment with respect to, the obligations, liabilities (contingent or otherwise) or indebtedness of any person, other than: (i) those set out in the SBI Mascoma Financial Statements; and (ii) liabilities in respect of trade or business obligations incurred after July 3June 30, 2010 in the ordinary course of business, consistent with past practice, none of which has been materially adverse to the nature, results of operations, assets or financial condition of, or manner of conducting, SBI Mascoma or its business. (e) Except as set forth on Schedule 3.02(2)(e3.03(2)(e), since December 31, 2009, the SBI Mascoma Group has operated its business in the ordinary course of business (except with respect to the transactions contemplated hereby) and no member of the SBI Mascoma Group has: (i) experienced any change in its financial condition or operations other than changes in the ordinary course of business, none of which individually or in the aggregate has had or would reasonably be anticipated to result in a Material Adverse Effect; (ii) transferred, assigned, sold or otherwise disposed of any of the material assets shown or reflected in the SBI Mascoma Financial Statements or cancelled any material debts or entitlements or released or relinquished any material contractual rights; (iii) made any change in its accounting principles, policies, practices or methods; (iv) cancelled or waived any debt, claim or other right except in the ordinary course of business; (v) incurred or assumed any liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, except unsecured current liabilities incurred in the ordinary course of business; (vi) mortgaged, pledged, granted a security interest in or otherwise created a lien on any of its property or assets, except in the ordinary course of business and in amounts which, individually and in the aggregate are not material to the financial condition of the SBI Mascoma Group or the operation of its business; (vii) entered into any contract or any other transaction with a term longer than six months or involving expenditures or potential liability by the SBI Mascoma Group in excess of $50,000 25,000 that was not in the ordinary course of business, except with respect to the transactions contemplated hereby; (viii) terminated, cancelled, modified or amended in any material respect or received notice or a request for termination, cancellation, modification or amendment of any SBI Mascoma Material Contract or taken or failed to take any action that would entitle any party to a SBI Mascoma Material Contract to terminate, modify, cancel or amend any SBI Mascoma Material Contract; (ix) made any capital expenditure or authorized any capital expenditure or made any commitment for the purchase, construction or improvement of any capital assets except in the ordinary course of business or as set forth on Schedule 3.02(3)(d)business; (x) in the case of SBIMascoma, declared or paid any dividends or other distributions with respect to, or redeemed or acquired (directly or indirectly), any SBI Sharessecurities in its capital; (xi) suffered any material damage, destruction or loss (whether or not covered by insurance) adversely affecting its assets, properties or business; or (xii) authorized, agreed or otherwise become committed to do any of the foregoing. (f) No current or former director, officer, shareholder or employee of any of the Vendors or SBI or any person not dealing at arm’s length within the meaning of the Tax Act with any such person or with any of the Vendors or members of the SBI Group is indebted to any member of the SBI Group, except such indebtedness as is disclosed in Schedule 3.02(2)(f). (g) No member of Mascoma Group nor the SBI Group Purchaser is an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) or the bankruptcy laws of the United States or any other applicable jurisdiction nor has have any of them made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof nor has had any petition for a receiving order presented in respect of it. No member of the SBI Mascoma Group nor the Purchaser has initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding-up, liquidation or dissolution. No receiver has been appointed in respect of any member of the SBI Group Mascoma or the Purchaser or any of their respective assets and no execution or distress has been levied upon any of their respective its assets. (hg) No member of the SBI Mascoma Group nor any of their respective directors, officers, agents or employees or any other person associated with or acting for or on behalf of any of themit, has directly or indirectly: (i) made any contribution, gift, bribe, rebate, payoff, illegal payment, influence payment, kick-kick- back, or other similar payment to any entity, or United States or foreign national, state or local government officials, employees or agents or candidates therefor or any other person, private or public, regardless of form, whether in money, property or services (A) to obtain favourable treatment in securing business, (B) to pay for favourable treatment for business secured, (C) to obtain special concessions or for special concessions already obtained, for or in respect of the SBI Group, Mascoma Group or (D) in violation of any Applicable Laws; or (ii) established or maintained any fund or asset that has not been recorded in the books and records of SBIMascoma. (i) Each of the members of the SBI Group is, and has at all times been, in compliance with the Foreign Corrupt Practices Act of 1977, as amended.