Common use of Financial Information; Undisclosed Liabilities Clause in Contracts

Financial Information; Undisclosed Liabilities. (a) Section 4.16 of the Disclosure Letter contains a statement setting forth specified purchased net assets as of July 31, 2005 (the “Statement of Purchased Net Assets”) and a statement of operating revenues and expenses for the twelve-month period ended October 31, 2004 and the nine-month period ended July 31, 2005 (the “Statement of Operating Revenue and Expenses” and, together with the Statement of Purchased Net Assets, the “Business Financial Statements”). The Business Financial Statements (i) have been prepared in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements, (ii) are derived from the unaudited consolidated financial statements of Angel as provided to Seller for the twelve (12) months and nine (9) months and as of the periods ended October 31, 2004 and July 31, 2005, respectively, and (iii) fairly present in all material respects the Purchased Seller Subsidiaries, Purchased Assets and Assumed Liabilities as of the date of such Business Financial Statements and the results of operations of the Business for the period covered by the Business Financial Statements in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements. (b) The Audited Business Financial Statements will present fairly in all material respects the consolidated assets acquired and liabilities assumed and related revenues and direct expenses of the Business, as of the dates and for the periods indicated. The Audited Business Financial Statements will be prepared in accordance with the methodology described in the letter sent from Buyer to the SEC on October 7, 2005, consistently applied except where expressly indicated. (c) The Assumed Liabilities do not include any Liabilities of a nature required by GAAP to be reflected in a consolidated corporate balance sheet or the notes thereto, except Liabilities that (i) will be accrued or reserved against in the Audited Business Financial Statements, (ii) were incurred in the ordinary course of business since July 31, 2005, or (iii) have not had, and would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect.

Financial Information; Undisclosed Liabilities. (a) Section 4.16 The Company has previously made available to the Purchaser Entities the following financial statements with the footnotes thereto and the report of the auditors thereon, attached as Section 4.5(a) of the Company Disclosure Letter contains a statement setting forth specified purchased net assets Schedule: (i) the audited financial statements of the Company as of July and for the fiscal year ended December 31, 2005 2012 (the “Statement Company’s Most Recent Audited Balance Sheet Date”), (ii) the audited financial statements of Purchased Net Assets”) the Company as of and a statement of operating revenues and expenses for the twelve-month period fiscal years ended October December 31, 2004 2011 and the nine-month period ended July December 31, 2005 2010, and (iii) the unaudited management accounts of the Company as of September 30, 2013 (the “Statement of Operating Revenue and Expenses” andInterim Financial Statements”) (the items in (i) - (iii), together with the Statement of Purchased Net Assets, collectively the “Business Company Financial Statements”). The Business Company Financial Statements (iincluding the related notes and schedules thereto) have been prepared present fairly, in accordance with all material respects, the accounting principles and procedures set forth in the notes to the Business Financial Statements, (ii) are derived from the unaudited consolidated financial statements position of Angel the Company (consolidated with its Subsidiaries, as provided to Seller for the twelve (12applicable) months and nine (9) months and as of the periods ended October 31, 2004 and July 31, 2005, respectivelydates of said statements, and the financial condition, results of operations, changes in members’ equity and cash flows, as the case may be, of the Company (iii) fairly present in all material respects the Purchased Seller consolidated with its Subsidiaries, Purchased Assets as applicable) for the periods covered thereby, all of which were prepared and Assumed Liabilities are in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the date unaudited interim financial statements, to year-end adjustments, the absence of such Business Financial Statements notes and the results any other adjustments described therein, none of operations of the Business for the period covered by the Business Financial Statements in accordance with the accounting principles and procedures set forth in the notes which is material to the Business Financial StatementsCompany and its Subsidiaries, taken as a whole. (b) The Audited Business Financial Statements will present fairly Except as set forth in all material respects the consolidated assets acquired and liabilities assumed and related revenues and direct expenses Section 4.5(b) of the Business, as of the dates and for the periods indicated. The Audited Business Financial Statements will be prepared in accordance with the methodology described in the letter sent from Buyer Company Disclosure Schedule or to the SEC on October 7, 2005, consistently applied except where expressly indicated. (c) The Assumed Liabilities do not include any Liabilities of a nature required by GAAP to be reflected in a consolidated corporate balance sheet or the notes thereto, except Liabilities that (i) will be accrued or extent reserved against in the Audited Business unaudited consolidated balance sheets of the Company included in the Interim Financial Statements, the Company does not have any liabilities or obligations (iiwhether absolute, accrued, contingent or otherwise, and whether due or to become due), except for liabilities and obligations (i) were incurred in the ordinary course of business consistent with past practice since July 31the Company’s Most Recent Audited Balance Sheet Date, 2005(ii) arising from contractual arrangements entered into in the ordinary course of business, (iii) to employees of the Company and its Subsidiaries as required by applicable Law, or (iiiiv) have not had, that would be immaterial to the Company and would not reasonably be expected to have, individually or in the aggregate, its Subsidiaries (taken as a Seller Material Adverse Effectwhole).

Financial Information; Undisclosed Liabilities. (a) Section 4.16 The Seller has provided the Purchaser copies of (i) the audited combined financial statements of the Disclosure Letter contains Combined Target Companies consisting of a statement setting forth specified purchased net assets as of July 31operations and comprehensive income (loss), 2005 (the “Statement a statement of Purchased Net Assets”) changes in equity and a statement of operating revenues and expenses cash flows, each for the twelve-month period years ended October December 31, 2004 2015 and the nine-month period ended July 2014, and a balance sheet as of December 31, 2005 (the “Statement of Operating Revenue 2015 and Expenses” and2014, together with the Statement notes thereto, as reported on by Ernst & Young LLP, Chartered Accountants; and (ii) the unaudited combined financial statements of Purchased Net Assetsthe Combined Target Companies as of March 31, 2016 and December 31, 2015 and for the three months ended March 31, 2016 and 2015 consisting of a statement of operations and comprehensive income (loss), a statement of changes in equity, a statement of cash flows, and a balance sheet, together with the notes thereto (collectively, the “Business Financial Statements”). The Business Financial Statements (i) have been prepared in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements, (ii) are derived from the unaudited consolidated financial statements of Angel as provided to Seller for the twelve (12) months and nine (9) months and as of the periods ended October 31, 2004 and July 31, 2005, respectively, and (iii) fairly present in all material respects the Purchased Seller Subsidiaries, Purchased Assets and Assumed Liabilities as of the date of such Business Financial Statements and the results of operations of the Business for the period covered by the Business Financial Statements in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements. (b) The Audited Business Financial Statements will present fairly in all material respects the consolidated assets acquired respective financial position and liabilities assumed and related revenues and direct expenses results of operations of the Business, Combined Target Companies as of the dates thereof and for the periods indicatedpresented. The Audited Business Financial Statements will be have been prepared in accordance with GAAP applied on a basis consistent with that of prior fiscal periods, without any changes in accounting principles, except as otherwise indicated in such Financial Statements and the methodology described notes thereto and subject, in the letter sent from Buyer to case of the SEC on October 7unaudited combined financial statements, 2005, consistently applied except where expressly indicatedfor normal recurring year-end adjustments. (cb) The Assumed Liabilities do not include any Liabilities There are no liabilities of a nature required by GAAP to be reflected in a consolidated corporate balance sheet or the notes thereto, except Liabilities that Target Company other than (i) will be liabilities accrued or reserved against in the Audited Business Financial Statements, (ii) were liabilities incurred in the ordinary course of business since July 31January 1, 20052016 consistent with past practice of the same type as liabilities reflected in the Financial Statements, or (iii) have liabilities not hadrequired under GAAP to be included in the Financial Statements, (iv) liabilities permitted to be incurred in connection with the transactions contemplated by this Agreement, (v) liabilities set forth in the Disclosure Schedules and would not reasonably be expected to have(vi) liabilities that are not, individually or in the aggregate, a Seller Material Adverse Effectmaterial to the Business.

Financial Information; Undisclosed Liabilities. (a) Section 4.16 The Company has previously made available to Buyer (i) the audited consolidated balance sheets and statements of income, changes in stockholders’ equity and cash flows of the Disclosure Letter contains a statement setting forth specified purchased net assets Company and its Subsidiaries as of July and for the fiscal year ended December 31, 2005 (the “Statement of Purchased Net Assets”) and a statement of operating revenues and expenses for the twelve-month period ended October 31, 2004 2006 and the nine-month period ended July 31, 2005 (the “Statement of Operating Revenue and Expenses” andtwo previous fiscal years, together with the Statement footnotes thereto and the report of Purchased Net Assetsthe auditors thereon, and (ii) the unaudited consolidated balance sheet and statements of income, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries as of and for the nine month period ended September 30, 2007 (the “Most Recent Balance Sheet Date”) (the items in clauses (i) and (ii), collectively, the “Business Financial StatementsCompany Financials”). The Business Financial Statements Company Financials (iincluding the related notes) are complete and correct in all material respects and present fairly the consolidated financial position of the Person (consolidated with its Subsidiaries, as applicable) to which it relates as of the date thereof, and the results of operations, cash flows, retained earnings and changes in financial position of the Person (consolidated with its Subsidiaries, as applicable) to which it relates for the period or as of the date set forth therein. The Company Financials have been prepared in accordance conformity with GAAP consistently applied during the accounting principles periods involved, except as otherwise noted therein and procedures set forth subject, in the notes to the Business Financial Statements, (ii) are derived from case of the unaudited consolidated interim financial statements statements, to normal year-end adjustments, the absence of Angel as provided to Seller for the twelve (12) months notes and nine (9) months and as of the periods ended October 31, 2004 and July 31, 2005, respectively, and (iii) fairly present in all material respects the Purchased Seller Subsidiaries, Purchased Assets and Assumed Liabilities as of the date of such Business Financial Statements and the results of operations of the Business for the period covered by the Business Financial Statements in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statementsany other adjustments described therein. (b) The Audited Business Financial Statements will present fairly in all material respects the consolidated assets acquired and liabilities assumed and related revenues and direct expenses Section 3.5(b) of the Business, Disclosure Schedule sets out all amounts due to the Company for services rendered by its solutions and management services divisions which are unbilled as of September 30, 2007. Except as set forth in Section 3.5(b) of the dates Disclosure Schedule, each amount included on such schedule (i) is supported by a written contract with a customer of the Company, (ii) represents the amount of revenue earned pursuant to the underlying written contract based upon services rendered through September 30, 2007 and for the periods indicated. The Audited Business Financial Statements will be prepared (iii) have been recognized as unbilled receivables in accordance with the methodology described in the letter sent from Buyer to the SEC on October 7, 2005, consistently applied except where expressly indicatedGAAP. (c) The Assumed Liabilities Except as set forth in Section 3.5(c) of the Disclosure Schedule, the Company and its Subsidiaries do not include have any Liabilities direct or indirect liabilities or obligations (whether absolute, accrued, contingent or otherwise, known or unknown, liquidated or unliquidated and whether due or to become due and regardless of a nature when and by whom asserted) that would be required by GAAP to be reflected in or reserved against on a consolidated corporate balance sheet of the Company and its Subsidiaries or disclosed in the notes thereto, except Liabilities that for liabilities and obligations (i) will be accrued reflected or reserved against in the Audited Business Financial Statementsunaudited consolidated balance sheet of the Company and its Subsidiaries contained in the Company Financials (and then only to the extent so reflected or reserved), (ii) were incurred in the ordinary course of business consistent with past practice since July 31, 2005the Most Recent Balance Sheet Date and not in violation of this Agreement, or (iii) have not had, and would not reasonably be expected which are disclosed on any Schedule to have, individually or in the aggregate, a Seller Material Adverse Effectthis Agreement.

Financial Information; Undisclosed Liabilities. (a) Section 4.16 4.15(a) of the Disclosure Letter contains a statement setting forth specified purchased net assets Purchased Net Assets as of July October 31, 2004 and April 30, 2005 (the “Statement of Purchased Net Assets”) and a statement of operating revenues and expenses for the twelve-month period ended October 31, 2004 and the ninesix-month period ended July 31April 30, 2005 (the “Statement of Operating Revenue and Expenses” and, together with the Statement of Purchased Net Assets, the “Business Financial Statements”). The Business Financial Statements (i) have been prepared in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements, (ii) are derived from the unaudited consolidated financial statements of Angel as provided to Seller and its Subsidiaries for the twelve (12) months and nine six (96) months and as of the periods ended October 31, 2004 and July 31April 30, 2005, respectively, and (iii) fairly present in all material respects the Purchased Seller Subsidiaries, Purchased Assets and Assumed Liabilities as of the date of such Business Financial Statements and the results of operations of the Business for the period covered by the Business Financial Statements in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements. The segment information as to total net revenue and income from operations for the semiconductor product segment included in Seller’s Report on Form 10-Q for the quarterly period ended April 30, 2005 and Report on Form 10-K for the annual period ended October 31, 2004 has been prepared in the manner described in such Report on Form 10-Q or Report on Form 10-K, as the case may be. (b) The Audited Business Financial Statements will present fairly in all material respects the consolidated assets acquired financial condition, cash flows and liabilities assumed and related revenues and direct expenses results of operations of the Business, as of the dates and for the periods indicated. The Audited Business Financial Statements will be prepared in accordance with the methodology described in the letter sent from Buyer to the SEC on October 7, 2005GAAP, consistently applied except where expressly indicated, and comply in all respects to the requirements for the form and substance of financial statements set forth in Regulation S-X of the Securities and Exchange Act. (c) The Assumed Liabilities do not include any Liabilities of a nature required by GAAP to be reflected in a consolidated corporate balance sheet or the notes thereto, except Liabilities that (i) will be accrued or reserved against in the Audited Business Financial Statements, (ii) were incurred in the ordinary course of business since July 31, 2005, or (iii) have not had, and would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect.

Financial Information; Undisclosed Liabilities. (a) Section 4.16 of the Disclosure Letter contains a statement setting forth specified purchased net assets as of July 31, 2005 (the “Statement of Purchased Net Assets”) and a statement of operating revenues and expenses for the twelve-month period ended October 31, 2004 and the nine-month period ended July 31, 2005 (the “Statement of Operating Revenue and Expenses” and, together with the Statement of Purchased Net Assets, the “Business Financial Statements”). The Business Financial Statements (i) have been prepared in accordance with the accounting principles and procedures Schedule 4(g) will set forth in the notes to (A) unaudited trial balances of the Business Financial Statements, (ii) are derived from the unaudited consolidated financial statements of Angel as provided to Seller for the twelve (12) months and nine (9) months and as of the periods ended October May 31, 2004 1998 and July 31, 20051998 (the "Trial Balances"). The Trial Balances have been prepared based upon the accounting practices, respectivelyprocedures and methods regularly and consistently used by the Company for monthly reporting to Seller which are consistent with generally accepted accounting principles. (ii) The Business does not have any liabilities or obligations of any nature (whether accrued, and absolute, contingent, unasserted or otherwise) that are not recorded on the Trial Balances of a nature which would be required by generally accepted accounting principles to be reflected on a balance sheet of the Business except for items that will be set forth in Schedule 4(g). (iii) The financial position of the Business at May 31, 1998 and the results of its operations and its cash flows for the year ended May 31, 1998, that will be reflected in the audited balance sheet of the Business as of May 31, 1998 (the "Balance Sheet") and the audited statements of income and cash flows for the year ended May 31, 1998 (together with the Balance Sheet and including the notes thereto, the "Audited Financial Statements") to be prepared and delivered pursuant to Section 5(j) will not be worse in any material respect than the Business' financial position and the results of its operations and cash flows at such dates and for such periods as are reflected in the Trial Balances, with the exception of (A) incentive compensation paid during the 1998 fiscal year of the Business, (B) provisions made for Federal and state income Taxes and (C) allocations of corporate expenses between the Company and Seller. (iv) The audited Financial Statements will be prepared in conformity with generally accepted accounting 22 17 principles and on that basis will fairly present in all material respects the Purchased Seller Subsidiaries, Purchased Assets financial condition and Assumed Liabilities as of the date of such Business Financial Statements and the results of operations of the Business for the period covered by the Business Financial Statements in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements. (b) The Audited Business Financial Statements will present fairly in all material respects the consolidated assets acquired and liabilities assumed and related revenues and direct expenses of the Business, as of the respective dates thereof and for the respective periods indicated. The Audited Business Financial Statements will be prepared in accordance with the methodology described in the letter sent from Buyer to the SEC on October 7, 2005, consistently applied except where expressly indicated. (cv) The Assumed Liabilities do not include any Liabilities of a nature required by GAAP to be reflected in a consolidated corporate balance sheet or At the notes thereto, except Liabilities that (i) will be accrued or reserved against in the Audited Business Financial Statements, (ii) were incurred in the ordinary course close of business since on May 31, 1998 and July 31, 20051998, or (iii) have not hadthe estimated Net Working Capital of the Company was approximately $198,000,000 and $201,000,000, and would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effectrespectively.

Financial Information; Undisclosed Liabilities. ‌ (a) Section 4.16 The consolidated financial statements of the Disclosure Letter contains a statement setting forth specified purchased net assets Company included or incorporated by reference in the Company SEC Reports, as of July 31the date filed with the SEC (and, 2005 (in the “Statement case of Purchased Net Assets”) registration statements and a statement proxy statements, on the dates of operating revenues and expenses for the twelve-month period ended October 31, 2004 effectiveness and the nine-month period ended July 31dates of mailing, 2005 (the “Statement of Operating Revenue and Expenses” respectively, and, together in the case of any Company SEC Reports amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing), complied with published rules and regulations of the Statement of Purchased Net AssetsSEC with respect thereto, the “Business Financial Statements”). The Business Financial Statements (i) have been were prepared in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements, (ii) are derived from the unaudited consolidated financial statements of Angel as provided to Seller for the twelve (12) months and nine (9) months and as of GAAP applied on a consistent basis during the periods ended October 31, 2004 and July 31, 2005, respectivelyindicated (except as may otherwise be indicated in a note thereto), and (iii) fairly present presented, in all material respects (subject, in the Purchased Seller Subsidiariescase of the unaudited statements, Purchased Assets to normal, recurring audit adjustments not material in amount), the consolidated financial position of the Company and Assumed Liabilities its consolidated Subsidiaries as of the date of such Business Financial Statements financial statements and the consolidated results of their operations and cash flows for each of the Business for periods then ended. The books and records of the period covered by the Business Financial Statements Company and its Subsidiaries have been, and are being, maintained in accordance with the accounting principles and procedures set forth in the notes to the Business Financial StatementsGAAP. (b) The Audited Business Financial Statements will present fairly Except as reflected in all material respects the consolidated assets acquired and liabilities assumed and related revenues and direct expenses balance sheet of the BusinessCompany and its Subsidiaries at December 31, 2006, which balance sheet was filed with the SEC by the Company in its Annual Report on Form 10-K on March 12, 2007 (the "2007 10-K"), the Company and its Subsidiaries do not have, and as a result of the dates transactions contemplated by this Agreement, will not have, any liabilities or obligations (whether absolute, accrued, contingent or otherwise, and for the periods indicated. The Audited Business Financial Statements will be prepared in accordance with the methodology described in the letter sent from Buyer whether due or to the SEC on October 7, 2005, consistently applied except where expressly indicated. (c) The Assumed Liabilities do not include any Liabilities of a nature required by GAAP to be reflected in a consolidated corporate balance sheet or the notes theretobecome due), except Liabilities that (i) will be accrued or reserved against in the Audited Business Financial Statements, (ii) were for liabilities and obligations incurred in the ordinary course of business consistent with past practice since July December 31, 20052006, or (iii) have not had, and would not reasonably be expected to havewhich, individually or in the aggregate, would not reasonably be expected to have a Seller Company Material Adverse Effect. (c) Except as reflected in the consolidated balance sheet of the Company and its Subsidiaries at December 31, 2006, neither the Company nor any of its Subsidiaries has any (i) obligation for borrowed money or for the deferred purchase price of property or services, including capital leases (other than trade payables on ordinary trade terms incurred in the ordinary course of business), (ii) obligation in respect of letters of credit or payment or performance bonds or other credit support of any obligations, (iii) interest rate or currency protection agreements or (iv) guarantees issued by it in respect of the foregoing obligations or otherwise for the obligations of any Person. (d) Section 3.6(d) of the Disclosure Schedule sets forth the prepayment penalties or redemption fees associated with the Company's or its Subsidiaries outstanding debt. (e) The Company has accounted for its stock options in accordance with GAAP and does not have any program or practice in place to (i) time stock option grants to employees or directors with the release of material non-public information in a manner intended to improperly favor employees or directors or (ii) set the exercise prices in coordination with such release in a manner intended to improperly favor employees or directors.

Financial Information; Undisclosed Liabilities. (a) Section 4.16 Schedule 3.06(a) sets forth (i) the audited combined balance sheet of the Disclosure Letter contains a statement setting forth specified purchased net assets Business as of July 31at September 26, 2005 2008 (the “Statement of Purchased Net AssetsBalance Sheet Date”) and a statement of operating revenues and expenses for the twelve-month period ended October 31, 2004 and the nine-month period ended July 31, 2005 (the “Statement of Operating Revenue and Expenses” and, together with the Statement of Purchased Net Assets, the “Business Financial Statements”). The Business Financial Statements (i) have been prepared in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements, (ii) are derived from the unaudited consolidated financial related combined statements of Angel as provided to Seller for the twelve (12) months income and nine (9) months and as of the periods ended October 31, 2004 and July 31, 2005, respectively, and (iii) fairly present in all material respects the Purchased Seller Subsidiaries, Purchased Assets and Assumed Liabilities as of the date of such Business Financial Statements and the results of operations cash flows of the Business for the period covered by fiscal year then ended, together with the notes thereto and other financial information included therewith (the “Audited Financial Statements”) and (ii) the unaudited combined balance sheet of the Business as of December 26, 2008 and the related combined statement of income of the Business for the fiscal quarter then ended (the “Interim Financial Statements in accordance Statements”, and together with the accounting principles and procedures set forth in the notes to the Business Audited Financial Statements, the “Financial Statements”). (b) The Audited Business Except as described in Schedule 3.06(b), the Financial Statements will present were prepared in accordance with GAAP, consistently applied. The combined balance sheets of the Business set forth in the Financial Statements fairly present, in all material respects respects, the consolidated assets acquired and liabilities assumed and related revenues and direct expenses financial position of the Business, Business as of the dates thereof, and the related statements of income and cash flows set forth in the Financial Statements fairly present, in all material respects, the results of operations and cash flows of the Business for the time periods indicatedindicated except, in relation to the Interim Financial Statements, the absence of footnotes and normal year end adjustments. The Audited Business Financial Statements will be prepared As of September 26, 2008, an audit of Seller Parent and its subsidiaries’ internal control over financial reporting was performed, based upon the criteria established in accordance with Internal Control – Integrated Framework issued by the methodology described Committee of Sponsoring Organizations of the Xxxxxxxx Commission. This audit did not identify any material weaknesses or significant deficiencies in the letter sent from Buyer internal controls over financial reporting that were directly related to the SEC on October 7, 2005, consistently applied except where expressly indicatedBusiness. (c) The Assumed Business does not have Liabilities do not include any Liabilities of a nature that are required by GAAP to be reflected in set forth on a consolidated corporate balance sheet or prepared in accordance with GAAP (or, in respect of the Audited Financial Statements, in the notes thereto), except (1) Liabilities that (i) will be accrued or reserved against reflected on the balance sheets contained in the Audited Business Financial Statements or disclosed in the notes thereto included in the Financial Statements, (ii2) were Liabilities incurred in the ordinary course of business the Business since July 31the date of the Interim Financial Statements, 2005(3) Liabilities incurred in connection with the transactions contemplated hereby, (4) Excluded Liabilities and (5) Liabilities for future performance under any Contract relating to the Business or (iiiany Real Property Lease or outstanding purchase order for goods or services. For the avoidance of doubt, this Section 3.06(c) have is not had, and would limited to matters not reasonably be expected to have, individually or specifically addressed elsewhere in the aggregate, a Seller Material Adverse EffectArticle 3.

Financial Information; Undisclosed Liabilities. (a) Section 4.16 The audited combined balance sheets of the Business as at September 28, 2007, September 29, 2006 and September 30, 2005, the related combined statements of income and cash flows for the fiscal years then ended and the unaudited combined balance sheet of the Business as at March 28, 2008 and the related statement of income (subject to normal year-end adjustments and the omission of footnotes to the financial statements) for the period then ended (September 28, 2007 being referred to herein as the “Balance Sheet Date”) (the combined balance sheet of the Business at the Balance Sheet Date is hereinafter referred to as the “Balance Sheet”), are included as Schedule 3.6(a)(i) of the Seller Disclosure Letter contains a statement setting forth specified purchased net assets as of July 31, 2005 (the “Statement of Purchased Net Assets”) and a statement of operating revenues and expenses for the twelve-month period ended October 31, 2004 and the nine-month period ended July 31, 2005 (the “Statement of Operating Revenue and Expenses” and, together with the Statement of Purchased Net Assets, the “Business Financial Statements”). The Business Financial Statements (i) have been were prepared in accordance with the accounting principles GAAP consistently applied, except as described in Schedule 3.6(a)(ii) and procedures set forth in the notes to the Business Financial Statements, (iiSchedule 3.6(a)(iii) are derived from the unaudited consolidated financial statements of Angel as provided to Seller for the twelve (12) months and nine (9) months and as of the periods ended October 31Seller Disclosure Letter. (b) Except as described in Schedule 3.6(a)(ii) and Schedule 3.6(a)(iii) of the Seller Disclosure Letter, 2004 and July 31, 2005, respectively, and (iii) fairly present in all material respects the Purchased Seller Subsidiaries, Purchased Assets and Assumed Liabilities as of the date of such financial statements, the combined balance sheets of the Business Financial Statements referred to in Section 3.6(a) fairly presented, in all material respects, the financial position of the Business at September 28, 2007, September 29, 2006, September 30, 2005 and March 28, 2008, respectively, and the related statements of income and cash flows referred to in Section 3.6(a) fairly presented, in all material respects, the results of operations and cash flows of the Business for the period covered by the Business Financial Statements in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements. (b) The Audited Business Financial Statements will present fairly in all material respects the consolidated assets acquired and liabilities assumed and related revenues and direct expenses of the Business, as of the dates and for the periods indicated. The Audited Business Financial Statements will be prepared in accordance with the methodology described in the letter sent from Buyer to the SEC on October 7, 2005, consistently applied except where expressly indicatedthen ended. (c) The Assumed Liabilities do Business does not include have any Liabilities of a nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected in set forth on a consolidated corporate balance sheet prepared in accordance with GAAP (or in the notes thereto), except Liabilities that (i) will be accrued Liabilities reflected on the Balance Sheet or reserved against disclosed in the Audited Business Financial Statementsnotes thereto included in the financial statements referred to in Section 3.6(a), (ii) were Retained Liabilities, (iii) Liabilities incurred in the ordinary course of business the Business and consistent with past practice since July 31the Balance Sheet Date or which would be included in Closing Date Working Capital, 2005(iv) Liabilities incurred in connection with the transactions contemplated hereby, (v) Liabilities arising from performance obligations under any Contract or outstanding purchase order, or (iiivi) have not had, and Liabilities which would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect. For the avoidance of doubt, this Section 3.6(c) does not address any matters specifically addressed elsewhere in Article III, including those matters addressed in Sections 3.10 and 3.16.

Financial Information; Undisclosed Liabilities. (a) Section 4.16 3.9a) of the Seller Disclosure Letter Schedules contains a statement setting forth specified purchased net assets complete unaudited consolidated balance sheet of the Acquired Companies as of July at December 31, 2005 (2019 and March 31, 2020, and the “Statement unaudited statements of Purchased Net Assets”) and a statement of operating revenues and expenses income for the twelvefiscal year ended December 31, 2019 and the three-month period ended October March 31, 2004 and the nine-month period ended July 31, 2005 2020 (the “Statement of Operating Revenue and Expenses” and, together with the Statement of Purchased Net Assets, the “Business Financial Statements”). The Business Financial Statements (i) have been derived from the books and records of the Acquired Companies and prepared in accordance with GAAP consistently applied in accordance with the accounting policies and principles of Seller and procedures set forth the Acquired Companies consistently applied throughout the periods presented, subject to the absence of notes and in the notes case of the Financial Statements as of and for the three-month period ended March 31, 2020, to normal and recurring year-end adjustments. The Financial Statements fairly present, in all material respects, the financial position of the Acquired Companies, as at December 31, 2019 and March 31, 2020, and the results of the operations of the Acquired Companies for the periods then ended. (b) The following statutory statements have been made available to Buyer prior to the date hereof, in each case together with any exhibits, schedules and notes thereto (collectively, the “Statutory Statements”): the audited statutory annual statements of each Insurance Subsidiary for the year ended December 31, 2018 and 2019, in each case as required to be filed with the insurance regulatory authority of the jurisdiction of domicile of such Insurance Subsidiary, and the statutory statements of each Insurance Subsidiary for the three-month period ended March 31, 2020. The Statutory Statements have been derived from the books and records of the applicable Insurance Subsidiary and prepared in accordance with SAP consistently applied in accordance with the accounting policies and principles of the applicable Insurance Subsidiary consistently applied throughout the periods presented, subject in the case of the Statutory Statements as of and for the three-month period ended March 31, 2020, to normal and recurring year-end adjustments. The Statutory Statements fairly present, in all material respects, the statutory financial position of such Insurance Subsidiary, as of their respective dates, and the statutory results of the operations of such Insurance Subsidiary for the periods then ended. (c) There are no Liabilities of the Business for which an Acquired Company is or would be liable, other than (i) Liabilities reflected in the Financial Statements, (ii) are derived from the unaudited consolidated financial statements of Angel as provided to Seller for the twelve (12) months and nine (9) months and as of the periods ended October Liabilities incurred since December 31, 2004 and July 312019, 2005, respectively, and (iii) fairly present in all material respects the Purchased Seller Subsidiaries, Purchased Assets and Assumed Liabilities as of the date of such Business Financial Statements and the results of operations of the Business for the period covered by the Business Financial Statements in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements. (b) The Audited Business Financial Statements will present fairly in all material respects the consolidated assets acquired and liabilities assumed and related revenues and direct expenses of the Business, as of the dates and for the periods indicated. The Audited Business Financial Statements will be prepared in accordance with the methodology described in the letter sent from Buyer to the SEC on October 7, 2005, consistently applied except where expressly indicated. (c) The Assumed Liabilities do not include any Liabilities of a nature required by GAAP to be reflected in a consolidated corporate balance sheet or the notes thereto, except Liabilities that (i) will be accrued or reserved against in the Audited Business Financial Statements, (ii) were incurred in the ordinary course of business since July 31or incurred after the date hereof as expressly permitted or contemplated by this Agreement (including Section 6.2 of this Agreement), 2005, or and (iii) have not had, and would not reasonably be expected to havethat are not, individually or in the aggregate, a Seller Material Adverse Effectmaterial to the Business.

Financial Information; Undisclosed Liabilities. (a) Section 4.16 Schedule 3.06(a) sets forth (i) the audited combined balance sheet of the Disclosure Letter contains a statement setting forth specified purchased net assets Business as of July 31at September 26, 2005 2008 (the “Statement of Purchased Net AssetsBalance Sheet Date”) and a statement of operating revenues and expenses for the twelve-month period ended October 31, 2004 and the nine-month period ended July 31, 2005 (the “Statement of Operating Revenue and Expenses” and, together with the Statement of Purchased Net Assets, the “Business Financial Statements”). The Business Financial Statements (i) have been prepared in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements, (ii) are derived from the unaudited consolidated financial related combined statements of Angel as provided to Seller for the twelve (12) months income and nine (9) months and as of the periods ended October 31, 2004 and July 31, 2005, respectively, and (iii) fairly present in all material respects the Purchased Seller Subsidiaries, Purchased Assets and Assumed Liabilities as of the date of such Business Financial Statements and the results of operations cash flows of the Business for the period covered by fiscal year then ended, together with the notes thereto and other financial information included therewith (the “Audited Financial Statements”) and (ii) the unaudited combined balance sheet of the Business as of December 26, 2008 and the related combined statement of income of the Business for the fiscal quarter then ended (the “Interim Financial Statements in accordance Statements”, and together with the accounting principles and procedures set forth in the notes to the Business Audited Financial Statements, the “Financial Statements”). (b) The Audited Business Except as described in Schedule 3.06(b), the Financial Statements will present were prepared in accordance with GAAP, consistently applied. The combined balance sheets of the Business set forth in the Financial Statements fairly present, in all material respects respects, the consolidated assets acquired and liabilities assumed and related revenues and direct expenses financial position of the Business, Business as of the dates thereof, and the related statements of income and cash flows set forth in the Financial Statements fairly present, in all material respects, the results of operations and cash flows of the Business for the time periods indicatedindicated except, in relation to the Interim Financial Statements, the absence of footnotes and normal year end adjustments. The Audited Business Financial Statements will be prepared As of September 26, 2008, an audit of Seller Parent and its subsidiaries’ internal control over financial reporting was performed, based upon the criteria established in accordance with Internal Control — Integrated Framework issued by the methodology described Committee of Sponsoring Organizations of the Xxxxxxxx Commission. This audit did not identify any material weaknesses or significant deficiencies in the letter sent from Buyer internal controls over financial reporting that were directly related to the SEC on October 7, 2005, consistently applied except where expressly indicatedBusiness. (c) The Assumed Business does not have Liabilities do not include any Liabilities of a nature that are required by GAAP to be reflected in set forth on a consolidated corporate balance sheet or prepared in accordance with GAAP (or, in respect of the Audited Financial Statements, in the notes thereto), except (1) Liabilities that (i) will be accrued or reserved against reflected on the balance sheets contained in the Audited Business Financial Statements or disclosed in the notes thereto included in the Financial Statements, (ii2) were Liabilities incurred in the ordinary course of business the Business since July 31the date of the Interim Financial Statements, 2005(3) Liabilities incurred in connection with the transactions contemplated hereby, (4) Excluded Liabilities and (5) Liabilities for future performance under any Contract relating to the Business or (iiiany Real Property Lease or outstanding purchase order for goods or services. For the avoidance of doubt, this Section 3.06(c) have is not had, and would limited to matters not reasonably be expected to have, individually or specifically addressed elsewhere in the aggregate, a Seller Material Adverse EffectArticle 3.

Financial Information; Undisclosed Liabilities. (a) Section 4.16 Schedule 5.5 sets forth the following financial statements of the Disclosure Letter contains a statement setting forth specified purchased net assets Business: (i) the audited balance sheets of the Business as of July 31September 30, 2005 (2017 and 2016 and the “Statement related audited income statements and cash flows statements of Purchased Net Assets”) and a statement of operating revenues and expenses the Business for the twelve-month period periods ended October 31September 30, 2004 2017 and 2016 (collectively, the “Carveout Financial Statements”); and (ii) the unaudited balance sheet of the Business as of June 30, 2018 (the “Unaudited Balance Sheet”) and the related unaudited income statement and cash flows statements of the Business for the nine-month period ended July 31June 30, 2005 2018 (the “Statement of Operating Revenue Unaudited Financial Statements” and Expenses” and, together with the Statement of Purchased Net AssetsCarveout Financial Statements, the “Business Financial Statements”). The Business Financial Statements (i) have been prepared in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statementspresent fairly, (ii) are derived from the unaudited consolidated financial statements of Angel as provided to Seller for the twelve (12) months and nine (9) months and as of the periods ended October 31, 2004 and July 31, 2005, respectively, and (iii) fairly present in all material respects respects, the Purchased Seller Subsidiaries, Purchased Assets financial position and Assumed Liabilities as of the date of such Business Financial Statements and the results of operations of the Business for as of the period covered by dates of, and the Business periods referred to in, such Financial Statements in accordance conformity with GAAP applied on a consistent basis with respect to such periods, subject, in the case of the Unaudited Financial Statements to normal year-end adjustments that are neither individually, nor in the aggregate, material in amount and the absence of footnote disclosures. From June 30, 2018 to the date of this Agreement, there has not been any material change in the accounting principles and procedures set forth in methods used by any Seller Affiliate with respect to the notes Business. The Seller Affiliates maintain systems of internal accounting controls with respect to the Business Financial Statementsdesigned to provide reasonable assurances that: (i) transactions are executed in accordance with management’s specific or general authorization, (ii) transactions are recorded as necessary to permit the preparation of financial statements in accordance with GAAP. (b) The Audited Business Financial Statements will present fairly in all material respects the consolidated assets acquired and liabilities assumed and related revenues and direct expenses There is no Liability of the Business, as of Business required to be set forth on the dates and for the periods indicated. The Audited Business Financial Statements will be prepared Unaudited Balance Sheet in accordance with the methodology described in the letter sent from Buyer to the SEC on October 7, 2005, consistently applied except where expressly indicated. (c) The Assumed Liabilities do not include any Liabilities of a nature required by GAAP to be reflected in a consolidated corporate balance sheet or the notes theretoGAAP, except Liabilities that (i) will be accrued as disclosed, set forth or reserved against in on the Audited Business Financial Statementsface of the Unaudited Balance Sheet, (ii) were for Liabilities incurred in the ordinary course of business since July 31the date of the Unaudited Balance Sheet, 2005, or (iii) have not hadfor Taxes, (iv) for Liabilities that will be included in Closing Net Working Capital, Closing Indebtedness, or Closing Net Funded Level, (v) for Excluded Liabilities, and would not reasonably be expected (vi) for Liabilities incurred in entering into this Agreement and/or performing obligations pursuant to have, individually or in the aggregate, a Seller Material Adverse Effectterms hereof.

Financial Information; Undisclosed Liabilities. (a) Section 4.16 The Seller has provided the Purchaser copies of (i) the audited combined financial statements of the Disclosure Letter contains Combined Target Companies consisting of a statement setting forth specified purchased net assets as of July 31operations and comprehensive income (loss), 2005 (the “Statement a statement of Purchased Net Assets”) changes in equity and a statement of operating revenues and expenses cash flows, each for the twelve-month period years ended October December 31, 2004 2015 and the nine-month period ended July 2014, and a balance sheet as of December 31, 2005 (the “Statement of Operating Revenue 2015 and Expenses” and2014, together with the Statement notes thereto, as reported on by Ernst & Young LLP, Chartered Accountants; and (ii) the unaudited combined financial statements of Purchased Net Assetsthe Combined Target Companies as of March 31, 2016 and December 31, 2015 and for the three months ended March 31, 2016 and 2015 consisting of a statement of operations and comprehensive income (loss), a statement of changes in equity, a statement of cash flows, and a balance sheet, together with the notes thereto (collectively, the “Business Financial Statements”). The Business Financial Statements (i) have been prepared in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements, (ii) are derived from the unaudited consolidated financial statements of Angel as provided to Seller for the twelve (12) months and nine (9) months and as of the periods ended October 31, 2004 and July 31, 2005, respectively, and (iii) fairly present in all material respects the Purchased Seller Subsidiaries, Purchased Assets and Assumed Liabilities as of the date of such Business Financial Statements and the results of operations of the Business for the period covered by the Business Financial Statements in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements. (b) The Audited Business Financial Statements will present fairly in all material respects the consolidated assets acquired respective financial position and liabilities assumed and related revenues and direct expenses results of operations of the Business, Combined Target Companies as of the dates thereof and for the periods indicatedpresented. The Audited Business Financial Statements will be have been prepared in accordance with GAAP applied on a basis consistent with that of prior fiscal periods, without any changes in accounting principles, except as otherwise indicated in such Financial Statements and the methodology described notes thereto and subject, in the letter sent from Buyer to case of the SEC on October 7unaudited combined financial statements, 2005, consistently applied except where expressly indicatedfor normal recurring year-end adjustments. (cb) The Assumed Liabilities do not include any Liabilities There are no liabilities of a nature required by GAAP to be reflected in a consolidated corporate balance sheet or the notes thereto, except Liabilities that Target Companies other than (i) will be liabilities accrued or reserved against in the Audited Business Financial Statements, (ii) were liabilities incurred in the ordinary course of business since July 31January 1, 20052016 consistent with past practice of the same type as liabilities reflected in the Financial Statements, or (iii) have liabilities not hadrequired under GAAP to be included in the Financial Statements, (iv) liabilities permitted to be incurred in connection with the transactions contemplated by this Agreement, (v) liabilities set forth in the Disclosure Schedules, and would not reasonably be expected to have(vi) liabilities that are not, individually or in the aggregate, a Seller Material Adverse Effectmaterial to the Business.

Financial Information; Undisclosed Liabilities. (a) Section 4.16 Prior to the date hereof, the Company has provided the Purchaser with access to (i) (A) the audited consolidated financial statements of the Disclosure Letter contains a statement setting forth specified purchased net assets Company Group as of July and for the twelve months ended January 31, 2005 2020 and January 31, 2021 (the “Statement Annual Financial Statements”), (ii) the unaudited consolidated financial statements of Purchased Net Assets”) the Company and a statement the Company Subsidiaries as of operating revenues and expenses for the twelve-month period twelve months ended October January 31, 2004 2022, and as of and for the nine-month period 6 months ended July 31, 2005 2022 (the “Statement of Operating Revenue and ExpensesInterim Financial Statements” and, together with the Statement of Purchased Net AssetsAnnual Financial Statements, the “Business Financial Statements”). , (iii) a management prepared statement of invoiced amounts by customer for the Company Group for the twelve months ended July 31, 2020, 2021 and 2022 and for the 6 months ended July 31, 2022 (the “Statement of Invoiced Amounts”), (iv) a management-prepared statement of aging of notes, accounts and other receivables for the Company Group as of July 31, 2022 (the “Statement of Receivables”) and (v) a consolidated statement of accounts payable and other payables for the Company Group as of January 31, 2022 and as of July 31, 2022 (the “Statement of Payables”). (b) The Business Annual Financial Statements (iA) have been prepared in accordance with GAAP and (B) fairly present, in all material respects, the consolidated financial position of the Company Group as of the respective dates indicated therein and the consolidated results of operations and cash flows of the Company Group for the respective periods indicated therein. The Interim Financial Statements (C) have been prepared in accordance with the Company’s customary practices from its accounting principles records using the accounting policies, estimation techniques, measurement bases, practices and procedures set forth historically used by the Company in preparing its interim financial statements and (D) taking into account the notes to manner in which they were prepared, fairly present, in all material respects, the Business Financial Statements, (ii) are derived from the unaudited consolidated financial statements position of Angel as provided to Seller for the twelve (12) months and nine (9) months and Company Group as of the periods ended October 31, 2004 and July 31, 2005, respectively, and (iii) fairly present in all material respects the Purchased Seller Subsidiaries, Purchased Assets and Assumed Liabilities as of the date of such Business Financial Statements Most Recent Balance Sheet Date and the consolidated results of operations and cash flows of the Business Company Group for the period covered by 6 months ended on the Business Financial Statements in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements. (b) The Audited Business Financial Statements will present fairly in all material respects the consolidated assets acquired and liabilities assumed and related revenues and direct expenses of the Business, as of the dates and for the periods indicated. The Audited Business Financial Statements will be prepared in accordance with the methodology described in the letter sent from Buyer to the SEC on October 7, 2005, consistently applied except where expressly indicatedMost Recent Balance Sheet Date. (c) The Assumed Liabilities do Statement of Receivables and the Statement of Payables are derived from the Annual Financial Statements or Interim Financial Statements, as applicable, and have been prepared in a manner consistent therewith. (d) The Statement of Invoiced Amounts fairly presents, in all material respects, the Company Group’s invoiced amounts for each customer for the respective periods indicated therein. (e) The Statement of Receivables (A) fairly presents, in all material respects, the accounts receivable, notes receivable and other receivables of the Company Group as of July 31, 2022 (the “Most Recent Balance Sheet Date”) and (B) as of the Most Recent Balance Sheet Date, accurately reflects the aggregate amount of all such receivables outstanding (a) 30 days or less, (b) more than 30 days but not include more than 60 days, (c) more than 60 days but not more than 90 days, and (d) more than 90 days. All of the receivables reflected in the Statement of Receivables have arisen in the Ordinary Course of Business and represent bona fide transactions with third parties. To the Knowledge of the Company, the receivables reflected in the Statement of Receivables are not subject to any Liabilities contests, claims, counterclaims or offsets (except for those for which adequate reserves have been established by the Company in the Company Group’s consolidated balance sheet as of a nature the Most Recent Balance Sheet Date) relating to the amount or validity thereof and have been billed in accordance with normal trade practices. (f) The Statement of Payables fairly presents, in all material respects, the accounts payable, notes payable and accrued liabilities of the Company Group as of the respective dates indicated therein. The Company Group has no liabilities or obligations, whether or not accrued, contingent or otherwise, required by GAAP to be reflected in a on the consolidated corporate balance sheet of the Company Group or the notes thereto, except Liabilities that for: (ia) will be accrued or reserved against in liabilities and obligations reflected on the Audited Business January 31, 2022 balance sheet included within the Annual Financial Statements, Statements (iiincluding any related notes); (b) were liabilities and obligations incurred in the ordinary course Ordinary Course of business Business since July January 31, 2005, or (iii) 2022 that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect; and (c) liabilities and obligations incurred in connection with the Merger and the other transactions contemplated herein. (g) None of the Company Entities has entered into any financing, “off balance sheet” arrangement or other similar transaction which is not set forth or reflected in the Financial Statements. The Company Entities have not granted, or agreed to grant, any Encumbrances over any of their assets other than Permitted Encumbrances and the Encumbrances set forth in Section 3.11(g) of the Company Disclosure Schedule. (h) All books and financial records of the Company Group have been maintained in all material respects in accordance with all applicable Laws. (i) None of the methods of accounting of the Company Group has changed in any material respect in the past four years, other than as required by ACS 606 of the Financial Accounting Standards Board. (j) Section 3.11(j) of the Company Disclosure Schedule identifies (a) each agreement requiring payments to be made upon consummation of a change in control of the Company (such payments, the “Change in Control Payments”) and (b) for each such agreement, the amount payable by the Companies upon consummation of such change in control (the aggregate amount payable under such agreements, including the employer portion of payroll taxes and/or social security contributions thereon, the “Change in Control Payment Amount”). (k) The Company Entities have received a total of $746,700 pursuant to the U.S. Paycheck Protection Program (the “PPP”). All amounts expended from such funds (the “PPP Funds”) have been expended in a manner that complies with the PPP. All certifications and representations made by the Company Entities in all application(s) and any other documents for the PPP Funds were made in good faith and were true and correct in all material respects when made. The Company Entities qualified in all respects to obtain the PPP Funds under the PPP and the Company Entities have complied in all material respects with all agreements and all applicable Laws with respect to the PPP. The PPP Funds have been forgiven in full by the SBA and the Company has no Debt or other liabilities in respect thereof or with respect to any other grants, loans, accelerated payments and other funding received by the Company under the CARES Act or other legislation passed to provide financial relief to businesses, employers and other Persons adversely impacted by COVID-19. No Company Entity has deferred any employment or payroll Taxes (whether the employer’s or employee’s share) under the CARES Act, Internal Revenue Service Notice 2020-65 or any Memorandum of the President of the United States. (l) Section 3.11(l) of the Company Disclosure Schedule sets forth, for each Warrant, (i) the notice requirements applicable to the Merger, (ii) the rights that the holder of such Warrant has by virtue of the consummation of the Merger, (iii) the amount of the Aggregate Closing Merger Consideration that the holder of such Warrant will be entitled to receive as a result of the exercise, surrender or exchange of such Warrant in connection with the consummation of the Merger and (iv) the percentage of the Aggregate Post-Closing Merger Consideration that the holder of such Warrant will be entitled to receive as a result of the exercise, surrender or exchange of such Warrant in connection with the consummation of the Merger. As of the Effective Time, the Warrants will no longer entitle the holders thereof to acquire any shares of Company Capital Stock or to receive any portion of the Aggregate Merger Consideration other than as set forth in the Distribution Waterfall.

Financial Information; Undisclosed Liabilities. (a) Section 4.16 The consolidated financial statements of the Disclosure Letter contains a statement setting forth specified purchased net assets Company included or incorporated by reference in the Company SEC Reports, as of July 31the date filed with the SEC (and, 2005 (in the “Statement case of Purchased Net Assets”) registration statements and a statement proxy statements, on the dates of operating revenues and expenses for the twelve-month period ended October 31, 2004 effectiveness and the nine-month period ended July 31dates of mailing, 2005 (the “Statement of Operating Revenue and Expenses” respectively, and, together in the case of any Company SEC Reports amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing), complied with published rules and regulations of the Statement of Purchased Net AssetsSEC with respect thereto, the “Business Financial Statements”). The Business Financial Statements (i) have been were prepared in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements, (ii) are derived from the unaudited consolidated financial statements of Angel as provided to Seller for the twelve (12) months and nine (9) months and as of GAAP applied on a consistent basis during the periods ended October 31, 2004 and July 31, 2005, respectivelyindicated (except as may otherwise be indicated in a note thereto), and (iii) fairly present presented, in all material respects (subject, in the Purchased Seller Subsidiariescase of the unaudited statements, Purchased Assets to normal, recurring audit adjustments not material in amount), the consolidated financial position of the Company and Assumed Liabilities its consolidated Subsidiaries as of the date of such Business Financial Statements financial statements and the consolidated results of their operations and cash flows for each of the Business for periods then ended. The books and records of the period covered by the Business Financial Statements Company and its Subsidiaries have been, and are being, maintained in accordance with the accounting principles and procedures set forth in the notes to the Business Financial StatementsGAAP. (b) The Audited Business Financial Statements will present fairly Except as reflected in all material respects the consolidated assets acquired and liabilities assumed and related revenues and direct expenses balance sheet of the BusinessCompany and its Subsidiaries at December 31, 2006, which balance sheet was filed with the SEC by the Company in its Annual Report on Form 10-K on March 12, 2007 (the “2007 10-K”), the Company and its Subsidiaries do not have, and as a result of the dates transactions contemplated by this Agreement, will not have, any liabilities or obligations (whether absolute, accrued, contingent or otherwise, and for the periods indicated. The Audited Business Financial Statements will be prepared in accordance with the methodology described in the letter sent from Buyer whether due or to the SEC on October 7, 2005, consistently applied except where expressly indicated. (c) The Assumed Liabilities do not include any Liabilities of a nature required by GAAP to be reflected in a consolidated corporate balance sheet or the notes theretobecome due), except Liabilities that (i) will be accrued or reserved against in the Audited Business Financial Statements, (ii) were for liabilities and obligations incurred in the ordinary course of business consistent with past practice since July December 31, 20052006, or (iii) have not had, and would not reasonably be expected to havewhich, individually or in the aggregate, would not reasonably be expected to have a Seller Company Material Adverse Effect. (c) Except as reflected in the consolidated balance sheet of the Company and its Subsidiaries at December 31, 2006, neither the Company nor any of its Subsidiaries has any (i) obligation for borrowed money or for the deferred purchase price of property or services, including capital leases (other than trade payables on ordinary trade terms incurred in the ordinary course of business), (ii) obligation in respect of letters of credit or payment or performance bonds or other credit support of any obligations, (iii) interest rate or currency protection agreements or (iv) guarantees issued by it in respect of the foregoing obligations or otherwise for the obligations of any Person. (d) Section 3.6(d) of the Disclosure Schedule sets forth the prepayment penalties or redemption fees associated with the Company’s or its Subsidiaries outstanding debt. (e) The Company has accounted for its stock options in accordance with GAAP and does not have any program or practice in place to (i) time stock option grants to employees or directors with the release of material non-public information in a manner intended to improperly favor employees or directors or (ii) set the exercise prices in coordination with such release in a manner intended to improperly favor employees or directors.

Financial Information; Undisclosed Liabilities. (a) Section 4.16 of the Disclosure Letter contains a statement setting forth specified purchased net assets as of July October 31, 2005 (the “Statement of Purchased Net Assets”) and a statement of operating revenues and expenses for the twelve-month period ended October 31, 2004 and the nine-month period ended July 31, 2005 (the “Statement of Operating Revenue and Expenses” and, together with the Statement of Purchased Net Assets, the “Business Financial Statements”). Neither of the Business Financial Statements has been audited. The Business Financial Statements (i) have been prepared in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements, (ii) are derived from the unaudited consolidated financial statements of Angel as provided to Seller for the twelve (12) months and nine (9) months and as of the periods ended October 31, 2004 and July 31, 2005, respectivelyAudited Semiconductor Business Financial Statements, and (iii) fairly present in all material respects the Purchased Seller Subsidiaries, Purchased Assets and Assumed Liabilities as of the date of such Business Financial Statements and the results of operations of the Business for the period covered by the Business Financial Statements in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements. (b) The Audited Business Financial Statements will present fairly in all material respects the consolidated assets acquired and liabilities assumed and related revenues and direct expenses of the Business, as of the dates and for the periods indicated. The Audited Business Financial Statements will be prepared in accordance with the methodology described in the letter sent from Buyer to the SEC on October 7, 2005, consistently applied except where expressly indicated. (c) The Assumed Liabilities do not include any Liabilities of a nature required by GAAP to be reflected in a consolidated corporate balance sheet or the notes thereto, except Liabilities that (i) will be accrued or reserved against are reflected in the Audited Business Financial StatementsStatement of Purchased Net Assets or the Statement of Operating Revenues and Expenses, (ii) were incurred in the ordinary course of business since July October 31, 2005, or (iii) have not had, and would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect.

Financial Information; Undisclosed Liabilities. (a) Section 4.16 Schedule 5.5 sets forth the following financial statements of the Disclosure Letter contains a statement setting forth specified purchased net assets Business: (i) the audited combined balance sheets of the Business as of July 31September 30, 2005 2013 (the “Statement of Purchased Net Assets2013 Balance Sheet”) and a statement 2012 and audited combined statements of operating revenues operations and expenses comprehensive income, invested equity and cash flows of the Business for the twelve-month period periods ended October 31September 30, 2004 2013, 2012 and the nine-month period ended July 31, 2005 2011 (the “Statement of Operating Revenue and Expenses” and, together with the Statement of Purchased Net Assetscollectively, the “Business Financial Statements”). The Business Financial Statements (i) have been prepared based on the books and records of the Business and the Seller (except as may be indicated in the notes thereto), (ii) have been prepared in accordance with GAAP consistently applied, (iii) present fairly, in all material respects, the combined financial position, the results of operations and cash flows of the Business (except for Taxes and the presentation of Excluded Assets and Excluded Liabilities) as of the respective dates thereof and for the respective periods indicated therein and (iv) have been prepared in accordance with the accounting principles and procedures set forth carve out guidelines included in the notes to the Business Financial Statements, (ii) are derived from the unaudited consolidated financial statements of Angel as provided to Seller for the twelve (12) months and nine (9) months and as of the periods ended October 31, 2004 and July 31, 2005, respectively, and (iii) fairly present SEC Staff Accounting Bulletin Topic 1 B in all material respects the Purchased Seller Subsidiariesrespects. From September 30, Purchased Assets and Assumed Liabilities as of 2013 to the date of such Business Financial Statements and the results of operations of the Business for the period covered by the Business Financial Statements this Agreement, there has not been any material change in accordance with the accounting principles and procedures set forth in the notes methods used by any Seller Affiliate with respect to the Business Financial StatementsBusiness. (b) The Audited Business Financial Statements will present fairly in all material respects the consolidated assets acquired and liabilities assumed and related revenues and direct expenses There is no Liability of the Business, as of Business required to be set forth on the dates and for the periods indicated. The Audited Business Financial Statements will be prepared 2013 Balance Sheet in accordance with the methodology described in the letter sent from Buyer to the SEC on October 7, 2005, consistently applied except where expressly indicated. (c) The Assumed Liabilities do not include any Liabilities of a nature required by GAAP to be reflected in a consolidated corporate balance sheet or the notes theretoGAAP, except Liabilities that (i) will be accrued as disclosed, set forth or reserved against in on the Audited Business Financial Statementsface of the 2013 Balance Sheet, (ii) were for Liabilities incurred in the ordinary course of business since July 31the date of the 2013 Balance Sheet, 2005, or (iii) have not hadfor Taxes, (iv) for Excluded Liabilities, (v) for Liabilities incurred in entering into this Agreement and/or performing obligations pursuant to the terms hereof and (vi) for Liabilities that would not reasonably be expected to have, individually or in the aggregate, have a Seller Material Adverse Effect. (c) Seller has established and maintained a system of internal accounting controls with respect to its businesses, including the Business, sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.