Common use of Financial Statements Clause in Contracts

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries AT&T included or incorporated by reference in the Company AT&T SEC Reports (as hereinafter defined) filed Documents fairly present, in all material respects, in conformity with GAAP applied on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved a consistent basis (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSBthereto), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company AT&T and its consolidated Subsidiaries as of the respective dates thereof and the their consolidated income results of operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subject, subject to normal year-end adjustments in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) The unaudited combined financial statements and unaudited combined interim financial statements of the AT&T Broadband Group are attached as Exhibit E, and subject to and reflecting the assumptions set forth in the notes thereto, fairly present, in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the combined financial position of the AT&T Broadband Group as of the respective dates thereof and its combined results of operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements). (c) Except as set forth on Schedule 3.05(bin Section 6.08(c) hereto for liabilities incurred since May 31, 1998 in of the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretoAT&T Disclosure Schedule, the Company does not have any liabilities or obligations financial statements as of any nature whatsoever (whether absoluteand for the period ending September 30, accrued, contingent or otherwise2001 attached as Exhibit E reflect in all material respects the transactions contemplated by the Ancillary Agreements as if such agreements had been in effect during the nine month period covered by such financial statements. Section 6.08(c) which are not adequately reserved or reflected on the balance sheet of the Company included AT&T Disclosure Schedule describes all material allocations and charges relating to affiliated and intercompany transactions used in its Quarterly Report on Form 10-QSB for connection with the quarter ended May 31, 1998, except for liabilities or obligations which in preparation of the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.financial statements attached as Exhibit E.

Financial Statements. (a) The Company SCAN Group has previously delivered made available to Parent copies of CareOregon (i) the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements of SCAN Group and its Affiliates as of and for the year ending December 31, 2021 (the “SCAN Group Audited Financial Statements”), and (ii) unaudited consolidated interim financial statements of for the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed nine-month period ending on or after November September 30, 1995 2022 (the “SCAN Group Recent Financial Statements” and together with the SCAN Group Audited Financial Statements, the “SCAN Group Financial Statements”). The SCAN Group Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the year covered by such SCAN Group Financial Statements. The SCAN Group Financial Statements have been prepared from, and are in accordance with, the books and records of SCAN Group and its Affiliates ("GAAP") consistently applied during which books and records are complete and correct in all material respects), and present fairly, in all material respects, SCAN Group’s and its Affiliates’ financial position and results of operations and cash flows as of the dates and for the periods involved (indicated therein, except as may that the SCAN Group Recent Financial Statements do not contain footnotes and are subject to normal year-end adjustments consistent with customary practices that will not be indicated material in amount or effect, either individually or in the aggregate. (b) Section 5.4(b) of the Disclosure Schedules contains true, correct and complete copies of (x) (A) the audited balance sheets of each Financially Regulated Subsidiary that is a SCAN Company as of and for the years ended December 31, 2020 and December 31, 2021, and (B) the related audited statements of income, retained earnings and changes in financial position, together with all related notes thereto orand schedules thereto, accompanied by the reports thereon of the applicable Financially Regulated Subsidiary’s accountants, in the case of each of clause (A) and clause (B), except to the extent the Financially Regulated Subsidiary that is a SCAN Company is included, either on a standalone or consolidated basis, in the SCAN Group Audited Financial Statements, and (y) the unaudited statementsfinancial statements of each Financially Regulated Subsidiary that is a SCAN Company for the period ended September 30, 2022 (the “Latest SCAN Group Regulated Financial Statements” and collectively referred to herein as the “SCAN Group Regulated Financial Statements”). Each of the SCAN Group Regulated Financial Statements have been prepared from, and are in accordance with, the books and records of the Financially Regulated Subsidiary (which books and records are complete and correct in all material respects), and present fairly, in all material respects, such Financially Regulated Subsidiary’s financial position and results of operations and cash flows of the Financially Regulated Subsidiary as of the dates and for the periods indicated therein and have been prepared in accordance with STAT or GAAP, as permitted by Form 10applicable, in each case, consistently applied throughout the periods covered thereby and except that the unaudited SCAN Group Regulated Financial Statements do not contain footnotes and are subject to normal year-QSB)end adjustments consistent with customary practices that will not be material in amount or effect, complied as either individually or in the aggregate. (c) Each Financially Regulated Subsidiary that is a SCAN Company has devised and maintained systems of their respective dates internal accounting controls with respect to its business sufficient to provide reasonable assurances that (i) all transactions are executed in all material respects in accordance with applicable accounting requirements and management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit the published rules and regulations preparation of the SEC audited financial statements in conformity with respect theretoSTAT or GAAP, as applicable, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds to maintain proper accountability for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.items and

Financial Statements. (a) The Company Buyer has previously delivered to Parent Seller -------------------- accurate and complete copies of the (i) Alliance PLC's audited consolidated balance sheets of the Company sheet as of November April 30, 1995, November 30, 1996 and November 30, 19971999, and the related audited consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997year then ended, inclusiveand the notes and schedules thereto, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed together with the SEC under unqualified report thereon of KPMG Audit Plc, independent public accountants (the Exchange Act. The Company has also previously delivered to Parent copies of the "Audited Financial Statements") and (ii) Buyer's unaudited consolidated balance sheets of the Company sheet as of May January 31, 19982000 (the "Latest Balance Sheet"), and the related unaudited consolidated statements of income income, stockholders' equity, and cash flows for the six months three-month period then ended May 31(the "Unaudited Financial Statements"), 1998certified by Buyer's chief financial officer (collectively, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act"Financial Statements"). The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports Financial Statements (as hereinafter definedi) filed on or after November 30represent actual bona fide transactions, 1995 (ii) have been prepared from the books and records of Alliance PLC and Buyer and their respective consolidated Subsidiaries in accordance conformity with generally accepted U.S. GAAP accounting principles ("GAAP") consistently applied during on a basis consistent with preceding years throughout the periods involved and (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and iii) fairly present the Alliance PLC's and Buyer's (as applicable) consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the Alliance PLC's and Buyer's (as applicable) consolidated income results of operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subject, ended. The statements of income included in the case Financial Statements do not contain any items of special or nonrecurring income except as identified in the notes thereto, and the balance sheets included in the Financial Statements do not reflect any write-up or revaluation increasing the book value of any unaudited interim financial statementsassets, to nor have there been any transactions since the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet date of the Company included in its Quarterly Report on Form 10Latest Balance Sheet giving rise to special or nonrecurring income or any such write-QSB for the quarter ended May 31, 1998, except for liabilities up or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsrevaluation.

Financial Statements. (a) The Company 1. Fifth Third has previously delivered furnished to Parent copies of the audited Franklin its audited, consolidated balance sheets sheet, statement of the Company as operations and statement of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholdersshareholders' equity and cash flows as of and at December 31, 2001, and for the fiscal years 1996 through 1997year then ended, inclusivetogether with the opinion of its independent certified public accountants associated therewith. Fifth Third has also furnished to Franklin its unaudited, included in the Company's Annual Report on Form 10-KSB consolidated condensed financial statements as at March 31, 2002 and June 30, 2002, and for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Actperiods then ended. The Company has also previously delivered to Parent copies of the Such audited and unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and Fifth Third fairly present the consolidated financial position condition, results of the Company operations and its Subsidiaries cash flows of Fifth Third as of the dates date thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectyear covered thereby, in conformity with GAAP, consistently applied (except as stated therein and except for the case omission of any notes to unaudited interim financial statements, to the absence of footnotes required by GAAP statements and except for normal (in nature and amount) year-end adjustmentsadjustments to interim results). . There are no material liabilities, obligations or indebtedness of Fifth Third or any of its subsidiaries required to be disclosed in the financial statements (bor in the footnotes to the financial statements) Except as set forth on Schedule 3.05(b) hereto for so furnished other than the liabilities, obligations or indebtedness disclosed in such financial statements (including footnotes). Since June 30, 2002, Fifth Third and its subsidiaries have not incurred any liabilities incurred since May 31, 1998 in outside the ordinary course of business consistent with past practice and practice. 2. The financial statements of Fifth Third to be provided to Franklin pursuant to Section V.D.4. hereof will fairly present, as otherwise set forth on Schedule 3.05(b) heretoapplicable, the Company does not have any liabilities or obligations consolidated financial condition, results of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet operations and cash flows of Fifth Third as of the Company included in its Quarterly Report on Form 10-QSB dates thereof, and for the quarter ended May 31periods covered thereby, 1998in conformity with GAAP, consistently applied (except as stated therein and except for liabilities or obligations which the omission of notes to unaudited statements and except for normal (in the aggregate do not exceed $100,000, nature and there do not exist any circumstances that could reasonably be expected amount) year-end adjustments to result in such liabilities or obligationsinterim results).

Financial Statements. (a) The Company MSB has previously delivered made available to Parent MCBF copies of (i) the audited consolidated balance sheets of the Company MSB and its Subsidiaries as of November June 30, 1995, November 30, 1996 2002 and November 30, 1997, 2001 and the related consolidated statements of income, cash flows and changes in stockholders' ’ equity and cash flows for each of the fiscal years 1996 through 1997, inclusive, included in the Company's two-year period ended June 30, 2002, together with the notes thereto, accompanied by the audit report of MSB’s independent public auditors, as reported in MSB’s Annual Report on Form 10-KSB for the fiscal year ended November June 30, 1997 2002 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of and (ii) the unaudited consolidated balance sheets sheet of the Company MSB and its Subsidiaries as of May March 31, 1998, 2003 and the related unaudited consolidated statements of income and income, cash flows and changes in stockholders’ equity for the six nine months ended May March 31, 19982003 and 2002, included as reported in the Company's MSB’s Quarterly Report on Form 10-QSB for the quarter period ended May March 31, 1998 2003 filed with the SEC under the Exchange ActSEC. The audited consolidated Such financial statements were prepared from the books and unaudited consolidated interim financial statements records of the Company MSB and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30Subsidiaries, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company MSB and its Subsidiaries in each case at and as of the dates thereof indicated and the consolidated income and results of operations, retained earnings and sources cash flows of MSB and applications of funds its Subsidiaries for the periods then ended (subjectindicated, and, except as otherwise set forth in the case of any notes thereto, were prepared in accordance with GAAP consistently applied throughout the periods covered thereby; provided, however, that the unaudited financial statements for interim financial statements, periods are subject to the absence of footnotes required by GAAP and normal year-end adjustments). adjustments (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 which will not be material individually or in the ordinary course aggregate) and lack footnotes to the extent permitted under applicable regulations. The books and records of business consistent with past practice MSB and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not its Subsidiaries have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000been, and there do not exist are being, maintained in all respects in accordance with GAAP and any circumstances that could reasonably be expected to result in such liabilities or obligationsother legal and accounting requirements and reflect only actual transactions.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets or attached to Section 3.07(b) of the Company as of November 30Disclosure Schedule, 1995, November 30, 1996 and November 30, 1997, the following financial statements (collectively the “Financial Statements”): (i) the Company’s consolidated audited balance sheets and the related consolidated statements of incomeoperations, changes in stockholders' ’ equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of comprehensive (loss) income and cash flows as of and for the six months stated years ended May 31September 30, 19982008, included in 2007, and 2006, and (ii) the Company's Quarterly Report on Form 10-QSB ’s consolidated unaudited balance sheet and related consolidated statements of operations, changes in stockholders’ equity and comprehensive (loss) income and cash flows as of and for the quarter interim periods beginning October 1, 2008 and ended May 31June 30, 1998 filed with 2009 (collectively, the SEC under “Most Recent Financial Statements”) (the Exchange Actmonth ended June 30, 2009 is hereinafter referred to as the “Most Recent Fiscal Month End”). The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Financial Statements have been prepared in accordance with generally accepted accounting principles ("“GAAP") consistently ”), applied during on a consistent basis throughout the periods involved (except to the extent required by changes in GAAP or as may be indicated in the notes thereto orthereto, in the case of the unaudited statementsif any) (hereinafter, as permitted by Form 10-QSB), complied as of their respective dates “Consistently Applied”) and present fairly in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated income and retained earnings and sources and applications results of funds operations for the periods then ended (subjectindicated; provided, in that, the case of any unaudited interim financial statements, Most Recent Financial Statements are subject to the absence of footnotes required by GAAP and normal year-end adjustments). audit adjustments (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected material on the balance sheet a consolidated basis) and omit footnotes and other presentation items which are required by GAAP. The Financial Statements reflect all adjustments necessary for a fair presentation of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsfinancial information contained therein.

Financial Statements. (a) The Company Target has previously delivered made available to Parent copies of the audited consolidated balance sheets of the Company each of Mobile Services Group, Inc. and its Subsidiaries as of November 30at December 31, 19952006, November 30, 1996 2005 and November 30, 19972004, and the related audited consolidated statements of incomeoperations, changes in stockholders' ’ equity and cash flows for the fiscal years 1996 through 1997then ended, inclusiveall certified by Ernst & Young LLP, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of and the unaudited consolidated balance sheets sheet of the Company such Persons as of May 31at September 30, 1998, 2007 and the related unaudited consolidated statements of income operations, stockholders’ equity and cash flows for the six nine months then ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements balance sheet of the Company Mobile Services Group, Inc. and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November at September 30, 1995 2007 (the “Balance Sheet Date”) is hereinafter referred to as the “Balance Sheet”. The financial statements referred to above, including the footnotes thereto, except as described therein, have been prepared from, and in accordance with, the books and records of Mobile Services Group, Inc. and its Subsidiaries (which books and records have been maintained in all material respects in a manner consistent with historical practice and are true and complete in all material respects), and, in accordance with U.S. generally accepted accounting principles ("“GAAP"”) consistently applied during followed throughout the periods involved (except as may be indicated in the notes thereto orexcept, in the case of the unaudited financial statements, as permitted by Form 10for the absence of notes thereto and subject to normal recurring year-QSB)end audit adjustments. (b) The audited balance sheets referred to in (a) above fairly present, complied as of their respective dates in all material respects with applicable accounting requirements respects, the financial condition of Mobile Services Group, Inc. and its Subsidiaries at the date thereof and the published rules related statements of operations, stockholders’ equity and regulations cash flows fairly present, in all material respects, the results of the SEC with respect theretooperations, stockholders’ equity, and cash flows of Mobile Services Group, Inc. and its Subsidiaries for the periods indicated. (c) The Balance Sheet and such other unaudited balance sheets referred to in (a) above fairly present present, in all material respects, the consolidated financial position condition of the Company Mobile Services Group, Inc. and its Subsidiaries as of the dates date thereof and the consolidated income related statements of operations, stockholders’ equity and retained earnings cash flows fairly present in all material respects, the results of operations, stockholders’ equity and sources cash flows of Mobile Services Group, Inc. and applications of funds its Subsidiaries for the periods then ended indicated (subject, in the case of any unaudited interim financial statements, to except for the absence of footnotes required by GAAP notes thereto and subject to normal and recurring year-end audit adjustments). (bd) A true and complete copy of the CapEx Budget is included in Section 4.7(d) of the Target Disclosure Letter. (e) Included in Section 4.7(e) of the Target Disclosure Letter is a true and complete copy of the Draft Financial Statements. The Draft Financial Statements were prepared from, and in accordance with, the books and records of Mobile Services Group, Inc. and its Subsidiaries and, in accordance with GAAP on a consistent basis. The Draft Financial Statements were prepared in good faith by Mobile Services Group, Inc.’s management based upon information available to management at the time of preparation and upon assumptions that management believed to be reasonable at the time made. To the Knowledge of the Target, as of the date hereof the balance sheet included in the Draft Financial Statements fairly presents, in all material respects, the financial condition of Mobile Services Group, Inc. and its consolidated Subsidiaries at the date thereof and the related statements of operations and cash flows included in the Draft Financial Statements fairly present, in all material respects, the results of operations and cash flows, as applicable, of Mobile Services Group, Inc. and its consolidated Subsidiaries for the relevant period. For purposes of this Section 4.7(e) only, “Knowledge of the Target” means the actual knowledge of D▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and A▇▇▇▇ ▇▇▇▇▇▇▇▇ after asking representatives of the Target’s auditors whether they are aware of any actual or potential audit adjustments. To the Knowledge of the Target, as of the date hereof no audit adjustments to the Draft Financial Statements are being considered or have been proposed. Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretothis Section 4.7(e), the Company does not have any liabilities Target makes no other representation or obligations of any nature warranty whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on concerning the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsDraft Financial Statements.

Financial Statements. (ai) The Company has previously delivered to Parent copies of the audited each Purchaser (x) consolidated balance sheets of the Company as of November 30December 31, 1995, November 30, 1996 1994 and November 30, 1997, 1993 and the related consolidated statements of incomeoperations, changes in stockholdersshareholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the Company for each of the years ended December 31, 1994, 1993 and 1992, accompanied by the related audit report of Deloitte & Touche LLP, and (y) an unaudited consolidated balance sheets sheet of the Company as of May 31June 30, 1998, 1995 and the related unaudited consolidated statements of income operations, changes in shareholders' equity and cash flows of the Company for the six months ended May 31June 30, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act1995. The audited consolidated foregoing financial statements and unaudited consolidated interim statements, as well as the financial statements of the Company and its Subsidiaries included to be delivered pursuant to Section 5.7(a) hereof (collectively the "Company Financial Statements"), fairly present or incorporated by reference in will fairly present, as the case may be, the consolidated financial condition of the Company SEC Reports as of the respective dates set forth therein, and the consolidated results of operations, changes in shareholders' equity and cash flows of the Company for the respective periods or as of the respective dates set forth therein. (ii) Each of the Company Financial Statements has been or will be, as hereinafter defined) filed on or after November 30the case may be, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (involved, except as may be indicated in the notes thereto orstated therein, in the case and except that unaudited Company Financial Statements need not contain all of the unaudited statementsfootnote and line item disclosures that would be required for financial statements prepared in accordance with generally accepted accounting principles. The books and records of the Company and the Bank are being maintained in material compliance with applicable legal and accounting requirements, as permitted by Form 10-QSB), complied as of their respective dates and such books and records accurately reflect in all material respects with applicable accounting requirements all dealings and the published rules and regulations transactions in respect of the SEC with respect theretobusiness, assets, liabilities and fairly present the consolidated financial position affairs of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)Bank. (biii) Except to the extent (x) reflected, disclosed or provided for in the consolidated statement of financial condition of the Company as set forth on Schedule 3.05(bof June 30, 1995 (including related notes) hereto for and (y) of liabilities incurred since May 31, 1998 such date in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretobusiness, neither the Company does not have nor the Bank has any liabilities or obligations of any nature whatsoever (liabilities, whether absolute, accrued, contingent or otherwise) , which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationswould have a Material Adverse Effect.

Financial Statements. (a) The Company has previously delivered furnished to Parent copies of the Purchasers the audited consolidated balance sheets sheet of Telor Ophthalmic Pharmaceuticals, Inc., Occupational Health + Rehabilitation Inc and their subsidiaries (collectively, the Company "Predecessor Companies") as of November 30December 31, 1995, November 30, 1996 and November 30, 1997, 1995 and the related audited consolidated statements of income, changes in stockholders' equity and cash flows of the Predecessor Companies for the fiscal years 1996 through 1997year ended December 31, inclusive1995, included the Unaudited Pro Forma Combined Financial Information as of December 31, 1995 as disclosed in the Company's Annual Report on Form 10-KSB for Offering Memorandum and Proxy Statement dated May 15, 1996 (the fiscal year ended November 30"Proxy Statement"), 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets sheet of the Company and its subsidiaries as of May 31June 30, 1998, 1996 (the "Balance Sheet") and the related unaudited consolidated statements of income income, stockholders' equity and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in subsidiaries for the Company SEC Reports (as hereinafter defined) filed on or after November 6 months ended June 30, 1995 1996. All such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case that such unaudited financial statements do not contain all of the unaudited statements, as permitted by Form 10required footnotes and interim statements do not contain year-QSBend adjustments), complied as of their respective dates in all material respects with applicable or where different from generally accepted accounting requirements and the published rules and regulations of the principles, SEC with respect theretorequirements, and fairly present the consolidated financial position of the Predecessor Companies, the Company and its Subsidiaries subsidiaries as of the dates thereof December 31, 1995 and June 30, 1996, respectively, and the consolidated income results of their operations and retained earnings cash flows of the Predecessor Companies, the Company and sources and applications of funds its subsidiaries for the periods then year ended December 31, 1995 and the 6 months ended June 30, 1996, respectively. Since the date of the Balance Sheet, (subject, i) there has been no change in the case assets, liabilities or financial condition of any unaudited interim financial statements, to the absence of footnotes required by GAAP Company and normal year-end adjustments). its subsidiaries (bon a consolidated basis) Except as set forth on Schedule 3.05(b) hereto from that reflected in the Balance Sheet except for liabilities incurred since May 31, 1998 changes in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do have not exceed $100,000been materially adverse and (ii) none of the business, prospects, financial condition, operations, property or affairs of the Company and there do its subsidiaries (on a consolidated basis) has been materially adversely affected by any occurrence or development, individually or in the aggregate, whether or not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsinsured against.

Financial Statements. (a) The Company has previously delivered to Parent copies Each of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements (including, in each case, any related notes and unaudited consolidated interim financial statements of the Company and its Subsidiaries included schedules) contained or incorporated by reference to be contained in the Company SEC Reports at the time filed, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, (i) complied or will comply as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its the Company Subsidiaries as of the dates thereof indicated and the consolidated income results of its operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subjectindicated, in consistent with the case books and records of any the Company and the Company Subsidiaries, except that the unaudited interim financial statements, statements were or are subject to the absence of footnotes required by GAAP normal and normal year-recurring year end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 adjustments which were or will not be material in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities amount or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the effect. The consolidated audited balance sheet of the Company as of December 31, 2008 included in its Quarterly the audited financial statements set forth in the Company’s Annual Report on Form 10-QSB K for the quarter year ended May December 31, 19982008 is referred to herein as the “Company Balance Sheet.” (b) The Company is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, except as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). Each required form, report and document (including any amendment thereof and supplement thereto) containing financial statements that has been filed with or submitted or will be filed with or submitted to the SEC since June 30, 2006 was or will be accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Rule 13a-14 or 15d-14 promulgated under the Exchange Act and, at the time of filing or submission of each such certification, such certification complied or will comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Rule 13a-14 or 15d-14 promulgated under the Exchange Act. (c) The Company maintains a system of internal accounting controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for liabilities external purposes in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or obligations which 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Company is made known on a timely basis to the individuals responsible for the preparation of the Company SEC Reports. Since the date of the filing of the Company’s most recent annual report on Form 10-K, prior to the date of this Agreement, the Company’s outside auditors and the audit committee of the Company Board of Directors have been advised of all significant deficiencies or material weaknesses in the aggregate do not exceed $100,000design or operation of internal control over financial reporting existing on or prior to the date hereof which adversely affect the Company’s ability to record, process, summarize and report financial information, each of which is set forth in Section 3.6(c) of the Company Disclosure Schedule, and there do have not exist been advised of any circumstances fraud, whether or not material, that could reasonably involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Any material change in internal control over financial reporting and any significant deficiency or material weakness in the design or operation of internal control over financial reporting required to be expected disclosed in any Company SEC Report or in any form, report or document filed by the Company with the SEC has been so disclosed. (d) The Company is not a party to, or does not have any commitment to result become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities or obligationsof, the Company in the Company SEC Reports.

Financial Statements. (a) The Company has previously unaudited pro forma consolidated financial information for Holdings and its consolidated subsidiaries as at March 25, 2017 (the “Pro Forma Financial Information”) delivered to Parent copies the Administrative Agent prior to the Restatement Date has been prepared giving pro forma effect (as if such events had occurred on such date) to the Transactions. The Pro Forma Financial Information has been prepared in good faith based on assumptions believed by Holdings to have been reasonable as of the date of delivery thereof (it being understood that such assumptions are based on good faith estimates of certain items and that the actual amount of such items on the Restatement Date is subject to change), and presents fairly in all material respects on a Pro Forma Basis the estimated financial position of Holdings and its consolidated subsidiaries as at March 25, 2017, assuming that the Transactions had actually occurred at such date, and certain results of operations of Holdings and its consolidated subsidiaries for the twelve-month period ended March 25, 2017, assuming that the Transactions had actually occurred on the first day of such twelve-month period. (b) The audited consolidated combined balance sheets of Holdings and its consolidated subsidiaries as at the Company as end of November 30, 1995, November 30, 1996 the 2015 and November 30, 19972016 fiscal years, and the related consolidated audited combined statements of income and comprehensive income, changes in stockholders' equity and cash flows for the years ended December 31, 2014, December 31, 2015 and December 31, 2016, reported on by and accompanied by a report from Ernst & Young LLP (in respect of fiscal years 1996 through 19972014 and 2015) and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (in respect of fiscal year 2016), inclusive, included which have heretofore been filed by Holdings in the Company's Annual Report its annual reports on Form 10-KSB for K, present fairly, in all material respects, the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies combined financial position of the unaudited Holdings and its consolidated balance sheets of the Company subsidiaries as of May at December 31, 19982015 and December 31, 2016, respectively, and the related unaudited consolidated statements results of income its operations and its cash flows for each of the six months three years in the period ended May December 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)2016. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial -------------------- statements of the Company (such term for purposes of this Section 4.5, being also a reference to Cobra Golf Incorporated II, a California corporation, in respect of periods prior to September 16, 1993) and its subsidiaries at December 31, 1994, December 31, 1993, December 31, 1992, December 31, 1991 and December 31, 1990 and for the respective fiscal years then ended, and the notes thereto, reported on by Ernst & Young LLP, and the unaudited consolidated interim financial statements of the Company and its the Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November at March 31, 1995, June 30, 1995 and September 30, 1995 and for the three month, six month and nine month periods then ended, which the Company has made available to Parent and Purchaser, have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated set forth in the notes thereto orcontained therein and subject, in the case of the unaudited quarterly financial statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements to normal and the published rules and regulations of the SEC with respect theretorecurring year end adjustments) on a consistent basis, and present fairly present the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of at the dates thereof and the consolidated income results of their operations and retained earnings and sources and applications cash flows (or changes in financial position) for each of funds for the fiscal years or three month, six month or nine month periods then ended (subject, subject to normal year-end adjustments in the case of any unaudited interim financial statements, ). Except as and to the absence extent reflected or reserved against in the consolidated balance sheet of footnotes the Company and its consolidated Subsidiaries at September 30, 1995 (the "Balance Sheet"), at September 30, 1995 neither the Company nor any of the Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP and normal year-end adjustments). generally accepted accounting principles to be reflected on the Balance Sheet. Since September 30, 1995, neither the Company nor any of the Subsidiaries has incurred any liabilities or obligations (a) other than those arising from operations in the ordinary course of business or (b) specifically disclosed in any document filed with the SEC prior to the date hereof or (c) those which would not, individually or in the aggregate, have a Material Adverse Effect and in any such case do not involve transactions with affiliates of the Company. Except as set forth in the SEC Filings or as otherwise contemplated by this Agreement, since September 30, 1995, the Company and the Subsidiaries have each operated only in the ordinary course of business and there have been no changes in the business, prospects, condition (financial or otherwise), assets, properties or results of operations of the Company and the Subsidiaries that would, individually or in the aggregate, have a Material Adverse Effect. Specifically, and without limiting the generality of the foregoing, since September 30, 1995 (except as set forth in the SEC Filings or as otherwise contemplated by this Agreement), (a) neither the Company nor any of the Subsidiaries has (i) amended their charter documents, by-laws or other organizational documents; (ii) issued or sold (except pursuant to the exercise of Options under the Stock Option Plan that were outstanding on Schedule 3.05(bSeptember 30, 1995) hereto for liabilities incurred since May 31any shares of its capital stock or any of its other securities or (A) granted any general increase in wage or salary rates or in employee benefits, 1998 except in the ordinary course of business consistent with past practice and practice, or (B) granted any increase in salary or in employment, retirement, severance or termination or other benefits or pay any bonus to any officer or director (except as otherwise set forth on Schedule 3.05(brequired by existing agreements, plans or arrangements), (C) hereto, entered into any employment contract with any person which the Company or the relevant Subsidiary does not have the unconditional right to terminate without material liability, (D) taken any action to cause to be exercisable any otherwise unexercisable Option under the Stock Option Plan, or (E) adopted (or amended in any manner which would, individually or in the aggregate, materially increase the benefits under) any Company Plan (as defined in Section 4.11); (vi) made any material changes in the type or amount of their insurance coverages; (vii) made any change in accounting methods, principles or practices materially affecting assets, liabilities or obligations of business, except as may be required by a change in generally accepted accounting principles; and (viii) made any nature whatsoever material tax election (whether absolute, accrued, contingent unless required by law) or otherwise) which are not adequately reserved settled or reflected on the balance sheet compromised any material income tax liability of the Company included in its Quarterly Report on Form 10-QSB for or any of the quarter ended May 31, 1998, Subsidiaries except for liabilities or obligations which if such action is taken in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsordinary course of business.

Financial Statements. (a) The Company has previously delivered made available to Parent copies of the audited consolidated balance sheets Buyer, for copying, originals of the Company as Financial Statements, which are accompanied by the audit report of November 30KPMG, 1995LLP, November 30independent public accountants for the Company. The Company Financial Statements referred to in this Section 4.13 (including the related notes, 1996 and November 30, 1997where applicable) fairly present, and the related consolidated financial statements referred to in Sections 6.02 and 6.03 hereof each will fairly present (subject, in the case of incomeunaudited statements, to audit adjustments normal in nature and amount and the addition of customary notes), the assets, liabilities, results of the operations and changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements position of the Company and its Subsidiaries included the Tweeter Joint Venture, as the case may be, for the respective periods or incorporated by reference in as of the respective dates therein set forth; the Company SEC Reports Financial Statements (as hereinafter definedincluding the related notes, where applicable) filed on or after November 30, 1995 have been prepared prepared, and the financial statements referred to in Sections 6.02 and 6.03 hereof will be prepared, in accordance with generally accepted accounting principles ("GAAP") consistently applied during throughout and among the periods involved (covered thereby, except as may be indicated in the notes thereto orthereto. The audits of the Company and the Tweeter Joint Venture, in as the case of the unaudited statementsmay be, as permitted by Form 10-QSB), complied as of their respective dates have been conducted in all material respects in accordance with applicable accounting requirements generally accepted auditing standards. The Company Financial Statements have been prepared from the books and records of the Company or the Tweeter Joint Venture, as the case may be, and the published rules books and regulations of the SEC with respect thereto, and fairly present the consolidated financial position records of the Company and its Subsidiaries the Tweeter Joint Venture, as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statementsmay be, to the absence of footnotes required by GAAP are true and normal year-end adjustments)complete in all material respects and have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements. (b) Except The balance sheets of the Company as of February 28, 2001 and April 30, 2001 (the "LATEST BALANCE SHEETS"), including the notes thereto, make adequate provision for all material liabilities and obligations of every nature (whether accrued, absolute, contingent or otherwise and whether due or to become due) of the Company as of February 28, 2001 and April 30, 2001, respectively, and except as and to the extent set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretosuch balance sheets, the Company does not have any liabilities has no material liability or obligations obligation of any nature whatsoever (whether accrued, absolute, accrued, contingent or otherwiseotherwise and whether due or to become due) which are not adequately reserved would be required to be reflected or reflected disclosed on a balance sheet, or in the notes thereto, prepared in accordance with GAAP. The Latest Balance Sheets have been prepared on a basis consistent with the accounting principles and practices used in preparing previous balance sheets provided to the Buyer. A true and correct copy of the April 30, 2001 balance sheet is attached as Section 4.13(b) of the Company's Disclosure Schedule. (c) No facts or circumstances exist which would give the Company included reason to believe that a material liability or obligation that, in its Quarterly Report accordance with GAAP applied on Form 10-QSB for the quarter ended May 31a consistent basis, 1998should have been reflected or disclosed on such balance sheets, except for liabilities was not so reflected or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsdisclosed.

Financial Statements. (a) The Company has previously delivered to Parent copies financial statements of Transwestern (the “Transwestern Financial Statements”), including all related notes and schedules, listed in Section 3.4(a) of the audited ETP Disclosure Schedule, fairly present in all material respects the consolidated balance sheets financial position of Transwestern, as of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997respective dates thereof, and the related consolidated statements results of incomeoperations, cash flows and changes in stockholders' members’ equity and cash flows of Transwestern for the fiscal years 1996 through 1997periods indicated, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently GAAP applied during on a consistent basis throughout the periods involved and in accordance with Regulation S-X promulgated by the SEC (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements thereto) and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal customary year-end adjustments), consistent with past practice. (b) Except The financial statements of MEP (the “MEP Financial Statements”), including all related notes and schedules, listed in Section 3.4(b) of the ETP Disclosure Schedule, fairly present in all material respects the consolidated financial position of MEP, as set forth of the respective dates thereof, and the consolidated results of operations, cash flows and changes in members’ equity of MEP for the periods indicated, have been prepared in accordance with GAAP applied on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 a consistent basis throughout the periods involved and in accordance with Regulation S-X promulgated by the SEC (except as may be indicated in the ordinary course notes thereto) and subject, in the case of business interim financial statements, to customary year-end adjustments, consistent with past practice practice. (c) The financial statements of Canyon (the “Canyon Financial Statements”), including all related notes and as otherwise set forth on Schedule 3.05(bschedules, listed in Section 3.4(c) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included ETP Disclosure Schedule, fairly present in its Quarterly Report on Form 10-QSB all material respects the consolidated financial position of Canyon, as of the respective dates thereof, and the consolidated results of operations, cash flows and changes in members’ equity of Canyon for the quarter ended May 31periods indicated, 1998, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and in accordance with Regulation S-X promulgated by the SEC (except for liabilities or obligations which as may be indicated in the aggregate do not exceed $100,000notes thereto) and subject, and there do not exist any circumstances that could reasonably be expected in the case of interim financial statements, to result in such liabilities or obligationscustomary year-end adjustments, consistent with past practice.

Financial Statements. (a) The Company Except as set forth in Section 4.8(a) of the Sellers Disclosure Letter, Purchaser has previously delivered to Parent copies of been provided with (i) a consolidated income statement for the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, Acquired Subsidiaries and the related consolidated statements of incomeJoint Ventures, changes in stockholders' equity and cash flows after giving effect to the transactions contemplated by Section 6.14, for the fiscal years 1996 through 199712 months ended December 31, inclusive2004 (the "Income Statement"), included in (ii) the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed December 31 Balance Sheet (together with the SEC under Income Statement, the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31"Financial Information"), 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim (iii) financial statements of each of the Company Domestic Insurance Companies as of and its Subsidiaries included or incorporated by reference in for the Company SEC Reports (year ended December 31, 2003 and as hereinafter defined) filed on or after November of and for each of the quarters ended March 31, 2004, June 30, 1995 have 2004 and September 30, 2004, prepared in accordance with applicable SAP (collectively, the "Domestic SAP Financial Information") and (iv) a statement of local statutory capital requirements as of September 30, 2004 for the International Insurance Companies (the "International Insurance Company Financial Information" and, together with the Domestic SAP Financial Information, the "Insurance Company Financial Information"). (b) The Financial Information has been derived from the accounting books and records of the Acquired Subsidiaries and the Joint Ventures, after giving effect to the transactions contemplated by Section 6.14, has been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during applied, subject only to normal recurring year-end adjustments and the periods involved (absence of notes and except as may be indicated provided in the notes thereto orFinancial Information. The December 31 Balance Sheet presents fairly in all material respects the financial position of the Acquired Subsidiaries and the Joint Ventures, after giving effect to the transactions contemplated by Section 6.14, as at the date thereof, and the Income Statement presents fairly in all material respects the results of operations of the Acquired Subsidiaries and the Joint Ventures, after giving effect to the transactions contemplated by Section 6.14, for the period indicated. Except as set forth in Section 4.8(b) of the Sellers Disclosure Letter, the Domestic SAP Financial Information has been prepared in all material respects in accordance with SAP. The Domestic SAP Financial Information presents fairly, in all material respects, the financial condition of each of the Domestic Insurance Companies and results of operations of each Domestic Insurance Company as of the dates and periods specified therein in conformity with SAP. The International Insurance Company Financial Information reflects in all material respects the statutory capital requirements of the applicable jurisdictions. (c) The reserves for payment of benefits, losses, claims and expenses under all insurance policies and contracts of each Insurance Company in force as of the date of the applicable financial statement reflected in, or included with, in the case of the unaudited statementsDomestic Insurance Companies, the SAP Financial Statements and the GAAP Financial Statements, were determined in accordance with SAP or GAAP, as permitted by Form 10-QSB)applicable, complied as consistently applied throughout the specified period and, in the case of the International Insurance Subsidiaries, reflected in or included with the appropriate financial statements filed in their respective dates local jurisdictions, were determined in accordance with the applicable accounting procedures consistently applied throughout the period, and, in all cases, were calculated, in all material respects, in accordance with generally accepted actuarial principles. (d) The Business maintains a system of internal accounting controls sufficient to comply in all material respects with applicable all legal and accounting requirements and applicable to the published rules and regulations Business. There are no significant deficiencies in the internal accounting controls of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) Business which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could would reasonably be expected to result adversely affect in such liabilities any material respect the ability of the Business to record, process, summarize and report financial data. Neither Parent nor any Seller has received or obligationsotherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any material complaint, allegation, assertion or claim that the Business has engaged in questionable accounting or auditing practices.

Financial Statements. (a) The Company Borrower has previously heretofore delivered to Parent the Lenders through the Administrative Agent copies of (i) the audited consolidated balance sheets Consolidated Balance Sheet of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company Borrower and its Subsidiaries as of January 3, 2004, and the related Consolidated Statements of Operations, Shareholders' Equity and Cash Flows for the fiscal year then ended, and (ii) the unaudited Consolidated Balance Sheet of the Borrower and its Subsidiaries as of April 3, 2004, and the related Consolidated Statements of Operations, Shareholders' Equity and Cash Flows for the fiscal quarter then ended. The financial statements referred to in (i) and (ii) immediately above, including all related notes and schedules, are herein referred to collectively as the "FINANCIAL STATEMENTS". The Financial Statements fairly present the Consolidated financial condition and results of the operations of the Borrower and the Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods indicated therein and, except as noted therein, have been prepared in conformity with GAAP as then ended in effect. Neither the Borrower nor any of the Subsidiaries has any obligation or liability of any kind (subjectwhether fixed, accrued, contingent, unmatured or otherwise) which, in accordance with GAAP as then in effect, should have been disclosed in the Financial Statements and was not. During the period from January 3, 2004 to and including the Effective Date there has been no Material Adverse change, including as a result of any change in law, in the case of any unaudited interim consolidated financial statementscondition, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31operations, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet Property of the Company included in its Quarterly Report on Form 10-QSB for Borrower and the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsSubsidiaries taken as a whole.

Financial Statements. (a) The Company First National Bankshares has previously delivered made available to Parent Fifth Third true and correct copies of (i) the audited consolidated balance sheets of the Company First National Bankshares and its Subsidiaries as of November 30December 31, 19952001, November 302002 and 2003 and the related consolidated statements of income and changes in shareholders’ equity and cash flows for the fiscal years ended December 31, 1996 2001 through 2003, inclusive, as reported in First National Bankshares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the “First National Bankshares 10-K”), filed with the SEC under the Exchange Act and November 30accompanied by the audit report of Ernst and Young LLP, 1997independent public accountants with respect to First National Bankshares, and (ii) the unaudited consolidated balance sheet of First National Bankshares and its Subsidiaries as of March 31, 2003 and 2004, and the related consolidated statements of income, changes in stockholders' shareholders’ equity and cash flows for the fiscal years 1996 through 1997three-month periods then ended, inclusive, included as reported in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's First National Bankshares’ Quarterly Report on Form 10-QSB Q for the quarter quarterly period ended May March 31, 1998 filed with 2004 (the SEC under the Exchange Act“First National Bankshares 10-Q”). The audited consolidated financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present in all material respects the consolidated results of operations, changes in shareholders’ equity, cash flows and unaudited consolidated interim financial statements position of the Company First National Bankshares and its Subsidiaries included for the respective fiscal periods or incorporated by reference in as of the Company SEC Reports (as hereinafter defined) filed on or after November 30respective dates therein set forth, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, subject to normal recurring adjustments in the case of the unaudited statements; each of such statements (including the related notes, as permitted by Form 10-QSB), complied as of their respective dates where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto. The books and fairly present the consolidated financial position records of the Company First National Bankshares and its Subsidiaries as of the dates thereof have been, and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectare being, maintained in the case of any unaudited interim financial statements, to the absence of footnotes required by all material respects in accordance with GAAP and normal year-end adjustments)any other applicable legal and accounting requirements and reflect only actual transactions. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company has previously delivered to Parent copies Each of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements (including, in each case, any related notes and unaudited consolidated interim financial statements of the Company and its Subsidiaries included schedules) contained or incorporated by reference to be contained in the Company SEC Reports at the time filed, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, (i) complied or will comply as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its the Company Subsidiaries as of the dates thereof indicated and the consolidated income results of its operations and retained earnings and sources and applications of funds cash flows for the periods then ended indicated, consistent with the books and records of the Company and the Company Subsidiaries, and in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (subjectexcept as may be indicated in the notes to such financial statements or, in the case of any unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), except that the unaudited interim financial statements were or are subject to the absence of footnotes required by GAAP normal and normal year-recurring year end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 adjustments which were or will not be material in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities amount or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the effect. The consolidated audited balance sheet of the Company as of December 31, 2010 included in its Quarterly the audited financial statements set forth in the Company’s Annual Report on Form 10-QSB K for the quarter year ended May December 31, 19982010 is referred to herein as the “Company Balance Sheet.” (b) The Company is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, except as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). Each required form, report and document (including any amendment thereof and supplement thereto) containing financial statements that has been filed with or submitted or will be filed with or submitted to the SEC since January 1, 2008 was or will be accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Rule 13a-14 or 15d-14 promulgated under the Exchange Act and, at the time of filing or submission of each such certification, such certification complied or will comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Rule 13a-14 or 15d-14 promulgated under the Exchange Act. If the Company will be a “significant subsidiary” (as such term is defined in Article 1 of Regulation S-X promulgated under the Exchange Act) of Parent upon consummation of the Merger, the parties agree that failure of the Company’s chief executive officer or chief financial officer to provide an unqualified certification in any certification required to be filed with any document filed with the SEC shall constitute an event that has a Company Material Adverse Effect. (c) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iii) the recorded accountability for liabilities assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company maintains disclosure controls and procedures required by Rule 13a-15 or obligations which 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Company is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC Reports. Since the date of the filing of the Company’s most recent annual report on Form 10-K, prior to the date of this Agreement, the Company’s outside auditors and the audit committee of the Company Board of Directors have not been advised of (A) any significant deficiencies or material weaknesses in the aggregate do not exceed $100,000design or operation of internal control over financial reporting which adversely affect the Company’s ability to record, process, summarize and report financial information, and there do (B) any fraud, whether or not exist material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Any material change in internal control over financial reporting and any circumstances that could reasonably significant deficiency or material weakness in the design or operation of internal control over financial reporting required to be expected disclosed in any Company SEC Report or in any form, report or document filed by the Company with the SEC has been so disclosed and each significant deficiency and material weakness previously so disclosed have been remediated. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of The Nasdaq Stock Market. (d) The Company is not a party to, or does not have any commitment to result become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities or obligationsof, the Company in the Company SEC Reports.

Financial Statements. (a) The Company has previously delivered made available to Parent SPAC true and complete copies of the audited consolidated balance sheets sheet of the Company and its Subsidiaries as of November 30December 31, 1995, November 30, 1996 and November 30, 19972021, and the related audited consolidated statements of incomeincome and profit and loss, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997flows, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year then ended November 30, 1997 filed with (the SEC under the Exchange Act. “Audited Financial Statements”). (b) The Company has also previously delivered made available to Parent SPAC true and complete copies of the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries as of May 31September 30, 19982022, and the related unaudited consolidated statements of income and profit and loss, and cash flows flows, for the six months period then ended May 31, 1998, included in (the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed “Management Accounts” and together with the SEC under Audited Financial Statements, the Exchange Act. “Company Financial Statements”). (c) The audited consolidated Company Financial Statements delivered by the Company (i) have been prepared in accordance with the books and records of the Company and its Subsidiaries, (ii) fairly present, in all material respects, the financial statements condition and unaudited consolidated interim financial statements the results of operations and cash flow of the Company and its Subsidiaries included or incorporated by reference on a consolidated basis as of the dates indicated therein and for the periods indicated therein, except in the Company SEC Reports case of the Management Accounts, subject to (as hereinafter definedA) filed on or after November 30normal year-end adjustments and (B) the absence of footnotes required under GAAP, 1995 have been and (iii) were prepared in accordance with generally accepted accounting principles ("GAAP") consistently GAAP applied during on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto orthereto), except that in the case of the unaudited statementsManagement Accounts, as permitted by Form 10subject to (A) normal year-QSB)end adjustments and (B) the absence of footnotes required under GAAP. Any audited financial statements delivered in accordance with Section 5.8 will, complied as when so delivered, (A) be audited in accordance with the standards of their respective dates the U.S. Public Company Accounting Oversight Board and (B) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof (including, to the extent applicable to the Company, Regulation S-X under the Securities Act). (d) The Company maintains a system of internal accounting controls which is reasonably sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect theretoto any differences. (e) In the past three (3) years, and fairly present none of the consolidated financial position Company or any of its Subsidiaries nor, to the Knowledge of the Company, an independent auditor of the Company or its Subsidiaries, has identified or been made aware in writing of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and its Subsidiaries as Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s or any Subsidiary’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company and its Subsidiaries, or (iii) to the Knowledge of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectCompany, in the case of any unaudited interim financial statementsallegation, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have assertion or claim regarding any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsforegoing.

Financial Statements. Attached to this Agreement as Exhibit C are the following financial statements (collectively, the “Financial Statements”): (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity shareholder equity, and cash flows flow for Seller for the fiscal years 1996 through 1997ended 43 and 44 for Seller and unaudited balance sheets as of 42 Buyer also could require Seller to obtain title to any Acquired Asset that is subject to a lease through, inclusivefor example, included the exercise of available options. Note that, in this particular provision, Seller represents that it has “good and marketable title to, or a valid leasehold interest in” more than just the Company's Annual Report on Form 10-KSB Acquired Assets. This strategy enables ▇▇▇▇▇ to better understand the overall assets of Seller, which may later be brought to bear in any claim for indemnification from, or litigation against, Seller. 43 This blank line represents Seller’s second most recently completed fiscal year. 44 This blank line represents Seller’s most recently completed fiscal year. and statements of income, changes in shareholder equity, and cash flow for Seller for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the 45; and (b) unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows flow (the “Most Recent Financial Statements”) for Seller for the six 46 months ended May 31, 1998, included in 47 (the Company's Quarterly Report on Form 10-QSB “Most Recent Fiscal Month End”) for the quarter ended May 31, 1998 filed with the SEC under the Exchange ActSeller. The audited consolidated financial statements and unaudited consolidated interim financial statements of Financial Statements (including notes to the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter definedFinancial Statements) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") , consistently applied during throughout the periods involved (except as may be indicated in covered by the notes thereto orFinancial Statements, in the case of the unaudited statementspresent fairly, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and respects, the published rules and regulations financial condition of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries Seller as of the specified dates thereof and the consolidated income and retained earnings and sources and applications results of funds operations of Seller for the periods then ended specified periods, and are consistent with the books and records of Seller (subjectwhich books and records are correct and complete); provided, in however, that the case of any unaudited interim financial statements, Most Recent Financial Statements are subject to the absence of footnotes required by GAAP and normal year-end adjustments). adjustments (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 that will not be material individually or in the ordinary course of business consistent with past practice aggregate) and as otherwise set forth on Schedule 3.05(b) heretolack footnotes and other presentation items. When made, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwiseSeller’s certification under Section 2.3(c) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.constitutes a representation under this Section 3.7.48

Financial Statements. (a) The Company Fifth Third has previously delivered made available to Parent First National Bankshares true and correct copies of (i) the audited consolidated balance sheets of the Company Fifth Third and its Subsidiaries as of November 30December 31, 19952001, November 302002 and 2003 and the related consolidated statements of income and changes in shareholders’ equity and cash flows for the fiscal years ended December 31, 1996 2001 through 2003, inclusive as reported in Fifth Third’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the “Fifth Third 10-K”) and November 30as updated on Form 8-K filed April 14, 19972004 to reflect Fifth Third’s adoption on a retroactive basis of the fair value provisions of SFAS No. 123 “Accounting for Stock Based Compensation,” filed with the SEC under the Exchange Act and accompanied by the audit report of Deloitte & Touche LLP, independent public accountants with respect to Fifth Third, and (ii) the unaudited consolidated balance sheet of Fifth Third and its Subsidiaries as of March 31, 2003 and 2004, and the related consolidated statements of income, changes in stockholders' shareholders’ equity and cash flows for the fiscal years 1996 through 1997three-month periods then ended, inclusive, included as reported in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Fifth Third’s Quarterly Report on Form 10-QSB Q for the quarter quarterly period ended May March 31, 1998 filed with 2004 (the SEC under the Exchange Act“Fifth Third 10-Q”). The audited consolidated financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present in all material respects the consolidated results of operations, changes in shareholders’ equity, cash flows and unaudited consolidated interim financial statements position of the Company Fifth Third and its Subsidiaries included for the respective fiscal periods or incorporated by reference in as of the Company SEC Reports (as hereinafter defined) filed on or after November 30respective dates therein set forth, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, subject to normal recurring adjustments in the case of the unaudited statements; each of such statements (including the related notes, as permitted by Form 10-QSB), complied as of their respective dates where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with accounting principles generally accepted in the United States (“GAAP”) consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and fairly present the consolidated financial position records of the Company Fifth Third and its Subsidiaries as of the dates thereof have been, and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectare being, maintained in the case of any unaudited interim financial statements, to the absence of footnotes required by all material respects in accordance with GAAP and normal year-end adjustments)any other applicable legal and accounting requirements and reflect only actual transactions. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company has previously delivered to Parent copies Each of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements (including, in each case, any related notes and unaudited consolidated interim financial statements of the Company and its Subsidiaries included schedules) contained or incorporated by reference to be contained in the Company SEC Reports at the time filed, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, (i) complied or will comply as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its the Company Subsidiaries as of the dates thereof indicated and the consolidated income results of its operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subjectindicated, in consistent with the case books and records of any the Company and the Company Subsidiaries, except that the unaudited interim financial statements, statements were or are subject to the absence of footnotes required by GAAP normal and normal year-recurring year end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 adjustments which were or will not be material in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities amount or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the effect. The consolidated audited balance sheet of the Company as of December 31, 2008 included in its Quarterly the audited financial statements set forth in the Company’s Annual Report on Form 10-QSB K for the quarter year ended May December 31, 19982008 is referred to herein as the “Company Balance Sheet.” (b) The Company is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, except as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). Each required form, report and document (including any amendment thereof and supplement thereto) containing financial statements that has been filed with or submitted or will be filed with or submitted to the SEC since January 1, 2006 was or will be accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Rule 13a-14 or 15d-14 promulgated under the Exchange Act and, at the time of filing or submission of each such certification, such certification complied or will comply, in each case in all material respects, with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Rule 13a-14 or 15d-14 promulgated under the Exchange Act. (c) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iii) the recorded accountability for liabilities assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company maintains disclosure controls and procedures required by Rule 13a-15 or obligations which 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Company is made known on a timely basis to the individuals responsible for the preparation of the Company SEC Reports. Since the date of the filing of the Company’s most recent annual report on Form 10-K, prior to the date of this Agreement, the Company’s outside auditors and the audit committee of the Company Board have not been advised of (A) any significant deficiencies or material weaknesses in the aggregate do not exceed $100,000design or operation of internal control over financial reporting which adversely affect the Company’s ability to record, process, summarize and report financial information, and there do (B) any fraud, whether or not exist material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Any material change in internal control over financial reporting and any circumstances that could reasonably significant deficiency or material weakness in the design or operation of internal control over financial reporting required to be expected disclosed in any Company SEC Report has been so disclosed and each significant deficiency and material weakness previously so disclosed has been remediated. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of The Nasdaq Stock Market. (d) The Company is not a party to, or does not have any commitment to result become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities or obligationsof, the Company in the Company SEC Reports.

Financial Statements. (a) The Company has previously delivered made available to Parent Purchaser copies of (1) the audited consolidated balance sheets statements of financial condition of the Company (including its Subsidiaries) as of November 30, 1995, November 30, 1996 December 31 for the fiscal years 2008 and November 30, 19972009, and the related consolidated statements of operations, of comprehensive income, of changes in stockholders' equity shareholders’ equity, and of cash flows for the fiscal years 1996 2007 through 19972009, inclusive, included as reported in the Company's Annual Report on Form Company 10-KSB for K, in each case accompanied by the fiscal year ended November 30audit report of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of and (2) the unaudited consolidated balance sheets statements of financial condition of the Company (including its Subsidiaries) as of May March 31, 1998, 2010 and the related unaudited consolidated statements of income operations, of comprehensive income, of changes in shareholders’ equity and of cash flows for the six months three-month periods ended May March 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 2009 and March 31, 1998 2010. The December 31, 2009 consolidated statement of financial condition of the Company (including the related notes, where applicable) fairly presents in all material respects the consolidated financial position of the Company (including its Subsidiaries) as of the date thereof, and the other financial statements referred to in this Section 2.2(g) (including the related notes, where applicable) fairly present in all material respects, and the financial statements to be filed by the Company with the SEC under after the Exchange Act. The audited date of this Agreement will fairly present in all material respects (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations, comprehensive income, changes in shareholders’ equity, cash flows and the consolidated financial statements and unaudited consolidated interim financial statements position of the Company (including its Subsidiaries) for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) in all material respects complies, and its Subsidiaries included or incorporated the financial statements to be filed by reference in the Company with the SEC Reports after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (as hereinafter definedincluding the related notes, where applicable) has been, and the financial statements to be filed on or by the Company with the SEC after November 30the date of this Agreement will be, 1995 have been prepared in accordance with generally accepted accounting principles ("“GAAP"”) consistently applied during the periods involved (involved, except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSBQ. There is no transaction, arrangement or other relationship between the Company, the Bank or any Subsidiary and an unconsolidated or other Affiliated entity that is not reflected on the financial statements specified in this Section 2.2(g). The books and records of the Company, complied as of their respective dates the Bank and the Subsidiaries in all material respects have been, and are being, maintained in accordance with applicable legal and accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position reflect only actual transactions. ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP has not resigned or been dismissed as independent public accountants of the Company and its Subsidiaries as a result of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, or in the case of connection with any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent disagreements with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities on a matter of accounting principles or obligations of any nature whatsoever (whether absolutepractices, accrued, contingent financial statement disclosure or otherwise) which are not adequately reserved auditing scope or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsprocedure.

Financial Statements. (a) The Company has previously delivered to Parent copies Attached as Schedule 3.4 of the audited consolidated Disclosure Schedules are (i) the unaudited balance sheets sheet of the Company Business as of November September 30, 1995, November 2000 and December 30, 1996 and November 2000 (the "BALANCE SHEETS"), (ii) the unaudited balance sheet of the Business as of September 30, 1997, 1999 and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and (iii) the related unaudited consolidated statements of income and cash flows of the Business for the six months years ended May 31September 30, 19981999, included in the Company's Quarterly Report on Form 10-QSB September 30, 2000 and for the quarter ended May 31December 30, 1998 filed with 2000 (the SEC under the Exchange Act. The audited consolidated financial statements referred to in clauses (i), (ii) and unaudited consolidated interim (iii) above and the accompanying notes thereto are referred to herein collectively as the "FINANCIAL STATEMENTS"), which have been extracted from the books and records of Seller, which books and records are the basis of the Seller's preparation of financial statements audited by Deloitte & Touche LLP. Except as disclosed in the Financial Statements or on Schedule 3.4 of the Company and its Subsidiaries included or incorporated by reference in Disclosure Schedules, the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") , consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates and fairly present in all material respects with applicable accounting requirements the financial condition of the Business as of such date and the published rules and regulations results of operations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds Business for the such periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal recurring year-end adjustmentsaudit adjustments which were not or are not expected to be material in amount and the omission of financial statement footnotes that are required by GAAP). (b) Except The audited consolidated financial statements of Seller as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31of September 30, 1998 in 2000 and the ordinary course of business consistent with past practice and notes thereto, as otherwise set forth on Schedule 3.05(b) hereto, attached to the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report Seller's annual report on Form 10-QSB K, filed with the Securities and Exchange Commission on December 14, 2000, as amended, have been prepared in accordance with GAAP consistently applied and fairly present in all material respects the consolidated financial position of Seller as of the date thereof and the consolidated results of operations for the quarter ended May 31, 1998such period, except for liabilities or obligations which as indicated in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsnotes thereto.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company such party and its Subsidiaries as of November 30December 31, 1995, November 301997, 1996 and November 30, 1997, 1995 and the related consolidated statements of income, cash flows and changes in stockholders' equity and cash flows for each of the fiscal three years 1996 through in the three-year period ended December 31, 1997, inclusivetogether with the notes thereto, audited by such party's independent auditors and included in the Company's Annual Report an annual report on Form 10-KSB K as filed with the Securities and Exchange Commission (the "SEC") (collectively, the "Audited Financial Statements"), and the consolidated balance sheet of such party and its Subsidiaries as of March 31, 1998 and related consolidated statements of income, cash flows and changes in stockholders' equity for the fiscal year three-month period ended November 30March 31, 1997 1998 included in a quarterly report on Form 10-Q as filed with the SEC under (collectively, the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998"Unaudited Financial Statements", and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed together with the SEC under Audited Financial Statements, the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined"Financial Statements") filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") consistently applied during ), present fairly the consolidated financial position of such party and its Subsidiaries at the dates and the consolidated results of operations, changes in stockholders' equity and cash flows of such party and its Subsidiaries for the periods involved (except as may be indicated in the notes thereto orstated therein, subject, in the case of the unaudited statementsUnaudited Financial Statements, as permitted by Form 10to normal year-QSB)end audit adjustments, complied as and are derived from the books and records of their respective dates such party and its Subsidiaries, which are complete and accurate in all material respects and have been maintained in all material respects in accordance with applicable accounting requirements laws and the published rules and regulations regulations. Neither such party nor any of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, has any material contingent liabilities that are not described in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for statements described above other than liabilities incurred since May 31, 1998 in the ordinary course of such party's business consistent with past practice practice, or in connection with this Agreement and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationstransactions contemplated hereby.

Financial Statements. (ai) The Company has previously delivered to Parent copies audited balance sheets at December 31 in each of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 years 2004 and November 30, 19972005, and the related consolidated audited statements of income, changes in stockholders' shareholder equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the notes related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements thereto of the Company and its Subsidiaries included or incorporated by reference in subsidiaries on a consolidated basis for each of the fiscal years then ended (the “Audited Financial Information”), (ii) the unaudited consolidated balance sheet of the Company SEC Reports and its subsidiaries at September 30, 2006 and related unaudited statements of income, changes in shareholder equity and cash flows and notes related thereto of the Company and its subsidiaries on a consolidated basis as of and for the nine-month period then ended (as hereinafter definedthe “September 30, 2006 Financial Information”), and (iii) filed on or after an unaudited consolidated balance sheet of the Company and its subsidiaries at November 30, 1995 2006 (the “Reference Balance Sheet” and together with the September 30, 2006 Financial Information, the “Unaudited Financial Information”) and related unaudited statements of income, changes in shareholder equity and cash flows and notes related thereto of the Company and its subsidiaries as of and for the eleven-month period then ended (the “Reference Income Statement”), including in each case the notes thereto (such information in items (i), (ii) and (iii) collectively, the “Company Financial Information”) have been delivered to Parent. The Reference Balance Sheet is included as Exhibit 3.10(a) hereto. As of the date hereof, the Company has not made or declared any dividends on the Company Stock since the date of the Reference Balance Sheet. (b) The Company Financial Information has been (i) derived from the books of account and other financial records of the Business and (ii) prepared in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during applied, subject only to normal recurring year-end adjustments and the periods involved (absence of notes for the Unaudited Financial Information and except as may be indicated otherwise expressly provided in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates Company Financial Information. The Company Financial Information fairly presents in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries subsidiaries as of the respective dates thereof and the their consolidated income results of operations and retained earnings and sources and applications of funds cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP notes and normal and recurring year-end audit adjustments). (bc) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet The corporate minute books of the Company included and its Subsidiaries that have been made available to the Parent for inspection are complete and correct in all material respects. A true and complete list of the incumbent directors and officers of the Company and each Subsidiary of the Company attached as Section 3.10(c) of the Company Disclosure Letter. (d) The Company maintains in all material respects internal controls over financial reporting (“Internal Controls”) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Quarterly Report on Form 10-QSB for the quarter ended May 31consolidated Subsidiaries, 1998, except for liabilities or obligations which (ii) provides reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in the aggregate do not exceed $100,000accordance with GAAP, and there do not exist any circumstances that receipts and expenditures of the Company and its consolidated Subsidiaries are being made only in accordance with authorizations of management and directors of the Company and its consolidated Subsidiaries and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its consolidated Subsidiaries that could reasonably be expected to result in such liabilities or obligationshave a material effect on the financial statements.

Financial Statements. Seller has delivered to Buyer (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30and its Subsidiaries dated December 31, 1995, November 30, 1996 2015 and November 30, 19972014, and the related audited consolidated statements of incomeoperations, changes in stockholders' equity members’ (deficit) equity, and cash flows for of the fiscal years 1996 through 1997Company and its Subsidiaries, inclusivetogether with all related notes and schedules thereto, included in accompanied by the reports thereon of the Company's Annual Report on Form 10-KSB for ’s independent auditors (the fiscal year ended November 30“Audited Financial Statements”), 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of and (b) the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements (balance sheet and unaudited consolidated interim financial statements income statement) of the Company and its Subsidiaries included or incorporated by reference in for the Company SEC Reports ten-month period ended October 31, 2016 (as hereinafter defined) filed on or after November 30the “Interim Financial Statements” and, 1995 collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in all material respects in accordance with generally accepted accounting principles ("GAAP") consistently GAAP applied during on a consistent basis throughout the periods involved (indicated, except as may be indicated in the notes thereto orand subject, in the case of the unaudited statementsInterim Financial Statements, as permitted by Form 10to the absence of footnotes and normal year-QSB), complied as of their respective dates end adjustments. The Financial Statements fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position condition and operating results of the Company and its Subsidiaries as of the dates thereof dates, and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (periods, indicated therein, subject, in the case of any unaudited interim financial statementsthe Interim Financial Statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) . Except as set forth in the Financial Statements or on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto2.06, the Company does not have any liabilities has no debts, obligations or obligations of any nature whatsoever (whether absolute, accruedliabilities, contingent or otherwise, whether or not required under GAAP to be reflected in the Company’s financial statements, other than liabilities incurred in the Ordinary Course of Business subsequent to October 31, 2016 (the “Financial Statement Date”) which or that, individually or in the aggregate, are not adequately reserved material to the financial condition or reflected on the balance sheet operating results of the Company included and its Subsidiaries, taken as a whole. The Company maintains a standard system of accounting established and administered in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsaccordance with GAAP.

Financial Statements. (a) The Company Buyer has previously delivered made available to Parent the Seller copies of (i) the audited consolidated balance sheets of the Company Buyer and its subsidiaries as of November 30December 31 for the fiscal years 1998 and 1999 and the related consolidated statements of income, 1995changes in shareholders' equity and cash flows for the fiscal years 1997 through 1999, November 30inclusive, 1996 as reported in the Buyer's 1999 Annual Report on Form 10-K, and November 30(ii) the unaudited consolidated financial statements of the Buyer and its subsidiaries as of March 31, 19972000 and March 31, 1999 as reported on the Buyer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, and the related unaudited consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997three month period then ended. The December 31, inclusive1999 consolidated balance sheet of the Buyer (including the related notes, included where applicable) fairly presents in all material respects the consolidated financial position of the Buyer and its subsidiaries as of the date thereof, and the other financial statements referred to in this Section 5.06 (including the related notes where applicable) fairly present in all material respects, (subject, in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies case of the unaudited consolidated balance sheets statements, to audit adjustments normal in nature and amount and the addition of customary notes) in all material respects, the results of the Company consolidated operations and changes in shareholders' equity and consolidated financial position of the Buyer for the respective fiscal periods or as of May 31, 1998, the respective dates therein set forth and each of such statements (including the related unaudited consolidated statements of income and cash flows for the six months ended May 31notes, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter definedwhere applicable) filed on or after November 30, 1995 have has been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during the periods involved (involved, except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and Q under the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)Exchange Act. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. Premier has previously made available to Northern Illinois copies of (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company Premier and its Subsidiaries as of November 30December 31, 1995, November 30, 1996 1993 and November 30, 1997, 1994 and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997ended December 31, 1992, 1993 and 1994, inclusive, included as reported in the CompanyPremier's Annual Report on Form 10-KSB K for the fiscal year ended November 30December 31, 1997 1994 filed with the SEC under the Exchange Act. The Company has also previously delivered , in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Parent copies of Premier, and (b) the unaudited consolidated balance sheets sheet of the Company Premier and its Subsidiaries as of May 31September 30, 19981995 and September 30, 1994 and the related unaudited consolidated statements of income and income, cash flows and changes in stockholders' equity for the six months three- and nine-month periods then ended May 31, 1998, included as reported in the CompanyPremier's Quarterly Report on Form 10-QSB Q for the quarter period ended May 31September 30, 1998 1995 filed with the SEC under the Exchange ActAct (the "Premier Third Quarter 10-Q"). The audited December 31, 1994 consolidated balance sheet of Premier (including the related notes, where applicable) fairly presents the consolidated financial statements and unaudited consolidated interim financial statements position of the Company Premier and its Subsidiaries included as of the date thereof, and the other financial statements referred to in this Section 4.7 (including the related notes, where applicable) fairly present the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Premier and its Subsidiaries for the respective fiscal periods or incorporated by reference in as of the Company SEC Reports (as hereinafter defined) filed on or after November 30respective dates therein set forth, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto orsubject, in the case of the unaudited statements, as permitted by Form 10-QSB)to recurring audit adjustments normal in nature and amount; each of such statements (including the related notes, complied as of their respective dates where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods then ended (subjectinvolved, except, in each case, as indicated in such statements or in the notes thereto or, in the case of any unaudited interim financial statements, to the absence of footnotes required as permitted by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000Q. The books and records of Premier and its Subsidiaries have been, and there do not exist are being, maintained in all material respects in accordance with GAAP and any circumstances that could reasonably be expected to result in such liabilities or obligationsother applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. (a) The Company has previously Companies have delivered to Parent Purchaser true and complete copies of (i) the audited consolidated balance sheets of Seller and the Company Latisys Companies as at December 31, 2012 and December 31, 2013 and the related audited statements of income of Seller and the Latisys Companies for the years then ended and (ii) the unaudited consolidated balance sheet of Seller and the Latisys Companies as at November 30, 1995, November 30, 1996 2014 (the “Interim Balance Sheet”; and November 30, 1997, and 2014 is referred to as the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, “Balance Sheet Date”) and the related unaudited consolidated statements of income of Seller and cash flows the Latisys Companies for the six months eleven (11)-month period then ended May 31(such unaudited statements, 1998including the related notes and schedules thereto, included are referred to herein as the “Financial Statements”). Except as set forth in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31notes thereto and as disclosed in Schedule 4.6, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements each of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have Financial Statements has been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates and presents fairly in all material respects with applicable accounting requirements the financial position, results of operations and cash flows of Seller and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries Latisys Companies as of at the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended indicated therein; provided that the Financial Statements described in clause (subjectii) are subject to adjustments with respect to depreciation and amortization, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto adjustments and lack footnotes and other non-material presentation items. As of the date of this Agreement, none of the Latisys Companies have received any material written complaint or allegation regarding deficient accounting practices, procedures or methods of the Latisys Companies or their internal accounting controls, it being understood and agreed, for liabilities incurred since May 31clarity, 1998 that the foregoing shall not apply to any notes or recommendations contained in audit letters and reports that have been made available to Purchaser prior to the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretodate hereof. During the periods covered by the Financial Statements, the Company does Seller has not have any conducted operations, and has had no material liabilities or obligations of any nature whatsoever (whether absoluteassets, accruedother than the Shares, contingent or otherwise) cash and cash equivalents, and intercompany loans which are not adequately reserved or reflected on the balance sheet no longer outstanding as of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsdate hereof.

Financial Statements. Receipt by the Administrative Agent and the Lenders of (ai) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Credit Parties and its their Subsidiaries included or incorporated including balance sheets and income and cash flow statements for each of the fiscal years ending December 31, 1996, 1997 and 1998, in each case audited by reference nationally recognized independent public accountants and containing an unqualified opinion of such firm that such statements present fairly, in all material respects, the Company SEC Reports financial position and results of operations of the Credit Parties and their Subsidiaries, and are prepared in conformity with GAAP, (ii) the unaudited quarterly financial statements of the Credit Parties and their Subsidiaries for the fiscal quarter most recently ending, (iii) unaudited pro forma consolidated balance sheet of the Credit Parties and their Subsidiaries giving effect to the Merger as hereinafter defined) filed if such Merger had occurred on or July 31, 1999; provided that if the Initial Funding Date is after November 15, 1999, unaudited pro forma consolidated balance sheet of the Credit Parties and their Subsidiaries giving effect to the Merger as if such Merger had occurred on September 30, 1995 have been 1999, each in form and substance acceptable to the Administrative Agent, and (iv) unaudited pro forma income statement of the Credit Parties and their Subsidiaries (including a calculation of EBITDA) giving effect to the Merger for the trailing twelve month period subsequent to the most recently completed fiscal quarter end, in form and substance acceptable to the Administrative Agent and (v) pro forma annual projections for each twelve month period through the fiscal year ending December 31, 2005, as updated through the Initial Funding Date (collectively, the "Projections"), each in form and substance acceptable to the Administrative Agent. All pro forma financial statements shall be prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in requirements of Regulation S-X under the notes thereto or, in the case Securities Act of the unaudited statements1933, as permitted by Form 10-QSB)amended, complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report a Registration Statement under such Act on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsS-1.

Financial Statements. (a) The Company has previously delivered to Parent copies Except as set forth in Section 3.7 of the Disclosure Schedule, the audited consolidated balance sheets of the Company MLP as of November 30at December 31, 19951997, November 30December 31, 1996 and November 30December 31, 1997, 1995 and the related consolidated audited statements of income, changes in stockholderspartners' equity interests and cash flows of MLP for the fiscal years 1996 through 1997then ended, inclusivetogether with the notes related thereto, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Documents have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates thereto) and present fairly in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries MLP as of at the dates thereof and the consolidated income results of its operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)ended. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in Section 3.7 of the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretoDisclosure Schedule, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the unaudited condensed consolidated balance sheet of MLP as at September 30, 1998 (the Company "Balance Sheet") and the related unaudited condensed consolidated statements of income and cash flows of MLP for the nine months then ended, together with the notes thereto included in the SEC Documents, have been prepared in accordance with GAAP for interim financial information applied on a consistent basis during such interim period (except as may be indicated in the notes thereto) and, subject to normal year-end audit adjustments (which, in the aggregate, will not be material), in all material respects present fairly the consolidated financial position of MLP as at the date thereof and the consolidated results of its Quarterly Report on Form 10-QSB operations and cash flows for the quarter ended May 31period then ended. September 30, 1998, except for liabilities or obligations which in 1998 is referred to herein as the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations"Balance Sheet Date."

Financial Statements. (a) The Company has previously delivered made available to Parent copies of (a) the audited consolidated balance sheets statements of financial condition of the Company and its Subsidiaries as of November 30December 31, 1995, November 30, 1996 2002 and November 30, 19972003, and the related consolidated statements of income, changes in stockholders' shareholders’ equity and cash flows for the fiscal years 1996 through 1997ended December 31, inclusive2001, included 2002 and 2003, in each case accompanied by the audit report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP (the “Accounting Firm”), independent public accountants with respect to the Company's Annual Report on Form 10-KSB for , (b) the fiscal year ended November 30notes related thereto, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of (c) the unaudited consolidated balance sheets statement of financial condition of the Company and its Subsidiaries as of May March 31, 1998, 2004 and the related unaudited consolidated statements of income and cash flows for the six three (3) months ended May March 31, 19982004 and 2003 and (d) the notes related thereto (collectively, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act“Company Financial Statements”). The audited consolidated financial statements and unaudited consolidated interim financial statements of Accounting Firm is independent with respect to the Company and its Subsidiaries to the extent required by Regulation S-X of the SEC. The consolidated statements of financial condition of the Company (including the related notes, where applicable) included or incorporated by reference within the Company Financial Statements fairly present, and the consolidated statements of financial condition of the Company (including the related notes, where applicable) to be included in the Company SEC Reports (as hereinafter defined) S-4 to be filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretopursuant to this Agreement will fairly present, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof thereof, and the consolidated income statements of income, changes in shareholders’ equity and retained earnings cash flows (including the related notes, where applicable) included within the Company Financial Statements fairly present, and sources the consolidated statements of income, changes in shareholders’ equity and applications cash flows of funds the Company (including the related notes, where applicable) to be included in the S-4 to be filed with the SEC pursuant to this Agreement will fairly present, the consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for the respective fiscal periods then ended therein set forth; each of the Company’s consolidated financial statements (subjectincluding the related notes, where applicable) to be included in the S-4 to be filed with the SEC pursuant to this Agreement will comply, with accounting requirements applicable to financial statements to be included in the S-4 and with the published rules and regulations of the SEC with respect thereto, including without limitation Regulation S-X; and each of the Company Financial Statements (including the related notes, where applicable) has been, and each of such consolidated financial statements (including the related notes, where applicable) to be included in the S-4 to be filed with the SEC pursuant to this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except, in the case of any unaudited interim financial statements, as permitted by the SEC with respect to financial statements included on Form 10-Q. The books and records of the absence of footnotes required by Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and normal year-end adjustments)any other applicable legal and accounting requirements. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May and to the extent reflected, disclosed or reserved against in the Company Financial Statements (including the notes thereto), as of December 31, 1998 2003, neither the Company nor any of its Subsidiaries had any liabilities, whether absolute, accrued, contingent or otherwise, material to the financial condition of the Company and its Subsidiaries on a consolidated basis which were required to be so disclosed under GAAP. Since December 31, 2003, neither the Company nor any of its Subsidiaries have incurred any liabilities except in the ordinary course of business consistent with past practice and practice, except as otherwise set forth on Schedule 3.05(bspecifically contemplated by this Agreement. (c) heretoTo the extent required, the Company does not and the Company Bank have any liabilities or obligations in place “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) of any nature whatsoever the Securities Exchange Act of 1934, as amended (whether absolutethe “Exchange Act”), accrued, contingent or otherwise) which are not adequately reserved or reflected on to allow the balance sheet Company’s management to make timely decisions regarding required disclosures and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company included in its Quarterly Report on Form 10-QSB for required under the quarter ended May Exchange Act. Since March 31, 19982004, except for liabilities or obligations which there has not been any material change in the aggregate do not exceed $100,000internal controls utilized by the Company to assure that its consolidated financial statements conform with GAAP. Without limiting the generality of the foregoing, the Company’s disclosures and controls are designed and maintained to ensure that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, (v) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and there do (vi) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. None of the Company’s or any Company Subsidiary’s records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not exist any circumstances that could reasonably be expected to result in such liabilities under the exclusive ownership and direct control of the Company or obligationsthe Company Subsidiaries or accountants.

Financial Statements. (aAttached as Section 4.03(f) The Company has previously delivered to Parent of the Constellation OP Disclosure Letter are copies of the audited consolidated following: (i) unaudited combined balance sheets sheets, combined statements of operations and comprehensive income and combined statements of equity with respect to the Company Contributed Entities on an aggregate basis, as of November and for the fiscal years ended December 31, 2016 and 2015 (the “Contributed Entity Annual Financial Statements”), (ii) the unaudited combined balance sheet as of June 30, 1995, November 30, 1996 and November 30, 1997, 2017 and the related consolidated statements of income, changes in stockholders' equity operations and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, comprehensive income and the related unaudited consolidated statements of income equity as of and cash flows for the six (6) months ended May 31June 30, 19982017 (the “Contributed Entity Second Quarter Financial Statements”), included and (iii) any financial statements prepared and delivered for any other reporting period subsequent to June 30, 2017, each of the financial statements described in the Company's Quarterly Report on Form 10-QSB for foregoing clauses (i)—(iii) unaudited and with any footnotes in draft format only (the quarter ended May 31, 1998 filed “Contributed Entity Interim Financial Statements,” and collectively with the SEC under Contributed Entity Annual Financial Statements and Contributed Entity Second Quarter Financial Statements, the Exchange Act“Contributed Entity Financial Statements”). The audited consolidated financial statements Contributed Entity Financial Statements (1) have been prepared from, are in accordance with and unaudited consolidated interim financial statements accurately reflect the books and records of the Company and its Subsidiaries included or incorporated by reference Contributed Entities in the Company SEC Reports all material respects, (as hereinafter defined2) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except for the absence of footnotes) consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments) in all material respects, and (3) fairly present in all material respects the consolidated financial position of the Contributed Entities as permitted by Form 10of the date of such statement in accordance with GAAP (except for the absence of footnotes) consistently applied during the periods involved (except in each case as may be noted therein, and subject to normal year-QSBend audit adjustments). It is understood, however, that the Contributed Entities have not been operating historically as a separate “standalone” entity or reporting segment and, therefore, when the Contributed Entity Annual Financial Statements (including footnotes) are audited (the “Contributed Entity Audited Financial Statements”), complied and the Contributed Entity Audited Financial Statements, Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements are filed in connection with the Form S-4, they will (A) with respect to the Contributed Entity Audited Financial Statements, (i) contain an unqualified report from the Contributed Entities’ independent registered public accountant(s) and (ii) conform to the Contributed Entity Annual Financial Statements in all material respects except for any material audit-related adjustments and corresponding adjustments to footnotes; (B) with respect to the Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements, conform to the Contributed Entity Audited Financial Statements (except that such Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements will not include year-end adjustments and footnote disclosures); (C) comply as of their respective dates to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (D) be prepared from, and be in accordance with and accurately reflect the books and records of the Contributed Entities; (E) be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) in all material respects and (F) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries each Contributed Entity as of the dates thereof date of such statement, and each of the statements of income and changes in stockholders’ equity and cash flows or equivalent statements (including any related notes and schedules thereto) fairly present in all material respects, the consolidated income results of operations, changes in stockholders’ equity and retained earnings and sources and applications changes in cash flows, as the case may be, of funds each Contributed Entity for the periods then ended (subjectto which those statements relate, in each case in accordance with GAAP consistently applied during the periods involved (except in each case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustmentsas may be noted therein). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company has previously delivered or made available to Parent Purchaser copies of (a) the audited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries (including the Company Subsidiary) as of November 30, 1995, November 30, 1996 December 31 for the fiscal years 1997 and November 30, 19971998, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 19971998, inclusive, included as reported in the Company's Annual Report on Form 10-KSB K (as amended) for the fiscal year ended November 30December 31, 1997 1998, filed by the Company with the SEC under the Exchange Act. The Company has also previously delivered , in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to Parent copies of the Company, and (b) the unaudited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries (including the Company Subsidiary) as of May 31September 30, 1998, 1999 and the related unaudited consolidated statements statement of income income, changes in stockholders' equity and cash flows for the six months nine-month period then ended May 31, 1998, included as reported in the Company's Quarterly Report on Form 10-QSB Q (as amended) for the quarter ended May 31September 30, 1998 1999 filed with the SEC under the Exchange Act. The audited consolidated Such financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries (including the Company Subsidiary) as of the dates thereof shown and the results of the consolidated income operations, changes in stockholders' equity and retained earnings cash flows of the Company and sources and applications of funds its consolidated Subsidiaries (including the Company Subsidiary) for the respective fiscal periods then ended (subjector as of the respective dates therein set forth; and each of such statements has been prepared in accordance with GAAP consistently applied during the periods involved, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and except as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsnotes thereto.

Financial Statements. (a) The Company Purchaser has previously delivered made available to Parent the Company copies of (i) the audited consolidated balance sheets of the Company Purchaser and its Subsidiaries as of November 30December 31, 19952011 and 2010 and related consolidated statements of income, November 30stockholders’ equity and comprehensive income and cash flows for each of the three years in the three-year period ended December 31, 1996 2011, together with the notes thereto, accompanied by the audit report of Purchaser’s independent registered public accounting firm, as reported in Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC and November 30(ii) the unaudited consolidated balance sheets of Purchaser and its Subsidiaries as of March 31, 1997, 2012 and the related consolidated statements of income, changes in stockholders' stockholder’s equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year three months ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May March 31, 19982012, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included as reported in the Company's Purchaser’s Quarterly Report on Form 10-QSB Q for the quarter three months ended May March 31, 1998 2012 filed with the SEC under the Exchange ActSEC. The audited consolidated Such financial statements were prepared from the books and unaudited consolidated interim financial statements records of the Company Purchaser and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30Subsidiaries, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto orfairly presented, in the case of the unaudited statementswhen filed, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company Purchaser and its Subsidiaries in each case at and as of the dates thereof indicated and the consolidated income results of operations and retained earnings cash flows of Purchaser and sources and applications of funds its Subsidiaries for the periods then ended (subjectindicated, and, except as otherwise set forth in the case of any notes thereto, were prepared in accordance with GAAP consistently applied throughout the periods covered thereby; provided, however, that the unaudited financial statements for interim financial statements, periods are subject to the absence of footnotes required by GAAP and normal year-end adjustments). adjustments (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 which will not be material individually or in the ordinary course aggregate) and lack footnotes to the extent permitted under applicable regulations. The books and records of business consistent with past practice Purchaser and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not its Subsidiaries have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000been, and there do not exist are being, maintained in all material respects in accordance with GAAP and any circumstances that could reasonably be expected to result in such liabilities or obligationsother legal and accounting requirements and reflect only actual transactions.

Financial Statements. (a) The Company Red Cat has previously delivered to Parent copies Unusual a true and complete copy of the audited consolidated balance sheets sheet of the Company Target Companies as of November April 30, 1995, November 30, 1996 2021 and November 30, 19972022, and the related audited consolidated statements profit and loss statement, statement of income, cash flow and statement of changes in stockholders' ’ equity and cash flows of the Target Companies for the fiscal years 1996 through 1997, inclusive, included in period ending on such dates together with the Company's Annual Report on Form 10-KSB same financial statements for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, three and the related unaudited consolidated statements of income and cash flows for the six months ended May July 31 and October 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements 2021 and unaudited consolidated 2022 which interim financial statements have been reviewed by Red Cat’s auditors (collectively, the “Target Companies’ Financial Statements”). Each of the Company consolidated Target Companies’ Financial Statements (including, in each case, any notes and its Subsidiaries included or incorporated by reference in the Company SEC Reports schedules thereto) : (as hereinafter definedi) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles the books of accounts and records of the Target Companies; ("GAAP"ii) consistently complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto as of their respective dates; (iii) was prepared in accordance with GAAP applied during on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto orand, in the case of the unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-QSBQ), complied as ; (iv) reflected the effects of their respective dates COVID-19 and COVID-19 Measures on the Target Companies and include adequate provisions to reflect the material effects of COVID-19 and COVID-19; and (v) fairly presented in all material respects with applicable accounting requirements the consolidated financial position and the published results of operations, changes in stockholders’ equity, and cash flows of the Target Companies and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by the applicable rules and regulations of the SEC (but only if the effect of such adjustments would not, individually or in the aggregate, be material). The Target Companies’ Financial Statements will (a) be prepared in accordance with respect theretothe books of account and records of each Target Company for the six months ended October 31, 2021 and fairly present 2022 and will be true, correct and complete statements in all material respects of the consolidated financial position condition of each Target Company as the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)Closing Date. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company Seller has previously delivered to Parent Buyer unaudited financial statements of Seller and Subsidiary relating to the Business consisting of (i) an unaudited balance sheet as of June 30, 1997 (the "June Balance Sheet"), and (ii) an unaudited balance sheet, and a related statement of operating expenses, as of and for the period ended December 31, 1996, (the "December 31, 1996 Financial Statements") (the June Balance Sheet and the December 31, 1996 Financial Statements are collectively referred to herein as the "Financial Statements"). True, correct and complete copies of the audited consolidated balance sheets Financial Statements are attached as Schedule 4.3A hereto. The Financial Statements fairly present the financial condition of the Company Business and the results of its operations as of November 30, 1995, November 30, 1996 the relevant dates thereof and November 30, 1997for the respective periods covered thereby, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) principles. Except as set forth in Schedule 4.3B, Schedule 1.2 and Schedule 4.6 neither Seller nor Subsidiary has any debts, obligations, liabilities or commitments of any nature relating to the Business, whether due or to become due, absolute, contingent or otherwise, that, in accordance with GAAP, are required to be disclosed in a balance sheet or the footnotes thereto, and are not shown on Schedule 3.05(b) hereto for the June Balance Sheet delivered pursuant hereto, other than liabilities incurred since May 31after June 30, 1998 1997 in the ordinary course of business and consistent with past practice practice. Such post-June 30, 1997 liabilities have not had, and as otherwise are not expected to have, individually or in the aggregate, a material adverse effect on the financial condition or results of operations or prospects of Subsidiary or the Business. As to each liability, debt, obligation or commitment, fixed or contingent, that is set forth on Schedule 3.05(b4.3B and is included in the Assumed Obligations, Seller shall provide the following information, in writing as an attachment to such Schedule: (i) heretoa summary description of the liability, debt, obligation or commitment, together with copies of all relevant documentation relating thereto, the Company does not have amounts claimed and any liabilities other action or obligations of any nature whatsoever (whether absoluterelief sought and, accruedif in connection with a claim, contingent suit or otherwise) which are not adequately reserved or reflected on proceeding, the balance sheet name of the Company included claimant and all other parties involved therewith and the identity of the court or agency in its Quarterly Report on Form 10-QSB for the quarter ended May 31which such claim, 1998, except for liabilities suit or obligations which in the aggregate do not exceed $100,000proceeding is being prosecuted, and there do not exist (ii) the best estimate of Seller of the maximum amount, if any, which is likely to become payable with respect to any circumstances that could reasonably contingent liability. For purposes hereof, if no written estimate is provided, such best estimate shall be expected deemed to result in such liabilities or obligationsbe zero.

Financial Statements. (a) The Company has previously delivered to Parent copies Attached as Schedule 2.6 hereto are (i) an unaudited balance sheet of the del Caribe as of December 31, 2000; (ii) audited consolidated balance sheets of the Company Partnership as of November 30December 31, 1995, November 30, 1996 1999 and November 30, 19972000, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited audited consolidated statements of income and cash flows for the six months ended years then ended; (iii) actual and pro forma unaudited balance sheets of del Caribe as of May 31, 1998, included in 2001; and (iv) an unaudited consolidated balance sheet of the Company's Quarterly Report on Form 10-QSB for the quarter ended Partnership as of May 31, 1998 filed 2001, and related unaudited statements of income and cash flows for the five month period then ended (such statements specified in clauses (i) through (iv), together with the SEC under related notes thereto, collectively, the Exchange Act"Financial Statements"). The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto orapplied, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates and fairly present in all material respects with applicable accounting requirements the financial condition of del Caribe and the published rules and regulations of the SEC with respect theretoPartnership, and fairly present the consolidated financial position of the Company and its Subsidiaries respectively, as of the dates thereof and the consolidated income and retained earnings and sources and applications results of funds their operations for the periods then ended (subjectcovered thereby except, in the case of any unaudited interim financial statementsthe Financial Statements of del Caribe and the Financial Statements of the Partnership at and for the five months ended May 31, to 2001, for the absence of footnotes required by GAAP notes, certain pro forma adjustments and other matters noted therein and subject to normal recurring year-end adjustments). Neither del Caribe nor the Partnership has any liability or obligation (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would have a Material Adverse Effect, other than (w) liabilities reflected (but only to the extent so reflected) or reserved against in the Financial Statements, (x) liabilities or obligations that have arisen since May 31, 2001 in the ordinary course of business, none of which, individually or in the aggregate, would have a Material Adverse Effect, (y) liabilities or obligations disclosed herein or in any schedule hereto, or (z) liabilities or obligations incurred in accordance with the terms of this Agreement or any Contract. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since Since May 31, 1998 2001, there has not been any event, circumstance, condition, development or occurrence causing, resulting in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationshaving a Material Adverse Effect.

Financial Statements. (a) The Company Seller has previously delivered to Parent copies the Purchaser the following financial statements of the Company, all of which are attached to this Agreement as Schedule 2.8: (i) audited consolidated income statements for the years ended June 30, 2000 and June 30, 2001 and unaudited income statements and statements of cash flow for the nine-month period and quarter ended March 31, 2002; (ii) audited balance sheets as of June 30, 2000 and June 30, 2001 and an unaudited balance sheet as of March 31, 2002 (the "Balance Sheet"); and (iii) a pro forma income statement and cash flow statements for the year ended June 30, 2002 and a pro forma balance sheet as of June 30, 2002. The financial statements referred to in clauses (i) and (ii) are hereinafter collectively referred to as the "Historical Financial Statements", and financial statements referred to in clause (iii) are collectively referred to as the "Pro forma Financial Statements". The Historical Financial Statements (i) have been prepared in conformity with Swiss Accounting Standards consistently applied with prior periods, and (ii) fairly present the financial condition and results of operations of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectindicated therein. The books of account, in financial data, schedules and other records of the case Company, including any of any unaudited interim financial statements, the foregoing delivered or made available to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31Purchaser or its representatives in connection with the transactions contemplated hereby, 1998 have been maintained in the ordinary course of business consistent with past practice of the Company, and as otherwise set forth on Schedule 3.05(b) heretothere are no material misstatements, mistakes or omissions therein, and there have been no transactions involving the Company does that properly should have been reflected in the Historical Financial Statements in accordance with such accounting principles that have not have any liabilities or been reflected therein. The Balance Sheet accurately reflects all liabilities, obligations and commitments of any nature whatsoever (whether absolute, accrued, contingent or otherwiseotherwise and whether matured or unmatured) which are not adequately reserved of the Company, except (a) liabilities, obligations or reflected on commitments incurred since the balance sheet date of the Balance Sheet in the ordinary course of business of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for and consistent with past practice and (b) other liabilities or obligations which not required to be shown on a balance sheet prepared in accordance such accounting principles. The Pro forma Financial Statements represent the best estimate by Seller and management of the Company for the operating results and financial condition of the Company for the period and as of the date of the Pro forma Financial Statements, based on reasonable assumptions and taking into account all known trends in the aggregate do not exceed $100,000, Company's business and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsoperations.

Financial Statements. (a) The Company has previously delivered to Parent copies of the Attached as Schedule 5.4(a) hereto are (i) audited consolidated year-end balance sheets of the Company Seller as of November December 31, 2001, 2002 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 19952004 and the related unaudited statements of operations, November partners' capital and cash flows of Seller for the four months ended April 30, 1996 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and November 30(ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, 1997in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the related consolidated statements results of income, changes in stockholders' equity its operations and cash flows for the fiscal years 1996 through 1997then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, inclusivein all material respects, included in the CompanySeller's Annual Report on Form 10-KSB for the fiscal year ended November financial position at April 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 19982004, and the related unaudited consolidated statements results of income its operations and cash flows for the six four months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectin conformity with GAAP applied on a consistent basis, in the case of any unaudited interim financial statements, subject to the absence of footnotes required by GAAP and normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date." (b) No general partner of Seller and no officer or management employee of Seller or its general partner has ever refused to execute any certification, of any nature whatsoever, required by law, or required by any accounting, banking, financial or legal counsel in connection with the Financial Statements. (bc) Except as set forth on in Schedule 3.05(b5.4(c) hereto, in the other Schedules hereto for or in the Unaudited Financial Statements, Seller has no Indebtedness, obligation or liability required to be reflected in the Unaudited Financial Statements in accordance with GAAP, other than Indebtedness, liabilities incurred since May 31, 1998 and obligations that have arisen after the Financial Statement Date in the ordinary course of business consistent with past practice the Business (none of which is a liability resulting from breach of a Contract, Regulation, Order or warranty, tort, infringement or Claim) and the Retained Liabilities. (d) Except as otherwise set forth on in Schedule 3.05(b5.4(d) hereto, the Company does not have there is no Person that has Guaranteed, or provided any liabilities financial accommodation of, any Indebtedness, obligation or obligations liability of any nature whatsoever (whether absolute, accrued, contingent Seller or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except benefit of Seller for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsperiods covered by the Financial Statements.

Financial Statements. (a1) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company and the Company Subsidiaries as of November 30December 31, 1995, November 30, 1996 2006 and November 30, 1997, 2005 and the related consolidated statements of income, changes in stockholders' ’ equity and cash flows for the fiscal three years 1996 through 1997ended December 31, inclusive2006, together with the notes thereto, certified by PricewaterhouseCoopers LLP and included in the Company's ’s Annual Report on Form 10-KSB K for the fiscal year ended November 30December 31, 1997 2006 (the “Company 10-K”), as filed with the SEC under U.S. Securities and Exchange Commission (the Exchange Act. The Company has also previously delivered to Parent copies of “SEC”), and the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of May 31September 30, 1998, 2007 and the related unaudited consolidated statements of income income, stockholders’ equity and cash flows for the six months ended May 31, 1998quarter then ended, included in the Company's ’s Quarterly Report on Form 10-QSB Q for the quarter period ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November September 30, 1995 2007 (collectively, the “Company Financial Statements”) have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates on a consistent basis and present fairly in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its the Company Subsidiaries as of at the dates thereof and the consolidated income results of operations and retained earnings cash flows of the Company and sources and applications of funds the Company Subsidiaries for the periods then ended stated therein (subject, subject to the absence of notes and year-end audit adjustments in the case of any interim unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b2) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the The audited balance sheet sheets of the Company included in its Quarterly Report on Form 10-QSB Insurance Subsidiaries as of December 31, 2006 and the related statements of income, stockholders’ equity and cash flows for the quarter year thus ended, and their respective annual statements for the fiscal year ended May December 31, 19982006 (the “Insurance Subsidiary Annual Statements”), except as filed with any applicable Regulators, have been prepared in accordance with SAP (as defined below) applied on a consistent basis and present fairly in all material respects their respective statutory financial conditions as of such date and the results of their respective operations and cash flows for liabilities the year then ended. As used herein, “SAP” means the accounting procedures and practices prescribed or obligations which permitted from time to time by the National Association of Insurance Commissioners and adopted, permitted or promulgated by the respective states of incorporation of the Company Insurance Subsidiaries and applied in a consistent manner throughout the aggregate do not exceed $100,000periods involved. The balance sheets of the Company and the Company Subsidiaries at dates after December 31, 2006, and there do not exist any circumstances that could reasonably be expected the related statements of income, stockholders’ equity and cash flows, which have been filed with Regulators, copies of which have been made available to result the Investor by the Company, have been prepared in accordance with SAP applied on a consistent basis and present fairly in all material respects the applicable Company Insurance Subsidiaries’ respective statutory financial conditions as of such liabilities or obligationsdates and the results of their respective operations and cash flows.

Financial Statements. (a) The Company Motoguzzi has previously caused to be delivered to Parent copies North consolidated financial statements of Motoguzzi for the audited consolidated balance sheets of the Company as of November 30, 1995, November 30years ended December 31, 1996 and November 1997 audited and reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP, and unaudited consolidated financial statements of Motoguzzi for the year ended December 31, 1995 and for the three months ended March 31, 1998 and March 31, 1997 and summary unaudited consolidated financial statements for the three and six month periods ended June 30, 19971998 and June 30, 1997 (collectively, the "Motoguzzi Financial Statements"). The Motoguzzi Financial Statements, including all related notes and schedules thereto, fairly present in all material respects the consolidated financial position of Motoguzzi as at the respective dates thereof and the related consolidated statements results of income, changes in stockholders' equity operations and cash flows of Motoguzzi for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared periods indicated in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements noted therein) and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments), and in the case of summary financial statements, to omission of certain items customarily included in interim financial statements. (b) Except as set forth for liabilities, costs, expenses, debts, commitments or obligations arising in connection with this Agreement and the transactions contemplated hereby, or resulting from actions taken in furtherance of the transactions identified in Items 1 through 4 of SCHEDULE 3.08 of the Motoguzzi Disclosure Schedules attached hereto, to the knowledge of Motoguzzi, Motoguzzi, on Schedule 3.05(b) hereto a consolidated basis, has no debts, liabilities, commitments or obligations (including, without limitation, unasserted claims), whether absolute or contingent, liquidated or unliquidated, or due or to become due or otherwise except for liabilities incurred and obligations (a) reflected as liabilities on the March 31, 1998 balance sheet ("Balance Sheet"), (b) that have arisen since May March 31, 1998 in the ordinary course of business consistent with past practice of Motoguzzi and as otherwise set forth on Schedule 3.05(bthe Motoguzzi Subsidiaries, (c) that are described herein or in any of the Motoguzzi Disclosure Schedules attached hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwised) which are not adequately reserved singly or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationshave a Motoguzzi Material Adverse Effect.

Financial Statements. (a) The Company has previously delivered made available to Parent copies of (i) the audited consolidated balance sheets sheet of the Company and the Company Subsidiaries as of November 30December 31, 19952001, November 30, 1996 2002 and November 30, 19972003, and the related consolidated statements of income, changes in stockholders' ’ equity and cash flows for the fiscal years 1996 through 1997, inclusive, included then ended as reported in the Company's ’s Annual Report on Form 10-KSB K for the fiscal year ended November 30December 31, 1997 2003 (such financial statements, the “Company 2003 Financial Statements”) filed with the SEC under the Exchange Act. The Company has also previously delivered , accompanied by the audit reports of KPMG LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as applicable, independent public accountants with respect to Parent copies of the Company, and (ii) the unaudited consolidated balance sheets sheet of Company and the Company Subsidiaries as of May March 31, 19982004, and the related unaudited consolidated statements of income and cash flows for of the six months ended May 31three-month periods then ended, 1998, included as reported in the Company's ’s Quarterly Report on Form 10-QSB Q for the quarter quarterly period ended May March 31, 1998 filed 2004 (the “Company Interim Financial Statements,” and together with the SEC under Company 2003 Financial Statements, the Exchange Act“Company Financial Statements”). The audited December 31, 2003 consolidated balance sheet of the Company (including the related notes, where applicable) included in the Company Financial Statements fairly presents in all material respects the consolidated financial statements and unaudited consolidated interim financial statements position of the Company and its the Company Subsidiaries as of the date thereof, and the other financial statements included or incorporated by reference in the Company SEC Reports Financial Statements (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations, changes in stockholders’ equity, cash flows and consolidated financial position of the Company and the Company Subsidiaries for the respective fiscal periods or as hereinafter defined) filed on or after November 30of the respective dates therein set forth, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, subject in the case of the unaudited statementsCompany Interim Financial Statements to normal year-end audit adjustments in amounts that are immaterial in nature and amount and are consistent with past experience. Each of the Company Financial Statements (including the related notes, as permitted by Form 10-QSBwhere applicable), complied as of their respective dates dates, complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except as indicated in such statements or in the notes thereto, . The books and fairly present the consolidated financial position records of the Company and its the Company Subsidiaries as of the dates thereof have been, and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectare being, maintained in the case of any unaudited interim financial statements, to the absence of footnotes required by all material respects in accordance with GAAP and normal year-end adjustments)any other applicable legal and accounting requirements and reflect only actual transactions. (b) The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or the Company Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not have a materially adverse effect on the system of internal accounting controls described in the following sentence. The Company and the Company Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company (i) has designed disclosure controls and procedures to ensure that material information relating to the Company, including the Company Subsidiaries, is made known to the management of the Company by others within those entities and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has made available to Parent a summary of each such disclosure made by management to the Company’s auditors and audit committee since January 1, 2002. (c) Except as set forth for those liabilities that are reflected or reserved against on Schedule 3.05(b) hereto the March 31, 2004 consolidated balance sheet of the Company included in the Company Interim Financial Statements and for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretosince March 31, 2004 that are immaterial in nature or amount, since such date, neither the Company does not have nor any liabilities or obligations of the Company Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwiseotherwise and whether due or to become due and including any off-balance sheet financings, loans, indebtedness, make whole or similar liabilities or obligations) which are not adequately reserved or that would be required to be reflected on the in a consolidated balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31or would, 1998, except for liabilities individually or obligations which in the aggregate do not exceed $100,000aggregate, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationshave a Material Adverse Effect on the Company.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company sheet as of November 30December 31, 1995, November 30, 1996 and November 30, 1997, 2021 and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited audited consolidated statements of income and cash flows for the six months year ended May December 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements 2021 of the Company and its Subsidiaries included or incorporated by reference (the “Company Audited Financial Statements”) fairly present, in the Company SEC Reports (as hereinafter defined) filed all material respects, in conformity with GAAP applied on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved a consistent basis (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSBthereto), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates date thereof and their consolidated results of operations and cash flows for the period then ended. The unaudited interim consolidated balance sheet as of June 30, 2022 (the “Company Balance Sheet”) and the related unaudited interim consolidated statements of income and cash flows for the six months ended June 30, 2022 of the Company and its Subsidiaries (the “Company Interim Financial Statements”, and together with the Company Audited Financial Statements, the “Company Financial Statements”) fairly present, in all material respects, in conformity with GAAP applicable to interim financial statements applied on a consistent basis with the Company Audited Financial Statements (except as may be indicated in the notes thereto), the consolidated income financial position of the Company and retained earnings its Subsidiaries as of the date thereof and sources their consolidated results of operations and applications of funds cash flows for the periods period then ended (subject, in the case of any unaudited interim financial statements, subject to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except The Company maintains internal controls over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31necessary to permit preparation of financial statements in accordance with GAAP, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet that receipts and expenditures of the Company included are being made only in its Quarterly Report on Form 10-QSB for accordance with authorizations of management and directors of the quarter ended May 31Company and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, 1998, except for liabilities use or obligations which in disposition of the aggregate do not exceed $100,000, and there do not exist any circumstances Company’s assets that could reasonably be expected have a material effect on its financial statements. (c) Since the Balance Sheet Date, neither the Company nor any of the Company’s Subsidiaries nor, to result the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company’s Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company’s Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company’s Subsidiaries has engaged in such liabilities questionable accounting or obligationsauditing practices.

Financial Statements. (a) The Company Seller has previously delivered made available to Parent Purchaser true and complete copies of (i) the audited consolidated combined balance sheets of the Company as of November 30January 3, 19952004 and December 28, November 302002 and related audited combined statements of earnings, 1996 cash flows and November 30, 1997Seller's net investment for the Companies and their Subsidiaries for the fiscal years then ended, and (ii) the unaudited combined balance sheet as of January 1, 2005 and related consolidated unaudited combined statements of income, changes in stockholders' equity earnings and statement of cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB Companies and their Subsidiaries for the fiscal year ended November 30January 1, 1997 filed with 2005 (collectively, the SEC under the Exchange Act"Financial Statements"). The Company has also previously delivered January 1, 2005 balance sheet is referred to Parent copies of herein as the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. "Reference Balance Sheet." (b) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports Financial Statements (as hereinafter definedi) filed on or after November 30, 1995 have been prepared based on the books and records of the Companies and their Subsidiaries in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during and the periods involved Companies' normal accounting practices, consistent with past practice (except as may be indicated therein or in the notes thereto oror schedules thereto), (ii) except with respect to the unaudited Financial Statements described under Section 4.5(a)(ii), are in the case accordance with Regulation S-X of the unaudited statementsSecurities Exchange Act of 1934, as permitted by Form 10-QSB)amended, complied as of their respective dates and (iii) present fairly, in all material respects with applicable accounting requirements respects, the combined financial condition, combined results of operations and the published rules and regulations combined statements of cash flow of the SEC with respect thereto, Companies and fairly present the consolidated financial position of the Company and its their Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds indicated or for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)indicated. (bc) Except Seller's internal control over financial reporting is sufficient in all material respects to provide reasonable assurance (i) that transactions of the Companies and the Subsidiaries are recorded as set forth necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures of the Companies and the Subsidiaries are being made only in accordance with the authorization of management, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Assets that could materially affect the combined financial statements of the Companies and the Subsidiaries. Based on Schedule 3.05(b) hereto for liabilities incurred since May 31information available and Seller's internal control review conducted through the date hereof, 1998 Seller has no knowledge of any significant deficiencies or material weaknesses in the ordinary course design or operation of business consistent Seller's internal control over financial reporting with past practice and as otherwise set forth on Schedule 3.05(b) heretorespect to the Companies, the Company does not have any liabilities Subsidiaries or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet Business. The books and records of the Company included Companies and the Subsidiaries, all of which have been made available to Purchaser, are complete and accurate in all material respects and at the Closing will be in their possession. (d) The matters relating to Seller and certain of its Quarterly Report on Form 10Subsidiaries subject to an informal inquiry by the Securities and Exchange Commission and under investigation by Seller's Audit Committee do not involve or affect the financial reporting, financial statements or internal controls relating to the Business or any of the Companies or Subsidiaries. (e) Section 4.5(e) of the Disclosure Schedule sets forth Seller's good faith calculation of excess raw product costs, fruit start-QSB up costs, excess insurance allocation costs, executive severance costs and bonus costs, in each case, of the Companies and the Subsidiaries for the quarter fiscal year ended May 31January 1, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations2005.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference contained in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto and have been prepared in accordance with the applicable generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated therein). The Company's financial statements fairly present, and fairly present in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the dates date thereof and the consolidated income results of their operations and retained earnings and sources and applications of funds cash flows for the periods then ended indicated (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except The unaudited balance sheet, results of operations and statement of cash flows of the Company for the year ended September 2004, fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as set forth on Schedule 3.05(b) hereto of the date thereof and the consolidated results of their operations and cash flows for liabilities incurred since May 31, 1998 the periods indicated (subject to the absence of footnotes and year-end adjustments). The standard cost information for the Company's products delivered to Parent prior to the execution of this Agreement were derived from the Company's accounting books and records maintained in the ordinary course of business consistent the Company's business, were prepared in accordance with the Company's past practice with respect to similar information and, on that basis, accurately reflect the cost to manufacture such products. (c) The Company and as otherwise set forth on Schedule 3.05(bits Subsidiaries have no Liabilities having a value individually or in the aggregate in excess of $400,000, except, (i) hereto, to the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or extent reflected on the September 30, 2004 balance sheet (including the draft footnotes to the September 30, 2004 balance sheet delivered to Parent prior to the execution of this Agreement), (ii) Liabilities incurred in the normal and ordinary course of business of the Company included since September 30, 2004, or (iii) Liabilities disclosed in its Quarterly Report on Form 10-QSB for Section 2.9(c) of the quarter ended May 31Company Disclosure Letter. For purposes of this Section 2.9(c), 1998the term "Liabilities" means liabilities of any kind or nature, except for liabilities whether known or obligations which unknown, absolute or contingent, other than Liabilities otherwise disclosed in any other representation or warranty made in this Agreement or in any other section of the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsCompany Disclosure Letter.

Financial Statements. Copies of (ai) The Company has previously delivered to Parent copies the audited combined balance sheet of the audited consolidated balance sheets of the Company Network Business as of November 30December 31, 1995, November 30, 1996 2007 and November 30, 19972006, and the related consolidated audited combined statements of income, changes in stockholders' equity parents’ net investment and cash flows of the Network Business for each of the fiscal three years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for period ended December 31, 2007, together with all related notes and schedules thereto, accompanied by the fiscal year ended November report thereon of the Network Business’ independent auditors (collectively referred to as the “Financial Statements”), (ii) the unaudited combined balance sheet of the Network Business as of September 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 19982008, and the related unaudited consolidated statements combined statement of income and cash flows for of the six months ended May Network Business (collectively referred to as the “Interim Financial Statements”), (iii) the unaudited combined balance sheet of ▇▇▇▇▇▇▇.▇▇▇ as of September 30, 2008, June 30, 2008, March 31, 19982008, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May December 31, 1998 filed with 2007 and December 31, 2006 and the SEC under related unaudited combined statement of income of ▇▇▇▇▇▇▇.▇▇▇ (collectively referred to as the Exchange Act“▇▇▇▇▇▇▇.▇▇▇ Financial Statements”), and (iv) a schedule combining the unaudited combined balance sheet of the Network Business and the unaudited combined balance sheet of ▇▇▇▇▇▇▇.▇▇▇ as of September 30, 2008 (the “Balance Sheet,” and such date the “Balance Sheet Date”) are attached as Section 4.7 of the Disclosure Schedule. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports Financial Statements (as hereinafter defineda) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during based on the periods involved books and records of the Network Business (except as may be indicated in the notes thereto orthereto), (b) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the case of the unaudited statements, as permitted by Form 10-QSBnotes thereto), complied as of their respective dates and (c) fairly presents, in all material respects respects, the combined financial position, results of operations and cash flows of the Network Business as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein. The Interim Financial Statements (i) have been prepared based on the books and records of the Network Business; (ii) have been prepared in a manner consistent with applicable accounting requirements prior quarter-end unaudited combined balance sheets and statements of income, which is in accordance with GAAP, subject to the GAAP Exceptions; and (iii) fairly presents, in all material respects, the combined financial position and results of operations of the Network Business as of the respective date thereof and for the respective period indicated therein, subject to the GAAP Exceptions; and (iv) subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. The ▇▇▇▇▇▇▇.▇▇▇ Financial Statements (a) have been prepared based on the books and records of ▇▇▇▇▇▇▇.▇▇▇ except as may be indicated in the notes thereto; (b) have been prepared in a manner consistent with prior quarter-end unaudited combined balance sheets and statements of income, which is in accordance with GAAP, subject to the GAAP Exceptions, except as may be indicated in the notes thereto; (c) fairly presents, in all material respects, the combined financial position and results of operations of ▇▇▇▇▇▇▇.▇▇▇ as of the respective date thereof and for the respective period indicated therein, except as otherwise noted therein; and (d) subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. The Balance Sheet (a) has been prepared based on the balance sheet contained in the Interim Financial Statements and the published rules balance sheet as of September 30, 2008, contained in the ▇▇▇▇▇▇▇.▇▇▇ Financial Statements, except as may be indicated in the notes thereto; and regulations of (b) fairly presents, in all material respects, the SEC with respect thereto, and fairly present the consolidated combined financial position of the Company and its Subsidiaries Network Business as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectBalance Sheet Date, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and except as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsnoted therein.

Financial Statements. (a) The Company has previously delivered made available to Parent Purchaser copies of (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of November 30March 31, 19952011 and 2010 and related consolidated statements of income, November 30changes in stockholders’ equity and cash flows for each of the two years in the two-year period ended March 31, 1996 2011, together with the notes thereto, accompanied by the audit report of the Company’s independent registered public accounting firm, as reported in the Company’s Annual Report on Form 10-K for the year ended March 31, 2011 filed with the SEC, (ii) the unaudited consolidated balance sheets of the Company and November 30its Subsidiaries as of December 31, 1997, 2011 and the related consolidated statements of income, changes in stockholders' ’ equity and cash flows for the fiscal years 1996 through 1997nine months ended December 31, inclusive2011 and 2010, included as reported in the Company's Annual ’s Quarterly Report on Form 10-KSB Q for the fiscal year period ended November 30December 31, 1997 2011 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of and (iii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as of May March 31, 1998, 2012 and the related unaudited consolidated statements of income income, changes in stockholders’ equity and cash flows for the six twelve months ended May March 31, 19982012. Such financial statements were prepared from the books and records of Company and its Subsidiaries, included fairly presented, when filed in the Company's Quarterly Report on Form 10-QSB case of (i) and (ii) above, the consolidated financial position of Company and its Subsidiaries in each case at and as of the dates indicated and the consolidated results of operations and cash flows of Company and its Subsidiaries for the quarter ended May 31periods indicated, 1998 filed and, except as otherwise set forth in the notes thereto, were prepared in accordance with GAAP consistently applied throughout the SEC periods covered thereby; provided, however, that the unaudited financial statements for interim periods are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes to the extent permitted under the Exchange Actapplicable regulations. The audited consolidated financial statements books and unaudited consolidated interim financial statements records of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30have been, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto orand are being, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates maintained in all material respects in accordance with applicable GAAP and any other legal and accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)reflect only actual transactions. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company Parent or the Buyer has previously delivered to Parent copies been furnished with a copy of the audited consolidated unaudited balance sheets of the Company Stella Holdings and its consolidated subsidiaries as of November 30, 1995, November 30December 31, 1996 and November 30, 1997, 1995 and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months years ended May December 31, 19981996 and 1995 (collectively, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange ActFinancial Statements). The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto orand present fairly, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of Stella Holdings and its consolidated subsidiaries at December 31, 1996 and 1995 and the results of operations for the years then ended, except as noted in the footnotes thereto and except that they do not contain the footnotes that may be required by GAAP. The Parent or the Buyer has also been furnished with the unaudited balance sheet of Stella Holdings and its consolidated subsidiaries as of July 26, 1997 (the Interim Balance Sheet) and the related statement of income. Such interim financial statements present fairly, in all material respects, the financial position of Stella Holdings and its consolidated subsidiaries as at such date and the results of operations of Stella Holdings and its consolidated subsidiaries for the seven (7) months then ended, in each case in accordance with GAAP (subject to the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and s normal year-end adjustments), except (i) for the elimination of all Intercompany Accounts, (ii) as noted in the footnotes thereto and (iii) that they do not contain the footnotes that may be required by GAAP. (July 26, 1997 is sometimes herein referred to as the Interim Balance Sheet Date. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 314.5, 1998 each of the Purchased Accounts Receivable (as defined in the ordinary course of business consistent with past practice Accounts Receivable Purchase Agreement) and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected each accounts receivable on the balance sheet books of Stella Holdings or any of the Company included Stella Companies is due and payable in full within 120 days from its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsdate of accrual.

Financial Statements. (a) The Company has previously delivered to Parent of the Pinnacle Disclosure Schedule contains true, complete and correct copies of the audited consolidated balance sheets of the Company Pinnacle and its consolidated Subsidiaries as of November 30July 31, 19952003, November 30July 31, 1996 2002 and November 30July 31, 19972001, and the related audited consolidated statements of incomeoperations, changes in stockholderscash flows and shareholders' equity of Pinnacle and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB its consolidated Subsidiaries for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May July 31, 19982003 (the "Latest Pinnacle Balance Sheet Date"), July 31, 2002 and for the period from March 29, 2001 (Pinnacle's date of incorporation) to July 31, 2001 (Pinnacle had no operations until May 22, 2001, the date on which Pinnacle consummated the acquisition of certain assets and the assumption of certain liabilities of Vlasic Foods International Inc.'s North American business), and the related unaudited consolidated notes thereto (such audited financial statements collectively being referred to herein as the "Pinnacle Financial Statements"), accompanied by a true and correct copy of income the reports thereon of PricewaterhouseCoopers LLP, independent public accountants, and cash flows for all letters from such auditors concerning internal control commentary resulting from the six months ended May 31conducting of such audit. The Pinnacle Financial Statements, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed together with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30notes thereto, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently GAAP applied during on a consistent basis throughout the periods involved covered thereby (except as may be indicated to the extent disclosed therein or required by changes in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates GAAP) and fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position condition and results of the Company operations of Pinnacle and its consolidated Subsidiaries as of the respective dates thereof and the consolidated income and retained earnings and sources and applications of funds for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)covered thereby. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company has previously delivered provided to Parent copies UNIPRO a correct and complete copy of the audited financial statements (including, in each case, any related notes thereto), on a consolidated balance sheets of the Company as of November 30basis, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May December 31, 19982004 and 2005, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with the published rules and regulations of any applicable governmental entity and with generally accepted accounting principles of the United States ("U.S. GAAP") consistently applied during on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, thereto) and audited in accordance with the case auditing standards of the unaudited statementsPublic Company Accounting Oversight Board ("PCAOB") by an independent accountant registered with PCAOB, as permitted by Form 10-QSB), complied as of their respective dates and such statements fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of Sureland, on a consolidated basis, at the respective dates thereof and the results of its operations and cash flows for the periods indicated, and each does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company will provide to UNIPRO unaudited financial statements for the interim six-month periods ended June 30, 2005 and its Subsidiaries 2006. The unaudited financial statements will be a complete copy of the unaudited financial statements (including, in each case, any related notes thereto) of Sureland, on a consolidated basis, which statements will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the period involved (except as may be indicated in the notes thereto), will be reviewed by an independent accountant registered with PCAOB, and such statements will fairly present in all material respects the financial position of Sureland, on a consolidated basis, at the dates thereof and the consolidated income results of its operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subjectindicated, in except that the case of any unaudited interim financial statements, statements will be subject to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) adjustments which are not adequately reserved or reflected expected to have a Material Adverse Effect on the balance sheet of Company. The audited financial statements described in Section 2.9(a) and the Company included unaudited financial statements described in its Quarterly Report on Form 10-QSB for this Section 2.9(b) are collectively referred to herein as the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations"U.S. GAAP Financial Statements".

Financial Statements. (a) The Company Representative has previously delivered to Parent furnished the Buyer with copies of the (i) audited consolidated balance sheets of the Company with respect to Liberty Propane LP as of November June 30, 1995, November 2008 and June 30, 1996 and November 30, 19972009, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated audited statements of income and cash flows for the six months ended May 31fiscal years then ended, 1998and the notes thereto, included and (ii) the unaudited consolidated balance sheet with respect to Liberty Propane LP as of September 30, 2009 (the “Latest Balance Sheet”) and the related statement of income for the three (3) month period then ended. Such financial statements have been based upon the information concerning the Company contained in the Company's Quarterly Report on Form 10-QSB for ’s books and records, and present fairly in all material respects the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements condition and unaudited consolidated interim financial statements results of operations of the Company (taken as a whole) as of the times and its Subsidiaries included or incorporated by reference in for the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared periods referred to therein in accordance with generally accepted accounting principles ("GAAP") consistently GAAP applied during the periods involved (except as may be indicated in the notes thereto oron a consistent basis, subject in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended statements to (subject, in the case of any unaudited interim financial statements, to i) the absence of footnotes required by GAAP footnote disclosures and other presentation items and (ii) changes resulting from normal year-end adjustments). (b) adjustments and reclassifications. Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 matters reflected or reserved for in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretoLatest Balance Sheet, the Company does not have any has no material liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent (including guaranty and surety obligations), fixed or otherwise) which are not adequately reserved or that would be required under GAAP consistently applied, based on information available to the Company as of the date hereof, to be reflected on in the consolidated balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities (or obligations which in the aggregate do not exceed $100,000notes thereto) except (x) liabilities and obligations that were incurred since September 30, 2009 in the Ordinary Course, and there do not exist any circumstances that could reasonably be expected (b) executory obligations under the Company’s contracts and agreements (excluding obligations relating to result in such liabilities or obligationsthe breach thereof by the Company).

Financial Statements. (a) The Attached hereto as Section 3.4 of the Company has previously delivered to Parent Disclosure Schedules are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): the audited consolidated balance sheets of the Group Companies and KL Company as of November 30March 31, 19952007, November 30March 31, 1996 2008 and November 30March 31, 1997, 2009 and the related audited consolidated statements of income, cash flows and changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997ended March 31, inclusive2007, included March 31, 2008 and March 31, 2009, including the notes to the consolidated accounts and unqualified auditor’s reports related thereto (the financial statements as of and for the year ended March 31, 2009, the “Audited Financial Statements”). (b) The Financial Statements and related notes (i) have been prepared from and are, or in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies case of the unaudited consolidated balance sheets sheet of the Group Companies and KL Company as of May March 31, 19982009 and December 31, 2009 and the related unaudited consolidated statements of income and cash flows for the six months ended May nine-month periods ending on December 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 2008 and December 31, 1998 filed 2009 including the notes thereto (such financial statements, the “Interim Financial Statements”) will be prepared and will be, when delivered, in accordance with the SEC under the Exchange Act. The audited consolidated financial statements books and unaudited consolidated interim financial statements records of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports Group Companies, (as hereinafter definedii) filed on or after November 30, 1995 have been prepared in accordance with generally accepted IFRS (or with respect to December 31, 2008, follow IFRS principles and have been prepared by management in a manner consistent with the principles applied to the nine-month period as of and ending on December 31, 2009) and other legal and accounting requirements applicable to the Group Companies and KL Company and the IFRS principles applied by the Company in its Audited Financial Statements ("GAAP"the “IFRS Accounting Principles”) consistently applied during on a consistent basis throughout the periods involved (covered thereby, except as may be indicated in the notes thereto orand except, in the case of the unaudited statementsInterim Financial Statements, as permitted by Form 10subject to normal year-QSB)end adjustments not expected to be material in amount and (iii) fairly present, complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, and fairly present the consolidated financial position of the Group Companies and KL Company and its Subsidiaries as of the dates thereof and the their consolidated income results of operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subject, in the case of any unaudited interim financial statementsthe Interim Financial Statements, to the absence of footnotes required by GAAP and to normal year-end adjustmentsadjustments not expected to be material in amount and to any other adjustments described therein including the notes thereto). (bc) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31The books of account, 1998 minute books and other records of each Group Company are complete and correct in the ordinary course all material respects in accordance with customary business practices. The accounts, books and records of business each Group Company are maintained in a manner substantially consistent in all material respects with past practice and as otherwise set forth on Schedule 3.05(b) heretohave recorded therein the results of operations and the assets and liabilities of each Group Company required to be reflected under the IFRS Accounting Principles, IFRS and other legal and accounting requirements applicable to the Company does not have any liabilities or obligations and the other Group Companies. Each Group Company maintains a system of any nature whatsoever accounting and internal controls sufficient in all material respects to provide reasonable assurances that (whether absolute, accrued, contingent or otherwisei) which financial transactions are not adequately reserved or reflected on executed in accordance with the balance sheet general and specific authorization of the management of the Company, (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with the IFRS Accounting Principles, IFRS and other legal and accounting requirements applicable to the Company included and the other Group Companies and to maintain proper accountability for items, (iii) access to their respective property and assets is permitted only in its Quarterly Report on Form 10-QSB accordance with management’s general or specific authorization and (iv) the recorded accountability for items is compared with the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, actual levels at reasonable intervals and there do not exist appropriate action is taken with respect to any circumstances that could reasonably be expected to result in such liabilities or obligationsdifferences.

Financial Statements. (a) The Section 2.7(a) of the Company has previously delivered to Parent Disclosure Schedule includes true and complete copies of (i) the Company’s audited consolidated financial statements which comprise the consolidated balance sheets of the Company as of November 30at December 31, 1995, November 30, 1996 2015 and November 30, 19972014, and the related consolidated statements of incomeoperations, changes in stockholders' equity equity, and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May December 31, 19982015 and the period from March 24, 2014 (inception) to December 31, 2014, and the related notes to the consolidated financial statements, (ii) the Company’s unaudited consolidated financial statements which comprise the consolidated balance sheets at December 31, 2016, and the related consolidated statements of income operations, equity, and cash flows for the six months ended May 31year then ended, 1998and the related notes to the consolidated financial statements, included in (iii) the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and ’s unaudited consolidated interim balance sheet as of March 31, 2017, and (iv) the Company’s unaudited consolidated statements of operations, and cash flows for the three months ended March 31, 2017 (collectively, the “Company Financials”). The Company Financials (A) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except as may be indicated in the footnotes to such Company Financials and that unaudited financial statements may not have notes thereto and other presentation items that may be required by GAAP and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated and (B) fairly present, in all material respects, the financial position and operating results of the Company and its consolidated Subsidiaries as of the dates and for the periods indicated therein. (b) Each of the Company and its Subsidiaries maintains a system of internal accounting controls designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Company and its Subsidiaries included or incorporated by reference in conformity with GAAP and to maintain accountability of the Company SEC Reports Company’s and its Subsidiaries’ assets; (as hereinafter definediii) filed on or after November 30, 1995 have been prepared access to the Company’s and its Subsidiaries’ assets is permitted only in accordance with generally accepted management’s general or specific authorization; and (iv) the recorded accountability for the Company’s and its Subsidiaries’ assets is compared with the existing assets at regular intervals and appropriate action is taken with respect to any differences. The Company and each of its Subsidiaries maintains internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (c) Section 2.7(c) of the Company Disclosure Schedule lists, and the Company has delivered to Meerkat accurate and complete copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) effected by the Company or any of its Subsidiaries since January 1, 2015. (d) Since January 1, 2015, there have been no formal internal investigations regarding financial reporting or accounting principles policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer or general counsel of the Company, the Company Board or any committee thereof. Since January 1, 2015, neither the Company nor its independent auditors have identified ("GAAP"i) consistently applied during the periods involved (except as may be indicated any significant deficiency or material weakness in the notes thereto ordesign or operation of the system of internal accounting controls utilized by the Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company, any of its Subsidiaries, the Company’s management or other employees who have a role in the case preparation of financial statements or the unaudited statements, as permitted internal accounting controls utilized by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as or (iii) any claim or allegation regarding any of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)foregoing. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.

Financial Statements. (a) The Company has previously delivered As at the date of this Agreement, in relation to Parent copies of the Company, the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997shareholders’ equity, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of comprehensive income and cash flows for the six months ended May 31, 1998, included contained in the Company's Quarterly Report its Registration Statement on Form 10-QSB for the quarter ended May 31S-3, 1998 filed with the SEC under the Securities and Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed Commission on or after November 302 August 2007, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto orGAAP and present fairly, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Consolidated Subsidiaries as of the dates thereof 31 December 2006 and 31 December 2005 and the results of operations and cash flows of the Company and its Consolidated Subsidiaries for each of the three fiscal years ending on 31 December 2006, 31 December 2005 and 31 December 2004. The unaudited consolidated balance sheets and related consolidated statements of income and retained earnings and sources and applications of funds contained in the Company’s quarterly report on Form 10-Q for the periods then fiscal quarter ended (subject30 September 2007, have been prepared in the case of any accordance with GAAP applicable to interim unaudited interim financial statementsstatements and, to except for the absence of footnotes and other information required by GAAP to be included in audited financial statements prepared in accordance with GAAP, present fairly, in all material respects, the financial position of the Company and normal year-end adjustments)its Consolidated Subsidiaries as of 30 September 2007 and the results of operations of the Company and its Consolidated Subsidiaries for the three and nine months then ended. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31In relation to any document filed or provided by the Company in accordance with Clause 20.1 (Financial Statements), 1998 such document has been prepared in the ordinary course of business consistent accordance with past practice GAAP and as otherwise set forth on Schedule 3.05(b) heretopresents fairly, in all material respects, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet financial position of the Company included and its Consolidated Subsidiaries as at the date to which the document relates and the results of operations and cash flows of the Company and its Consolidated Subsidiaries. (c) In relation to each Obligor other than the Company, its audited financial statements (if any) most recently delivered to the Facility Agent: (i) have been prepared in accordance with GAAP, consistently applied; and (ii) fairly represent its Quarterly Report on Form 10-QSB for financial condition (consolidated, if applicable) as at the quarter ended May 31date to which they were drawn up, 1998except, except for liabilities in each case, as disclosed to the contrary in those financial statements. (d) No financial statement contained in any filing by a US Obligor with the United States Securities and Exchange Commission when filed is false or obligations which misleading in any material respect or omits to state a material fact necessary to make the aggregate do statements contained therein not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsmisleading.

Financial Statements. (a) The Company Borrower has previously delivered furnished to Parent copies of the Administrative Agent and the Lenders (i) the audited consolidated balance sheets sheet as of December 31, 2002 of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, Borrower and the related consolidated statements of income, changes in stockholdersshareholders' equity and cash flows for the fiscal years 1996 through 1997Fiscal Year then ended, inclusiveincluding in each case the related schedules and notes, included in (ii) the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies unaudited balance sheet of the unaudited Borrower presented on a consolidated balance sheets basis as at the end of the Company as third Fiscal Quarter of May 31, 19982003, and the related unaudited consolidated statements of income income, shareholders' equity and cash flows presented on a consolidated basis for the six months ended May 31year-to-date period then ended, 1998, included setting forth in each case in comparative form the Company's Quarterly Report on Form 10-QSB figures for the quarter ended May 31, 1998 filed with corresponding Fiscal Quarter of the SEC under the Exchange ActBorrower's previous Fiscal Year. The audited consolidated foregoing financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position condition of the Company and its Subsidiaries Borrower as of at the dates thereof and the consolidated income and retained earnings and sources and applications results of funds operations for the such periods then ended in conformity with GAAP consistently applied (subject, in the case of any unaudited interim quarterly financial statements, to the absence of footnotes required by GAAP and normal year-end adjustmentsaudit adjustments and the absence of certain footnotes). (b) Except The 6-year projections for the Consolidated Companies, which were provided to the Administrative Agent and the Lenders pursuant to Section 4.01, were prepared by the Borrower in good faith and based upon historical financial information and assumptions that the Borrower deems reasonable and appropriate. (c) The Consolidated Companies taken as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does a whole do not have any material Contingent Liabilities, or material liabilities for known taxes, long-term leases or obligations of any nature whatsoever (whether absolute, accrued, contingent unusual forward or otherwise) which are long-term commitments not adequately reserved reflected in the financial statements mentioned in this Section 5.14 or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May notes thereto. Since December 31, 19982002, except for liabilities or obligations which in there have been no material changes with respect to the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsConsolidated Companies.

Financial Statements. (a) The Company has previously delivered made available to Parent copies the Purchaser, or indicated the online location of, a copy of the its audited consolidated balance sheets of the Company financial statements (i) as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30December 31, 1997 filed with 2000 and 1999 certified by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company "Audited 2000 Financials", and (ii) as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31June 30, 19982001 (the Audited 2001 Financials") certified by ▇▇▇▇▇▇ & Co., included in and with true and complete copies of each registration statement and proxy statement (including supplements and amendments thereto) filed by the Company with the Securities and Exchange Commission (the "SEC") since June 30, 2001 and of the following reports filed by the Company with the SEC: the Company's Annual Reports on Form 10-K[SB] for each of the two fiscal years in the periods ended December 31, 1999, and 2000, and the six months ending June 30, 2001, and all Quarterly Report Reports on Form 10-QSB for and all Current Reports on Form 8-K filed after June 30, 2001 (the quarter ended May 31, 1998 filed with the "SEC under the Exchange ActFilings"). The Company Financial Statements and the audited consolidated year-end and unaudited interim financial statements and unaudited consolidated interim financial statements schedules contained in the SEC Filings (or incorporated therein by reference) were prepared in accordance with the books and records of the Company in all material respects and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been were prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during on a consistent basis throughout the periods involved (involved, except as may be indicated otherwise noted therein and except that the unaudited interim financial statements were or are subject to normal year-end and audit adjustments that in the notes thereto or, in the case aggregate are not material. Each of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and financial statements referred to above fairly presents the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof set forth therein or the results of operations and changes in financial position of the consolidated income and retained earnings and sources and applications of funds Company for the respective fiscal periods then ended (subjector as of the respective dates set forth therein, except that the unaudited interim financial statements were or are subject to normal year-end and audit adjustments that in the aggregate are not material. Each such registration statement, proxy statement and SEC Filing did not, on the date of effectiveness in the case of any unaudited interim financial such registration statements, to on the absence date of footnotes required by GAAP mailing and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 the date of any stockholder meetings in the ordinary course case of business consistent with past practice such proxy statements and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet date of filing in the case of such SEC Filings, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the Company included in circumstances under which they were made, not misleading. Each SEC filing, as of the date of its Quarterly Report on Form 10-QSB for filing, complied as to form with the quarter ended May 31requirements of the Securities Exchange Act of 1934, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsas amended.

Financial Statements. (a) The Company BANC ONE has previously delivered made available to Parent FCN copies of the audited consolidated balance sheets of the Company BANC ONE and its Subsidiaries as of November 30December 31, 1995, November 30, for the fiscal years 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 1995 through 1997, inclusive, included as reported in the CompanyBANC ONE's Annual Report on Form 10-KSB K for the fiscal year ended November 30December 31, 1997 filed with the SEC under the Exchange ActAct (the "BANC ONE 10-K"), in each case accompanied by the audit report of Coopers & Lybrand L.L.P., independent public accountants with respect to BAN▇ ▇▇▇. The Company has also previously delivered to Parent copies December 31, 1997 consolidated balance sheet of BANC ONE (including the related notes) fairly presents the consolidated financial position of BANC ONE and its Subsidiaries as of the unaudited consolidated balance sheets of the Company as of May 31, 1998date thereof, and the other financial statements referred to in this Section 5.6 (including the related unaudited notes) fairly present the results of the consolidated statements of income operations and cash flows for the six months ended May 31, 1998, included changes in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited stockholders' equity and consolidated financial statements and unaudited consolidated interim financial statements position of the Company BANC ONE and its Subsidiaries included for the respective fiscal periods or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates therein set forth; each of such statements (including the related notes) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto. The books and fairly present the consolidated financial position records of the Company BANC ONE and its Subsidiaries as of the dates thereof have been, and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subjectare being, maintained in the case of any unaudited interim financial statements, to the absence of footnotes required by all material respects in accordance with GAAP and normal year-end adjustments). (b) Except as set forth any other applicable legal and accounting requirements and reflect only actual transactions. The reserve for possible loan and lease losses shown on Schedule 3.05(b) hereto for liabilities incurred since May the December 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the 1997 consolidated balance sheet of BANC ONE is adequate in all material respects under the Company included in its Quarterly Report requirements of GAAP to provide for possible losses, net of recoveries relating to loans previously charged off, on Form 10-QSB for the quarter ended May loans outstanding (including, without limitation, accrued interest receivable) as of December 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations1997.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company Attached hereto as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent Schedule 3.6(a) are copies of the unaudited consolidated pro-forma GAAP balance sheets and income statements of the Company Business as of May and for the twelve months ending December 31, 19982002 and the six months ending June 30, 2003 (such financial statements, together with the notes thereto, being hereinafter collectively referred to as the “Business Financial Statements”). Except as set forth in the notes to the Business Financial Statements, the Business Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis with the audited consolidated financial statements of CIGNA and its subsidiaries for the year ended as of December 31, 2002, and the related unaudited consolidated financial statements of income CIGNA and cash flows its subsidiaries for the six months ended May 31June 30, 19982003, included respectively, (ii) were prepared using the Books and Records of CGLIC and its Affiliates, (iii) were prepared using the same data with respect to the Business as was used in preparing the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements of CIGNA and its subsidiaries for the year ended as of December 31, 2002, and the unaudited consolidated interim financial statements of the Company CIGNA and its Subsidiaries included or incorporated by reference in subsidiaries for the Company SEC Reports (as hereinafter defined) filed on or after November six months ended June 30, 1995 have been prepared in accordance with generally accepted accounting principles 2003, respectively, and ("GAAP"iv) consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates fairly present in all material respects with applicable accounting requirements the combined financial position and the published rules and regulations results of operations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds Business for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)indicated. (b) Except as set forth on in Schedule 3.05(b3.6(b), the Pro-Forma Statement of Net Settlement was prepared in all material respects in accordance with the Statement of Net Settlement Methods. Except as set forth in Schedule 3.6(b), the Statement of Net Settlement Methods is consistent in all material respects with the methodologies and procedures utilized by Sellers to prepare the Statutory Financial Statements. (c) Attached hereto as Schedule 3.6(c) are copies of the unaudited pro-forma statutory statements for liabilities incurred since May the portion of the Business contained in CGLIC as of and for the twelve months ending December 31, 1998 2002 and the six months ending June 30, 2003 (such statutory statements, together with the notes thereto, being hereinafter collectively referred to as the “Statutory Financial Statements”). Except as set forth in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretonotes to the Statutory Financial Statements, the Company does not have any liabilities Statutory Financial Statements (i) were prepared in accordance with statutory accounting principles prescribed or obligations permitted by the Connecticut Insurance Department (“Connecticut SAP”) applied on a consistent basis with the statutory financial statements of any nature whatsoever CGLIC for the year ended as of December 31, 2002 and the six month period ended June 30, 2003, (whether absolute, accrued, contingent or otherwiseii) which are not adequately reserved or reflected on were prepared using the balance sheet Books and Records of CGLIC and (iii) fairly present in all material respects the statutory results of operations and financial condition of the Company included portion of the Business contained in its Quarterly Report on Form 10-QSB CGLIC for the quarter ended May 31periods indicated; provided, 1998that this representation and warranty shall not be breached with respect to the IMR amount if the IMR of the Business as of June 30, except for liabilities or obligations which 2003 is within $50 million of the $55 million current estimate of the recalculated IMR Amount. As of the date of this Agreement the unassigned funds of CIGNA Life calculated in accordance with Connecticut SAP (the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations“Unassigned Funds”) is greater than zero.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 sheet and November 30, 1997, and the related consolidated statements of income, changes in stockholders' stockholders equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Borrower and its Subsidiaries included (including the Scilex Subsidiary) previously delivered by the Borrower to the Agent (or incorporated otherwise made available on the ▇▇▇▇▇ Website maintained by reference in the Company SEC Reports (as hereinafter definedU.S. Securities and Exchange Commission) filed on or after November 30for the Fiscal Year ended December 31, 1995 2017, have been prepared in accordance conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates GAAP and fairly present in all material respects with applicable accounting requirements and the published rules and regulations financial position, on a consolidated basis, of the SEC with respect thereto, and fairly present Persons described in such financial statements as at the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the results of operations and cash flows, on a consolidated income basis, of the entities described therein for the periods then ended. (b) The unaudited consolidated balance sheet and retained earnings statements of income, stockholders equity and sources cash flows of the Borrower and applications its Subsidiaries (including the Scilex Subsidiary) previously delivered by the Borrower to the Agent (or otherwise made available on the ▇▇▇▇▇ Website maintained by the U.S. Securities and Exchange Commission) for the fiscal quarters ended March 31, 2018 and June 30, 2018 have been prepared in conformity with GAAP and fairly present in all material respects the financial position, on a consolidated basis, of funds the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended (subject, in the case of any unaudited interim financial statements, to except for the absence of footnotes required by GAAP footnote disclosure and normal year-end audit adjustments). (bc) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May Since December 31, 1998 2017, the Loan Parties have not incurred any material contingent liability that would be required to be disclosed on its financial statements in accordance with GAAP except to the extent disclosed in filings with the U.S. Securities and Exchange Commission or incurred in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsOrdinary Course.

Financial Statements. (a) The Company Buyer has previously delivered made available to Parent the Company copies of (i) the audited consolidated balance sheets statements of the Company financial condition of Buyer as of November 30, 1995, November 30, 1996 December 31 for the fiscal years 2003 and November 30, 19972004, and the related consolidated statements of operations and comprehensive income, changes in stockholders' stockholder’s equity and cash flows for the fiscal years 1996 through 1997then ended, inclusive, included as reported in the Company's Buyer’s Annual Report on Form 10-KSB K for the fiscal year ended November December 31, 2004 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to the Buyer, and (ii) the unaudited consolidated statements of financial condition of the Buyer as of June 30, 1997 2005 and the related unaudited statement of operations for the three (3) month period then ended as reported in the Buyer’s Quarterly Report on Form 10-Q for the period ended June 30, 2005 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies December 31, 2004 consolidated statement of financial condition of the unaudited Buyer (including the related notes, where applicable) (the “Buyer Balance Sheet”) fairly presents the consolidated balance sheets financial position of the Company Buyer and its Subsidiaries, and, as of May 31the date thereof, 1998the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present, the consolidated financial position and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements results of the Company consolidated operations of the Buyer and its Subsidiaries included for the respective fiscal periods or incorporated by reference as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the Company published rules and regulations of the SEC Reports with respect thereto; and each of such statements (as hereinafter definedincluding the related notes, where applicable) filed on or after November 30, 1995 have has been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during the periods involved (involved, except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments).Q. (b) Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of the Buyer included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005, as set forth on Schedule 3.05(bfiled with the SEC, or (ii) hereto for liabilities and obligations incurred since May 31June 30, 1998 2005 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) heretopractice, neither the Company does not have Buyer nor any liabilities or obligations of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued, accrued or contingent or otherwiseotherwise and whether due or to become due), other than pursuant to or as contemplated by this Agreement. (c) which The books and records of the Buyer and its Subsidiaries are not adequately reserved or reflected maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect all transactions in a lawful manner. All assets and liabilities of the Buyer and its Subsidiaries and all transactions thereof have been recorded in all material respects on the balance sheet books and records of the Company included Buyer and its Subsidiaries, in its Quarterly Report on Form 10-QSB for accordance with GAAP and accurately present in all material respects the quarter ended May 31, 1998, except for liabilities or obligations which in transactions described therein. (d) The deposit accounts of the aggregate do not exceed $100,000Buyer Bank are insured by the FDIC through the Bank Insurance Fund to the fullest extent permitted by the Federal Deposit Insurance Act, and there do not exist any circumstances that could reasonably all premiums and assessments required to be expected to result paid in such liabilities or obligationsconnection therewith have been paid by the Buyer.

Financial Statements. (a) The Company WI has previously delivered to Parent copies TRW its unaudited financial statements (balance sheet and profit and loss statement, statement of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and statement of cash flows for the fiscal years 1996 through 1997flows, inclusiveincluding notes thereto) at December 31, included in the Company's Annual Report on Form 10-KSB 1998 and for the fiscal year then ended, and its unaudited financial statements (balance sheet and profit and loss statement) as at and for the nine month period ended November September 30, 1997 filed with 1999 (the SEC under "Financial Statements") (i) the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited pro forma consolidated balance sheets sheet of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company WI and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November at September 30, 1995 1999 and the pro forma combined historical income statements dated September 30, 1999, each such balance sheets and income statements taking into account all transactions contemplated hereby and by the Related Agreements, such balance sheet and income statements being attached hereto as Schedule 2.22(a)(ii); and (iii) the projections of the future performance of WI and its Subsidiaries for the five-year period following the Closing Date, on a consolidated basis, including income, net profits, and cash flows, as attached hereto as Schedule 2.22(a)(iii) (the "Projections"). The Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during on a consistent basis throughout the periods involved (indicated and with each other, except that unaudited Financial Statements may not contain all footnotes required by generally accepted accounting principles applicable to audited annual financial statements. The Financial Statements fairly present the financial condition and operating results of WI as may be of the dates, and for the periods, indicated in the notes thereto ortherein, subject in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, Financial Statements to the absence of footnotes required by GAAP and normal year-end audit adjustments). (b) . Except as set forth on Schedule 3.05(bin the Financial Statements, WI has no material liabilities, contingent or otherwise, other than (i) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice subsequent to September 30, 1999 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in both cases, individually or in the aggregate, are not material to the financial condition or operating results of WI. Except as otherwise set forth on Schedule 3.05(b) heretodisclosed in the Financial Statements, the Company does WI is not have any liabilities a guarantor or obligations indemnitor of any nature whatsoever indebtedness of any other person, firm or corporation. WI maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (whether absoluteb) The pro forma consolidated balance sheet of WI and its Subsidiaries and the pro forma consolidated income statements referred to in Section 2.22(a)(ii) have been prepared by management of WI on a reasonable basis, accruedtaking into consideration the effect of the transactions contemplated hereby and by the Related Agreements, and WI is not aware of any fact which casts any doubt on the accuracy or completeness thereof. After giving effect to the transactions contemplated hereby and by the Related Agreements, WI and its Subsidiaries will have no material liabilities, contingent or otherwise) , which are not adequately reserved or reflected on the referred to in such balance sheet or in the notes thereto. (c) The Projections constitute a reasonable basis for the assessment of the Company included in future performance of WI and its Quarterly Report Subsidiaries, on Form 10-QSB for a consolidated basis, during the quarter ended May 31periods indicated therein, 1998, except for liabilities or obligations which and all material assumptions used in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result preparation of the Projections are set forth in such liabilities or obligationsthe notes thereto.

Financial Statements. (a) The Section 2.5(a) of the Company has previously delivered to Parent Disclosure Schedule includes true and complete copies of the audited (i) Company’s unaudited consolidated balance sheets of at December 31, 2016 and December 31, 2017, (ii) the Company as of November 30Unaudited Interim Balance Sheet, 1995, November 30, 1996 and November 30, 1997, and the related (iii) Company’s unaudited consolidated statements of income, changes in stockholders' cash flow and members’ equity and cash flows for the fiscal years 1996 through 1997ended December 31, inclusive2016 and December 31, included in the 2017, and (iv) Company's Annual Report on Form 10-KSB ’s unaudited statements of income, cash flow and members’ equity for the fiscal year nine months ended November September 30, 1997 filed with 2018 (collectively, the SEC under the Exchange Act“Company Unaudited Financials”). The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports Unaudited Financials (as hereinafter definedA) filed on or after November 30, 1995 have been were prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) consistently applied during the periods involved (except as may be indicated in the footnotes to such Company Unaudited Financials and that unaudited financial statements may not have notes thereto or, and other presentation items that may be required by GAAP and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements periods indicated and the published rules and regulations of the SEC with respect thereto, and (B) fairly present the consolidated financial position condition and operating results of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)indicated therein. (b) Except The following financial statements are true and complete as set forth of the date on Schedule 3.05(bwhich Company provides them to Parent and as of the Closing: (i) hereto for liabilities incurred since May Company’s audited consolidated balance sheets at December 31, 1998 2016 and December 31, 2017, (ii) the Company’s unaudited interim balance sheet as of September 30, 2018, (iii) Company’s audited consolidated statements of income, cash flow and members’ equity for the years ended December 31, 2016 and December 31, 2017, and (iv) Company’s unaudited statements of income, cash flow and members’ equity for the nine months ended September 30, 2018 (collectively, the “Company Audited and Interim Financials”). The Company Audited and Interim Financials (A) were prepared in accordance with GAAP (except as may be indicated in the ordinary course of business consistent with past practice footnotes to such Company Audited and as otherwise set forth on Schedule 3.05(b) hereto, the Company does Interim Financials and that unaudited financial statements may not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which notes thereto and other presentation items that may be required by GAAP and are subject to normal and recurring year-end adjustments that are not adequately reserved or reflected reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the balance sheet periods indicated and (B) fairly present the financial condition and operating results of Company and its consolidated Subsidiaries as of the Company included in its Quarterly Report on Form 10-QSB dates and for the quarter ended May 31, 1998, except periods indicated therein. (c) Each of Company and its Subsidiaries maintains a system of internal accounting controls designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for liabilities or obligations which assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Company and each of its Subsidiaries maintains internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsaccordance with GAAP.

Financial Statements. (a) The Company ETI has previously delivered to Parent copies of VSI the following financial statements and notes (collectively, the "Company Financial Statements"): (i) audited consolidated balance sheets of the Company ETI as of November 30December 31, 1995, November 30, 1996 1995 and November 30, 1997, 1994 and the related consolidated statements of income, changes in stockholders' equity and cash flows income of ETI for the fiscal years then ended and the accompanying report of Ernst & Young LLP, independent certified public accountants; and (ii) unaudited, management-prepared balance sheet of ETI as of August 31, 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of (the unaudited consolidated balance sheets of the Company sheet as of May August 31, 19981996 is hereinafter referred to as the "Unaudited Balance Sheet"), and the related unaudited consolidated statements of income income, statements of shareholders' equity and statements of cash flows of ETI for the six months eight-month periods then ended. (b) The Company Financial Statements for the years ended May December 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The 1995 and 1994 which have been audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Ernst & Young LLP have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto orprinciples, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates are accurate and complete in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, and fairly present the consolidated financial position of the Company and its Subsidiaries ETI as of the respective dates thereof and the consolidated income results of operations and retained earnings and sources and applications cash flows of funds ETI for the periods then ended covered thereby. The Company Financial Statements for the eight-month period from January 1, 1996 through August 31, 1996, which have been prepared by management of ETI, have been prepared on an accrual basis but not necessarily in accordance with generally accepted accounting principles. The Company Financial Statements do not accrue any liability for corporate income taxes since ETI has elected Subchapter "S" tax status (subjectsee Notes to the December 31, 1995 audited financial statements of Ernst & Young LLP). In addition, "accounts receivable" reflected in the case Company Financial Statements include aggregate commissions payable to ETI by all customers (of any unaudited interim financial statementsETI's customers, to the absence of footnotes required by GAAP e.g., NYNEX) who have entered into purchase agreements for products and normal year-end adjustments). (b) Except services as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities date of such financial statements whether or obligations which in the aggregate do not exceed $100,000, such products and there do not exist any circumstances that could reasonably be expected to result in services have actually been installed or "cut- over" by such liabilities or obligationsdate.

Financial Statements. (aA) The Company has previously delivered to Parent Schedule 4.6 contains copies of the following financial statements: (i) the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the Company Subsidiaries as at December 31, 2001, 2002 and 2003 and related audited consolidated statements of income, income and changes in stockholders' equity and cash flows financial position for each of the fiscal years 1996 through 1997ended on those dates, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed together with the SEC under reports thereon of KPMG LLP, certified independent public accountants (such audited financial statements being hereinafter referred to as the Exchange Act. The "Audited Financial Statements" and the audited consolidated balance sheet of the Company has also previously delivered and the Company Subsidiaries as at December 31, 2003 being hereinafter referred to Parent copies of as the "December 31, 2003 Balance Sheet"); (ii) the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the Company Subsidiaries as at September 30, 2003 and 2004 and related unaudited consolidated statements of income and cash flows changes in financial position for the six months nine-month periods ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated those dates (such unaudited financial statements being hereinafter referred to as the "Interim Financial Statements" and such unaudited consolidated interim financial statements balance sheet of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports Subsidiaries as at September 30, 2004 being hereinafter referred to as the "September 30, 2004 Balance Sheet"); (iii) the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as hereinafter definedat October 31, 2004 and related unaudited consolidated statement of income (the "October 2004 Financial Statements"); and (iv) filed on or after the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as at November 30, 1995 have been 2004 and related unaudited consolidated statement of income (the "November 2004 Financial Statements"). (B) The Audited Financial Statements were prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during throughout the periods involved (except as may be indicated in the notes thereto orthereto). The Audited Financial Statements have been audited by KPMG LLP, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates and present fairly in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its the Company Subsidiaries at the respective dates thereof and the consolidated results of operations of the Company and the Company Subsidiaries for the respective periods then ended. (C) The Interim Financial Statements were prepared in accordance with GAAP consistently applied throughout the periods involved and in a manner consistent with the application of such principles applied in the preparation of the Audited Financial Statements. The Interim Financial Statements do not contain any footnote disclosures and are subject to normal recurring year-end adjustments, but otherwise present fairly in all material respects the consolidated financial condition and consolidated results of operations of the Company and the Company Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and indicated therein except as otherwise set forth on Schedule 3.05(btherein. (D) hereto, The October 2004 Financial Statements and the Company does not have any liabilities or obligations November 2004 Financial Statements were prepared in accordance with GAAP consistently applied throughout the periods involved and in a manner consistent with the application of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on such principles applied in the balance sheet preparation of the Audited Financial Statements. The October 2004 Financial Statements and the November 2004 Financial Statements accurately reflect the consolidated financial position and the consolidated results of operations of the Company included in its Quarterly Report on Form 10-QSB and the Company Subsidiaries for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsrespective periods covered thereby.

Financial Statements. Sellers delivered to Buyer copies of the following consolidated financial statements of or pertaining to the Facilities ("FINANCIAL STATEMENTS"), which Financial Statements are maintained on an accrual basis, and copies of which are attached hereto as Schedule 3.4: (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company Unaudited Consolidated Balance Sheet dated as of November 30December 31, 1995, November 30, 1996 2003 (the "BALANCE SHEET DATE"); (b) Unaudited Consolidated Income Statement for the 12 months ended on the Balance Sheet Date; and (c) Unaudited Consolidated Balance Sheets and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows Income Statements for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May December 31, 1998, 2002 and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act2001. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Such Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated ("GAAP") consistently applied during the periods involved (), except as may be indicated set forth in Schedule 3.4 and the notes thereto or, in the case absence (or lack of the unaudited GAAP compliance) of footnotes to such statements, as permitted by Form 10-QSB), complied as of their respective dates . Such Balance Sheets present fairly in all material respects with applicable accounting requirements and the published rules and regulations financial condition of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries Facilities as of the dates thereof indicated thereon, and such Income Statements present fairly in all material respects the consolidated income and retained earnings and sources and applications results of funds operations of the Facilities for the periods then ended indicated thereon. Except for (subjecti) liabilities that are disclosed in this Agreement, agreements entered into in connection herewith and Schedules and Exhibits hereto and thereto, and (ii) liabilities that were incurred after the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 Balance Sheet Date in the ordinary course of business consistent business, as of the date hereof, there are no liabilities of the Sellers or their Affiliates relating to the Facilities or the other Assets and Assumed Liabilities required in accordance with past practice and GAAP to be disclosed on the Financial Statements, except as set forth in the Financial Statements or, as otherwise set forth specified on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations3.4.

Financial Statements. (a) The Company has previously delivered to Parent Attached hereto as Exhibit E are copies of the following audited financial statements of the Target: (i) the consolidated balance sheet of the Target at March 31, 1998 and the related statements of operations, cash flows and changes in stockholders' equity for the period March 25, 1998 through March 31, 1998, certified by Ernst & Young, the Target's independent public accountants, together with the report of such independent public accountants thereon (the "Target Audited Financial Statements"), the balance sheets of Brand and TCE at December 31, 1997 (the Company as of November 30"Audited Balance Sheet Date"), December 31, 1996 and December 31, 1995, November 30and the related statements of income, cash flows and changes in stockholders' equity for the fiscal years then ended, certified by Ernst & Young LLP with respect to December 31, 1997 and Lope▇ ▇▇▇a▇▇▇ ▇▇▇▇▇ & ▇o. LLP, the independent public accountants of Brand and TCE, with respect to December 31, 1996 and November December 31, 1995, together with the report of such independent public accountants thereon (the "Brand and TCE Audited Financial Statements"); and (ii) the unaudited balance sheets of Brand and TCE at September 30, 1998 (the "Interim Balance Sheet Date") and September 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months interim periods then ended May 31, 1998, included in (the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed "Brand and TCE Interim Financial Statements," and together with the SEC under Target Audited Financial Statements and the Exchange ActBrand and TCE Audited Financial Statements, the "Financial Statements"). The audited consolidated financial statements and unaudited consolidated interim financial statements All of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during throughout the periods involved (except as may be indicated involved. All of the balance sheets included in the notes thereto orFinancial Statements, in including the case of the unaudited statementsrelated notes, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company position, assets and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether accrued, absolute, accrued, contingent or otherwise) of the Target, Brand and TCE at the dates indicated and such statements of income, cash flows and changes in stockholders' equity fairly present the results of operations, cash flows and changes in stockholders' equity of the Target, Brand and TCE for the periods indicated. The Unaudited Financial Statements contain all adjustments, which are not adequately reserved or reflected on solely of a normal recurring nature, necessary to present fairly the balance sheet of the Company included in its Quarterly Report on Form 10-QSB financial position for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsperiods then ended.

Financial Statements. (a) The Attached as Section 5.8(a) of the Company has previously delivered to Parent Disclosure Letter are the true and complete copies of the audited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and shareholders’ equity of the Company Group as of November and for the years ended December 31, 2022 and December 31, 2021, together with the auditor’s reports thereon (the “Audited Financial Statements”); and true and complete copies of the unaudited condensed consolidated balance sheet and statements of operations and comprehensive loss, cash flows and shareholders’ equity of the Group as of and for the nine (9)-month period ended September 30, 19952023 (the “Interim Financial Statements” and, November 30together with the Audited Financial Statements, 1996 the “Financial Statements”). (b) When delivered pursuant to Section 7.5, the Audited Financial Statements and November 30the Interim Financial Statements, 1997in each case, (i) fairly present in all material respects the consolidated financial position of the Group, as at the respective dates thereof, and the related consolidated statements results of incomeits operations, its consolidated incomes, its consolidated changes in stockholders' shareholders’ equity (with respect to the Audited Financial Statements only) and its consolidated cash flows for the fiscal years 1996 through 1997respective periods then ended (subject, inclusive, included in the Company's Annual Report on Form 10case of the Interim Financial Statements to normal year-KSB end adjustments and the absence of footnotes), (ii) except for the fiscal year ended November 30Interim Financial Statements, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been were prepared in accordance conformity with generally accepted accounting principles ("GAAP") consistently , applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orand, in the case of the unaudited statementsInterim Financial Statements, as permitted by Form 10-QSBthe absence of footnotes or the inclusion of limited footnotes), complied as (iii) were prepared from, and are in accordance in all material respects with, the books and records of their respective dates the Group, (iv) except for the Interim Financial Statements, when delivered by the Company for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 7.5, will comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoSEC, the Exchange Act and fairly present the consolidated financial position of the Company and its Subsidiaries Securities Act applicable to a registrant, in effect as of the respective dates thereof thereof, and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, v) except as expressly disclosed in the case Financial Statements, are not affected to a material extent by any unusual, exceptional or non-recurring items that would or might make the financial position or results of any unaudited interim financial statements, to operations of the absence of footnotes required by GAAP and normal year-end adjustments)Group as disclosed in such Financial Statements misleading or deceptive. (bc) Except The Group maintains a system of internal accounting controls sufficient in all respects to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, and (ii) transactions are recorded as set forth on Schedule 3.05(bnecessary to permit preparation of financial statements in conformity with GAAP. Neither the Group (including any employee thereof) hereto for liabilities incurred since May 31, 1998 nor any independent auditor of the Group has identified or been made aware of (x) any significant deficiency or material weakness in the ordinary course system of business consistent with past practice internal accounting controls utilized by the Group, (y) any fraud, whether or not material, that involves the Group’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Group or (z) any claim or allegation regarding any of the foregoing. (d) The Group is not a party to, and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of commitment to become a party to, any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the material off-balance sheet partnership or any similar Contract or arrangement, including any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsSEC).

Financial Statements. (a) The Company has previously delivered to provided Parent true and complete copies of the following (the financial statements referred to in clauses (i) and (ii) below being collectively referred to as the “Historical Financials”): (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of November 30December 31, 19952012, November 30December 31, 1996 and November 30, 19972011, and the related consolidated December 31, 2010, and statements of income, changes in stockholders' equity retained earnings and cash flows for each of the fiscal three years 1996 through 1997, inclusive, included in then ended (the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of “Year End Financials”); and (ii) the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position sheet of the Company and its Subsidiaries as of the dates thereof June 30, 2013 and the consolidated income and retained earnings and sources and applications statement of funds operations for the periods six months then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments“Most Recent Financials”). (b) Except The Year End Financials (including the related schedules and notes, if any) have been prepared in accordance with GAAP. The Most Recent Financials have been prepared in accordance with GAAP (except for the omission of disclosure notes and year-end adjustments) and the Company and its Subsidiaries’ past principles, practices and procedures for preparing financial statements for interim periods. The Historical Financials (including the notes) present fairly in all material respects the financial condition of the Company and its Subsidiaries as of such dates and the results of operations of the Company and its Subsidiaries for such periods. The Company and its Subsidiaries have maintained systems of internal accounting controls sufficient to provide reasonable assurances that (A) all transactions are executed in accordance with management’s general or specific authorization, (B) all transactions are recorded as necessary to permit the preparation of annual and interim financial statements in conformity with GAAP and to maintain proper accountability for items, and (C) access to their property and assets is permitted only in accordance with management’s general or specific authorization. (c) The Company and its Subsidiaries have no Liability except for (a) Liabilities set forth on Schedule 3.05(bin the balance sheet included in the Most Recent Financials, (b) hereto for liabilities incurred since May 31, 1998 Liabilities which have arisen after the date of the most recent Most Recent Financials in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in and its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000Subsidiaries, and there do not exist any circumstances that could reasonably be expected to result (c) Liabilities incurred in such liabilities or obligationsconnection with this Agreement.

Financial Statements. (a) The 2.22.1 Prior to the date hereof, the Company has previously delivered to Parent copies VSI its consolidated Balance Sheet dated December 28, 1996, its consolidated income statement for the three months then ended and its consolidated statement of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 and November 30, 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in three months then ended (such financial statements are referred to herein as the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act"December Financial Statements"). The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, December Financial Statements and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in within the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretosince January 1, and 1996 fairly present the consolidated financial position of the Company and its Subsidiaries the consolidated results of operations of the Company as at the dates and for the periods to which they apply; such statements have been prepared in conformity with generally accepted accounting principles, applied on a consistent basis throughout the periods involved, and such financial statements comply with all applicable provisions of Regulation S-X of the SEC. The December Financial Statements and the interim financial statements presented in such Reports include all adjustments (subject only to normal recurring year-end adjustments) necessary for a fair presentation of the Company's consolidated financial position and consolidated results of operations as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)presented therein. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 312.22.2 On March 30, 1998 in the ordinary course of business consistent with past practice 1996 and as otherwise set forth on Schedule 3.05(b) heretoDecember 28, 1996, the Company does not have any and its Subsidiaries had no material liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or were required to be reflected in and disclosed on the Company's March 30, 1996 audited consolidated balance sheet or the Balance Sheet (as to December 28, 1996) or in the notes thereto pursuant to Regulation S-X of the SEC or in accordance with generally accepted accounting principles, consistently applied, but were not so reflected and disclosed. Since December 28, 1996, the Company and its Subsidiaries have incurred no liabilities (whether absolute, accrued, contingent or otherwise) in addition to those reflected in or disclosed on the Balance Sheet or the related notes, except liabilities incurred in the ordinary course of business and the execution by the Company of this Agreement. 2.22.3 The books, records and system of internal accounting controls of the Company included and its Subsidiaries comply in all material respects with Section 13(b) of the 1934 Act. 2.22.4 The Disclosure Letter contains an acc▇▇▇▇▇ ▇▇d complete list of the most recent management letters received by the Company or any of its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsSubsidiaries.

Financial Statements. TMS has filed all registration statements, forms, reports and other documents required to be filed by TMS with the Securities and Exchange Commission ("SEC") and has made available to Purchaser copies of all registration statements, forms, reports and other documents filed by TMS with the SEC since August 31, 2003. All such registration statements, forms, reports and other documents (including those that TMS may file after the date hereof until the Closing) are referred to herein as the "TMS SEC Reports." The TMS SEC Reports, at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such TMS SEC Reports. TMS has delivered, or will deliver when prepared, to the Buyer: (a) The Company has previously delivered to Parent copies an audited balance sheet of the audited consolidated balance sheets of the Company TMS as of November 30August 31, 19952003 (including the notes thereto, November 30, 1996 and November 30, 1997the "Balance Sheet"), and the related consolidated audited statements of incomeoperations, changes in stockholdersshareholders' equity and cash flows for the fiscal years 1996 through 1997year then ended, inclusiveincluding in each case the notes thereto, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed together with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies report thereon of the KPMG, independent certified public accountants; (c) an unaudited consolidated balance sheets sheet of the Company TMS as of May 31, 19982004, (the "Interim Balance Sheet") and the related unaudited statements of operations, shareholders' equity and cash flows for the nine (9) months then ended, including in each case the notes thereto; and (d) an unaudited year end Balance Sheet as of August 31, 2004 and a Closing Balance Sheet as of September 30, 2004, and the related unaudited consolidated statements of income operations, shareholders' equity and cash flows for each applicable period then ended, including notes thereto. Such financial statements fairly present, or will fairly present, the six months ended May 31financial condition and the results of operations, 1998, included in shareholders' equity and cash flows of TMS as at the Company's Quarterly Report on Form 10-QSB respective dates of and for the quarter ended May 31periods referred to in such financial statements, 1998 filed all in accordance with GAAP. Additionally, TMS has provided the SEC under the Exchange Act. The audited consolidated financial statements and Buyer with unaudited consolidated interim financial statements of the Company operations, shareholders' equity and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30cash flows, 1995 have been updated monthly and prepared in accordance with generally accepted GAAP except that such statements have not included any notes which may be required by GAAP. The financial statements referred to in this Section 4.7 reflect and will reflect the consistent application of such accounting principles ("GAAP") consistently applied during throughout the periods involved (involved, except as may be indicated disclosed in the notes thereto orto such financial statements, subject to normal year-end adjustments in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their financial statements which were not or are not expected to be material in amount. Since the respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretomost recent of such financial statements and related information documents provided by TMS to Buyer, and fairly present until the consolidated financial position Closing Balance Sheet Date, the operation of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required Business by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 TMS has been conducted in the ordinary course of business and consistent with past practice practices and as otherwise set forth on Schedule 3.05(b) heretothere has not been any Material Adverse Effect in the financial condition, the Company does not have any liabilities assets, liabilities, revenues, expenses or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet operations of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsBusiness.

Financial Statements. (a) The Company has previously delivered to Parent copies of the audited consolidated combined balance sheets of the Company Oceanbulk Shipping and Oceanbulk Carriers, as of November 30December 31, 1995, November 30, 1996 2013 and November 30, 19972012, and the related consolidated combined statements of incomeoperations, changes in stockholders' equity members’ equity, and cash flows for the fiscal years 1996 year ended December 31, 2013 and the period from October 4, 2012 through 1997December 31, inclusive, 2012 (including the related notes and schedules) included in the Company's Annual Report on Form 10-KSB for Oceanbulk F-1 complied in all material respects with applicable accounting requirements and the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies published regulations of the unaudited consolidated balance sheets of the Company as of May 31SEC, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in all material respects in accordance with generally accepted accounting principles ("GAAP") consistently GAAP applied during on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto orthereto) and fairly present, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements respects, the combined financial condition, results of operations and the published rules and regulations cash flows of the SEC with respect thereto, and fairly present Oceanbulk Companies (other than the consolidated financial position of the Company and its Subsidiaries Oceanbulk Holdcos) as of the indicated dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)indicated periods. (b) Except The Oceanbulk Holdcos have previously furnished to Parent a true and correct copy of the unaudited combined balance sheets of Oceanbulk Shipping and Oceanbulk Carriers as set forth on Schedule 3.05(b) hereto for liabilities incurred since May of March 31, 1998 2014, and the related unaudited interim combined statements of operations, members’ equity and cash flows of Oceanbulk Shipping and Oceanbulk Carriers for the three (3) months then ended, which have been prepared in all material respects in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the ordinary course of business consistent with past practice notes thereto) and as otherwise set forth on Schedule 3.05(b) heretofairly present, in all material respects, the Company does not have any liabilities or obligations combined financial condition, results of any nature whatsoever (whether absoluteoperations, accruedmembers’ equity and cash flows of Oceanbulk Shipping, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet Oceanbulk Carriers and their respective Subsidiaries as of the Company included in its Quarterly Report on Form 10-QSB indicated dates and for the quarter ended May 31indicated periods, 1998, except for liabilities or obligations which subject to normal and recurring year-end audit adjustments in amounts that are immaterial in nature and the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsabsence of full footnote disclosure.

Financial Statements. (a) The audited consolidated financial statements and related schedules and notes included in the SEC Documents comply in all material respects with the requirements of the Exchange Act and the Act and the rules and regulations of the SEC thereunder, were prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved except as noted therein, and fairly present in all material respects the financial condition, results of operations, cash flows and changes in stockholders' equity of the Company and its Subsidiaries at the dates and for the periods presented. The Company has previously delivered to Parent true and complete copies of the audited consolidated balance sheets of the Company as of November 30, 1995, November 30, 1996 financial statements and November 30, 1997, related schedules and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets notes of the Company as of May 31, 19981997 and May 31, 1996, and for each of the related unaudited consolidated statements of income and cash flows for three years in the six months period ended May 31, 1998, included in 1997 (the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act"1997 Audited Financial Statements"). The audited unaudited quarterly consolidated financial statements and the related notes included in the SEC Documents, and the unaudited quarterly consolidated interim financial statements and related notes for the three month period ended August 31, 1997 previously delivered by the Company to the Purchasers, fairly present in all material respects the financial condition, results of operations and cash flows of the Company and its Subsidiaries included or incorporated by reference in at the Company SEC Reports (as hereinafter defined) filed on or after November 30dates and for the periods to which they relate, 1995 subject to normal year-end adjust ments, and have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (on a consistent basis except as may be indicated in the notes thereto or, in the case otherwise stated therein and have been prepared on a basis consistent with that of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated audited financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, statements referred to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and above except as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsstated therein.

Financial Statements. (a) The Company has previously delivered to Parent the Purchasers copies of (i) the audited consolidated balance sheets sheet of the Company and the Company Subsidiaries as of November 30, 1995, November 30, 1996 December 31 for the fiscal years 2000 and November 30, 19972001, and the related consolidated statements of incomeoperations, changes in statements of stockholders' equity and cash flows for the fiscal years 1996 1999 through 19972001, inclusive, included as reported in the Company's Annual Report on Form 10-KSB K (as amended) for the fiscal year ended November 30December 31, 1997 2001, filed by the Company with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies , in each case accompanied by the audit report of PricewaterhouseCoopers LLP, independent public accountants, and (ii) the unaudited consolidated balance sheets sheet of the Company and the Company Subsidiaries as of May 31June 30, 1998, 2002 (the "BALANCE SHEET") and the related unaudited consolidated statement of operations, statements of income stockholders' equity and cash flows for the six months three- and six-month periods then ended May 31, 1998, included as reported in the Company's Quarterly Report on Form 10-QSB Q for the quarter ended May 31June 30, 1998 2002, filed with the SEC under the Exchange Act. The audited consolidated All of such financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its the Company Subsidiaries as of the dates thereof shown and the results of the consolidated income operations, statements of stockholders' equity and retained earnings cash flows of the Company and sources and applications of funds the Company Subsidiaries for the respective fiscal periods then ended (or as of the respective dates therein set forth, in each case subject, in the case of any unaudited as to interim financial statements, to the absence of footnotes required by GAAP and normal changes resulting from year-end adjustmentsadjustments (none of which will be material in amount and effect). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31. All of such financial statements have been prepared in accordance with GAAP consistently applied during the periods involved, 1998 in the ordinary course of business consistent with past practice and except as otherwise set forth on Schedule 3.05(b) heretoin the notes thereto, and the Company does not and the Company Subsidiaries have any no liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately fully reflected or reserved or reflected on against in the balance sheet as of the Company June 30, 2002, included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998such financial statements, except for liabilities or obligations which that may have arisen in the aggregate do ordinary and usual course of business and consistent with past practice and that, individually or in the aggregate, would not exceed $100,000, and there do not exist constitute a Material Adverse Effect. Neither the Company nor any circumstances that could reasonably be expected to result in such liabilities Company Subsidiary has entered into any off-balance sheet arrangements or obligationstransactions.

Financial Statements. (a) The Company GP has previously delivered to Parent copies Purchaser (x) the special purpose audited Statements of Certain Assets and Liabilities of the audited consolidated balance sheets of the Company Business as of November December 30, 19952000 and December 29, November 302001 and December 28, 1996 and November 30, 1997, 2002 and the related consolidated statements of incomerevenues and direct expenses, changes in stockholders' equity and direct cash flows and parent’s investment for each of the fiscal two (2) years 1996 through 1997ended December 28, inclusive2002, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed together with the SEC under notes to such audited financial statements, attached hereto on Schedule 3.5(a) and (y) the Exchange Act. The Company has also previously delivered to Parent copies unaudited Statement of Certain Assets and Liabilities of the unaudited consolidated balance sheets of the Company Business as of May 31January 3, 19982004, and the related unaudited consolidated statements statement of income revenues and cash flows direct expenses and parent’s investment for the six months year ended May 31January 3, 19982004, included in the Company's Quarterly Report attached hereto on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange ActSchedule 3.5(b). The audited consolidated financial statements set forth on Schedule 3.5(a) and unaudited consolidated interim financial statements of Schedule 3.5(b) are hereinafter collectively referred to as the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30“Special Purpose Historical Financial Statements”. The Special Purpose Historical Financial Statements fairly present, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company Business as of such dates and its Subsidiaries the combined revenues and direct expenses and changes in parent’s investment for the period or as of the dates thereof date set forth therein, in each case in conformity with the accounting principles set forth on Schedule 3.5(c). When delivered, the unaudited statement of direct cash flows delivered by Sellers pursuant to Section 5.24(c) will have been derived from the unaudited Statement of Certain Assets and Liabilities as of January 3, 2004 and the consolidated income related unaudited statement of revenues and retained earnings and sources and applications of funds direct expenses for the periods period then ended (subjectattached hereto as Schedule 3.5(b), in and will have been prepared consistently with the case of any unaudited interim financial statementsSpecial Purpose Historical Statements for the year ended December 28, to 2002 and the absence of footnotes required by GAAP and normal year-end adjustmentsaccounting principles set forth on Schedule 3.5(c). (b) Except as Schedule 3.5(d) sets forth, on a line item basis, the material estimated reconciliations between the Special Purpose Historical Financial Statements prepared in accordance with the accounting principles set forth on Schedule 3.05(b3.5(c) hereto for liabilities incurred since May 31and the Special Purpose Historical Financial Statements as if such financial statements had been prepared in accordance with GAAP in all material respects (excluding notes thereto) consistently applied. When delivered pursuant to Section 5.24, 1998 to the Knowledge of GP, the Historical GAAP Financial Statements will contain, as to the balance sheet and results of operations contained therein, no materially adverse discrepancies on a line item between the reconciliations shown on Schedule 3.5(d) and the corresponding line item reflected on the Historical GAAP Financial Statements, and, as to the statement of cash flows contained therein, will contain no materially adverse discrepancies in the ordinary course of business consistent with past practice aggregate (excluding any discrepancies occurring from the adjustments resulting from the items set forth in columns (d), (e), (f) and as otherwise (g) under the heading “Working Capital Reconciliation” set forth on Schedule 3.05(b2.3(c)) heretofrom the audited statements of cash flows contained in the Special Purpose Historical Financial Statements or in the unaudited statement of cash flows delivered by Sellers pursuant to Section 5.24(c). (c) Sellers have not, except as disclosed in the notes to the Special Purpose Historical Financial Statements, changed, in any material respect, any of their accounting principles, practices, methodologies or policies (including any reserving and depreciation methodologies, practices and policies) used by them in connection with the Business, the Company does Acquired Assets and Assumed Liabilities. Except as otherwise in accordance with GAAP, Sellers have not have released any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10material non-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationscash reserves.

Financial Statements. True and complete copies of (a) The Company has previously delivered to Parent copies the financial statements of the audited consolidated Acquired Company from inception until July 15, 2010 and the related balance sheets sheet, statement of income and statement of changes in equity; (b) the financial statements of PRMC as at December 31 in each of the Company years 2008 and 2009 and the related statements of income and retained earnings for the years then ended; and (c) the financial statements consisting of the balance sheet of the PRMC as of November at June 30, 1995, November 30, 1996 and November 30, 19972010, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1997, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows retained earnings for the six months ended May 31six-month period then ended. The financial statements referred to in (a), 1998(b) and (c) above collectively referred to as the “Acquired Financial Statements”, all of which are included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange ActSeller Disclosure Schedule. The audited consolidated financial statements Acquired Financial Statements are true, complete and unaudited consolidated interim financial statements of the Company correct and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as jurisdiction of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations place of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for incorporation applied on a consistent basis throughout the periods then ended (involved, subject, in the case of any unaudited interim financial statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of footnotes required by GAAP and normal year-end adjustments). notes (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31that, 1998 if presented, would not differ materially from those presented in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which annual financial statements). The Acquired Financial Statements are not adequately reserved or reflected based on the balance sheet books and records of the Acquired Company included in and its Quarterly Report on Form 10-QSB Subsidiary, and fairly present the financial condition of the Acquired Company and its Subsidiary as of the respective dates they were prepared and the results of the operations of the Acquired Company and its Subsidiary for the quarter ended May 31periods indicated. The balance sheets of the Acquired Company as of July 15, 19982010 and its Subsidiary as of June 30, except for liabilities or obligations which 2010 are referred to herein as the “Acquired Balance Sheet” and June 30, 2010 is referred to as the “Acquired Balance Sheet Date”. Each of the Acquired Company and its Subsidiary maintains a standard system of accounting established and administered in accordance with generally accepted accounting principles in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsjurisdiction of their respective place of incorporation.

Financial Statements. The Borrower has heretofore furnished to the Lenders: (a) The Company has previously delivered to Parent copies the audited and unaudited balance sheets and related statements of operations, members' equity and cash flow of the audited consolidated balance sheets of Borrower and its Subsidiaries listed on Schedule 4.01(a) hereto (the Company as of November 30, 1995, November 30, 1996 and November "Financial Statements"); and (b) the June 30, 1997, balance sheet of the Companies showing their pro forma financial condition after the consummation of any and all transactions contemplated to have occurred as of the related consolidated statements of incomedate hereof, changes in stockholders' equity and cash flows for the fiscal years 1996 through as if they had occurred on August 31, 1997, inclusiveattached as Schedule 4.01(b) (as updated pursuant to Section 3.01(b), included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act"Opening Balance Sheet"). The Company has also previously delivered to Parent copies of the unaudited consolidated balance sheets of the Company as of May 31, 1998, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during . Since August 15, 1997, except for the periods involved (except as may be indicated Offering, the Tennessee Acquisition and the transactions contemplated by the KPLR Acquisition Documents, there has been no material adverse change in the notes thereto orassets, in the case of the unaudited statementsproperties, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated business or condition (financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of any of the Company included Companies and no dividends or distributions have been declared or paid by any of the Companies. None of the Companies has any contingent obligations, liabilities for taxes or unusual forward or long-term commitments except as specified in its Quarterly Report on Form 10-QSB such Financial Statements and except for the quarter ended May 31, 1998, except for liabilities or obligations which Offering and the transactions contemplated by the KPLR Acquisition Documents. The Opening Balance Sheet fairly represents the pro forma financial condition of the Companies as of its date. All financial projections submitted to the Lenders by the Borrower at the time delivered (including all projections set forth in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably Budget) are believed by the Borrower to be expected to result reasonable in such liabilities or obligationslight of all information presently known by the Borrower.

Financial Statements. Long Beach has previously made available to Washington Mutual copies of (a) The Company has previously delivered to Parent copies of the audited consolidated balance sheets of the Company Long Beach and its Subsidiaries, as of November 30December 31, 1995, November 30, 1996 for the fiscal years 1997 and November 30, 19971998, and the related consolidated statements of incomeoperations, changes in stockholders' equity and cash flows for the fiscal years 1996 through 19971998, inclusive, included as reported in the CompanyLong Beach's Annual Report on Form 10-KSB K for the fiscal year ended November 30December 31, 1997 1998 filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of Deloitte & Touche LLP, independent auditors with respect to Long Beach, and (b) the unaudited consolidated balance sheets of Long Beach and its Subsidiaries as of March 31, 1998 and March 31, 1999 and the related unaudited consolidated statements of operations, stockholders, equity and cash flows for the three-month periods then ended, as reported in Long Beach's Quarterly Report on Form 10-Q for the period ended March 31, 1999 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies Each of the unaudited consolidated balance sheets of financial statements referred to in this Section 4.6 (including the Company as of May 31related notes, 1998where applicable) fairly present, and the related unaudited consolidated statements of income and cash flows for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of referred to in Section 7.11 hereof (including the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports related notes, where applicable) will fairly present (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto orsubject, in the case of the unaudited statements, as permitted by Form 10-QSBto normal recurring adjustments, none of which are expected to be material in nature or amount), complied the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Long Beach and its Subsidiaries for the respective fiscal periods or as of their the respective dates therein set forth. Each of such financial statements (including the related notes, where applicable) complies, and the financial statements referred to in Section 7.11 hereof (including the related notes, where applicable) will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligations.respect

Financial Statements. (a) The Company Georgia has previously delivered made available to Parent Wisconsin copies of the audited consolidated balance sheets sheet of Georgia and the Company Georgia Subsidiaries as of November 30December 31, 1995, November 30, 1996 2007 and November 30, 19972008, and the related combined and consolidated statements of incomeearnings, changes in stockholders' comprehensive earnings, shareholder’s equity and cash flows for the fiscal years 1996 through 1997, inclusive, included then ended as reported in the Company's Georgia’s Annual Report on Form 10-KSB K for the fiscal year ended November 30December 31, 1997 2008 (the “Georgia 2008 10-K”) filed with the SEC under the Exchange Act, accompanied by the audit report of KPMG LLP, independent public accountants with respect to Georgia for the years ended December 31, 2006, 2007 and 2008. The Company has also previously delivered to Parent copies December 31, 2008 consolidated balance sheet of Georgia (including the related notes, where applicable) fairly presents in all material respects the consolidated financial position of Georgia and the Georgia Subsidiaries as of the unaudited consolidated balance sheets of the Company as of May 31, 1998date thereof, and the other financial statements referred to in this Section 4.6 (including the related unaudited notes, where applicable) fairly present in all material respects the results of the consolidated statements of income and operations, cash flows and changes in shareholders’ equity and consolidated financial position of Georgia and the Georgia Subsidiaries for the six months ended May 31, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements respective fiscal periods or as of the Company and its Subsidiaries included or incorporated by reference respective dates therein set forth, subject to normal year-end audit adjustments in the Company SEC Reports (as hereinafter defined) filed on or after November 30, 1995 have been prepared in accordance amounts consistent with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, past practice in the case of the unaudited financial statements, as permitted by Form 10-QSB)which adjustments, complied as individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on Georgia; each of their respective dates such statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods then ended (subjectinvolved, except, in the case of any unaudited interim financial statementseach case, to the absence of footnotes required by GAAP and normal year-end adjustments). (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 indicated in such statements or in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise) which are not adequately reserved or reflected on the balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998, except for liabilities or obligations which in the aggregate do not exceed $100,000, and there do not exist any circumstances that could reasonably be expected to result in such liabilities or obligationsnotes thereto.

Financial Statements. (a) The Company has Sellers have previously delivered to Parent Buyer accurate and complete copies of (i) the audited consolidated unaudited balance sheets of the Company as of November 30each Seller at December 31, 19952000, November 30December 31, 1996 2001 and November 30December 31, 1997, 2002 and the related consolidated unaudited statements of incomeoperations, changes in stockholders' shareholders’ equity and cash flows for the fiscal period and years 1996 through 1997then ended, inclusive, included in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 1997 filed with the SEC under the Exchange Act. The Company has also previously delivered to Parent copies of and (ii) the unaudited consolidated balance sheets sheet of the Company as of each Seller at May 31, 19982003, and the related unaudited consolidated statements of income operations, shareholders’ equity and cash flows for the six five months then ended May 31(collectively, 1998, included in the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998 filed with the SEC under the Exchange Act. The audited consolidated financial statements described in clauses (i) and unaudited consolidated interim financial statements (ii) of this Section 3.6(a) are referred to herein as the Company and its Subsidiaries included or incorporated by reference in the Company SEC Reports (as hereinafter defined) filed on or after November 30“Financial Statements”). Such Financial Statements present fairly, 1995 have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto, and fairly present the consolidated financial position of Sellers at the Company and its Subsidiaries as of the dates thereof date thereof, and the consolidated income results of operations, changes in shareholders’ equity and retained earnings and sources and applications cash flows of funds Sellers for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments)period indicated. (b) Except as set forth on Schedule 3.05(b) hereto for liabilities incurred since May 31, 1998 in the ordinary course of business consistent with past practice and as otherwise set forth on Schedule 3.05(b) hereto, the Company does not have Neither Seller has any liabilities or obligations of any nature whatsoever (whether known or unknown and whether absolute, accrued, contingent or otherwise) which are not adequately except for (i) liabilities or obligations reflected or reserved or reflected on against in full in the unaudited balance sheet of the Company included in its Quarterly Report on Form 10-QSB for the quarter ended such Seller at May 31, 19982003 (the “Balance Sheet”), except for (ii) liabilities or obligations which disclosed on Section 3.6(b) of the Disclosure Schedule, and (iii) current liabilities incurred by such Seller in the aggregate do ordinary course of business (consistent with past practices) since May 31, 2003 (the “Balance Sheet Date”). (c) Since the Balance Sheet Date, whether or not exceed $100,000in the ordinary course of business, and there do has not exist been, occurred or arisen any circumstances change in or event affecting Sellers or the Business that could has had or may reasonably be expected to result in such liabilities have a material adverse effect on Sellers or obligationsthe Business.