Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. (a) Prior to the Effective Time, ITI will furnish Lil Marc with the audited ITI balance sheets as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (b) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior Parent and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC since January 1, 2017 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as at December 31of the date of the last such amendment, 2000 the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and December 31the Exchange Act, 2001as the case may be, and the related statements of income applicable rules and retained earningsregulations promulgated thereunder, statements of cash flows and statements of stockholders equity of ITI for each none of the two fiscal years ended December 31Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, 2001 in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by date of this Agreement) will be deemed to modify information as of an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Actearlier date. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, except as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures and schedules required in accordance with GAAPthe unaudited statements, and year to normal year-end audit adjustments which are not individually and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP). (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior Parent and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to the Effective Time, ITI will furnish Lil Marc be filed or furnished by it with the audited ITI balance sheets SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). As of their respective dates or, if amended, as at December 31of the date of the last such amendment, 2000 the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and December 31the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, 2001as the case may be, and the related statements of income applicable rules and retained earningsregulations promulgated thereunder, statements of cash flows and statements of stockholders equity of ITI for each none of the two fiscal years ended December 31Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, 2001 in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the "Audited Financial Statements")date of this Agreement) will be deemed to modify information as of an earlier date. Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under none of the Securities ActParent SEC Documents is the subject of ongoing SEC review or investigation. (b) In each case, except for the absence The consolidated financial statements (including all related notes and schedules) of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or Parent included in the aggregate Parent SEC Documents fairly present in all material (i) respects the Audited Financial Statements shall be prepared by management consolidated financial position of ITIParent and its consolidated Subsidiaries, (ii) as at the Audited Financial Statements shall present fairly as of their respective dates the assetsthereof (if amended, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of the last such balance sheetsamendment), except as and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to the extent reflected or reserved against any other adjustments described therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or including the notes thereto) in conformity with GAAP (except, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value case of the assets of ITI in accordance with GAAPunaudited statements, and as permitted by the SEC) applied on a consistent basis during the periods involved (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to except as may be set forth indicated therein by GAAP. (c) Except as set forth or in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwisenotes thereto), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior Parent has timely filed or furnished all forms, statements, documents and reports together with any amendments required to be made with respect thereto required to be filed or furnished by it prior to the date hereof with the SEC since July 1, 2006 (the “Parent SEC Documents”) and has paid all fees and assessments due and payable. As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective TimeTime (the “Subsequent Parent SEC Documents”) will comply in all material respects, ITI will furnish Lil Marc with the audited ITI balance sheets requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as at December 31, 2000 and December 31, 2001the case may be, and the related statements of income applicable rules and retained earningsregulations promulgated thereunder, statements of cash flows and statements of stockholders equity of ITI for each none of the two fiscal years ended December 31Parent SEC Documents contained, 2001 (and the "Audited Financial Statements")Subsequent Parent SEC Documents will not contain, any untrue statement of a material fact or omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. Such Audited Financial Statements shall have been reviewed by an independent auditor experienced As of the date hereof, there are no outstanding or unresolved comments in Securities and comment letters received from the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects, except and he consolidated financial statements (including all related notes and schedules) of Parent included in the Subsequent Parent SEC Documents will fairly present in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures and schedules required in accordance with GAAPthe unaudited statements, and year to normal year-end audit adjustments which are not individually and to any other adjustments described therein including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the aggregate notes thereto). Since December 31, 2005, Parent has not made any material (i) change in the Audited Financial Statements shall be prepared by management accounting practices or policies applied in the preparation of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the its financial condition of ITI, (iii) as of the date of such balance sheetsstatements, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with required by GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPSEC rule or policy or applicable Law. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior The Partnership and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to the Effective Time, ITI will furnish Lil Marc be filed or furnished by it with the audited ITI balance sheets SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership SEC Documents”). As of their respective dates or, if amended, as at December 31of the date of the last such amendment, 2000 the Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and December 31the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), 2001as the case may be, and the related statements of income applicable rules and retained earningsregulations promulgated thereunder, statements of cash flows and statements of stockholders equity of ITI for each none of the two fiscal years ended December 31Partnership SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, 2001 in light of the circumstances under which they were made, not misleading, except that information set forth in the Partnership SEC Documents as of a later date (but before the "Audited Financial Statements")date of this Agreement) will be deemed to modify information as of an earlier date. Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under none of the Securities ActPartnership SEC Documents is the subject of ongoing SEC review or investigation. (b) In each case, except for The consolidated financial statements (including all related notes and schedules) of the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or Partnership included in the aggregate Partnership SEC Documents fairly present in all material (i) respects the Audited Financial Statements shall be prepared by management consolidated financial position of ITIthe Partnership and its consolidated Subsidiaries, (ii) as at the Audited Financial Statements shall present fairly as of their respective dates the assetsthereof (if amended, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of the last such balance sheetsamendment), except as and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to the extent reflected or reserved against any other adjustments described therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value case of the assets of ITI in accordance with GAAPunaudited statements, and as permitted by the SEC) applied on a consistent basis during the periods involved (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to except as may be set forth indicated therein by GAAP. (c) Except as set forth or in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwisenotes thereto), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior The Parent has timely filed the Parent SEC Documents with the SEC. As of their respective dates or, if amended, as of the date of the last such amendment filed prior to the Effective Timedate of this Agreement, ITI will furnish Lil Marc the Parent SEC Documents, including any financial statements or schedules included therein (i) did 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 made therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the audited ITI balance sheets as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each applicable requirements of the two fiscal years ended December 31Exchange Act, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act, the rules and regulations of the SEC applicable to such Parent SEC Documents. No Parent Subsidiary is required to file any forms, reports or other documents with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) In each caseThe Parent Audited Financial Statements and the Parent Unaudited Interim Financial Statements complied, as of their respective dates, with applicable accounting requirements and rules and regulations of the SEC. The Parent Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except for as may be indicated in the notes thereto and subject, in the case of the Parent Unaudited Interim Financial Statements and the Parent Unaudited Annual Financial Statements, to normal year-end adjustments and, with respect to the Parent Unaudited Interim Financial Statements, the absence of full footnote disclosures certain notes) and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material fairly present (i) the Audited Financial Statements shall be prepared by management consolidated financial position of ITI, the Parent and the Parent Subsidiaries as of the dates thereof and (ii) the Audited Financial Statements shall present fairly as consolidated results of their respective dates the assetsoperations, liabilities, changes in stockholders' equity and the financial condition of ITI, (iii) as cash flows of the date of such balance sheets, except as Parent and to the extent reflected or reserved against Parent Subsidiaries for the periods presented therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except (x) as set forth disclosed in the Audited Parent Financial Statements and to (y) for liabilities and obligations incurred in the knowledge ordinary course of ITIbusiness and consistent with past practice since the Balance Sheet Date, ITI and its subsidiaries have no material neither the Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (nature, whether asserted, unasserted, or not accrued, unaccruedcontingent or otherwise, absolutethat, fixed(i) would be required to be reflected in the Parent's financial statements, contingentand (ii) individually or in the aggregate, liquidated, unliquidated, due, to become duehave had, or otherwise), and there is no fact, condition or circumstance which could would reasonably be expected to result in such liabilities or obligationshave, a Parent Material Adverse Effect.

Reports and Financial Statements. (a) Prior Parent has timely filed or furnished all forms, statements, certifications, documents and reports required to be filed or furnished by it with the SEC from January 1, 2022 (as amended and supplemented from time to time, the “Parent SEC Documents”), each of which, in each case as of its date, or, if amended, as finally amended prior to the Effective Timedate of this Agreement, ITI will furnish Lil Marc complied as to form in all material respects with the audited ITI balance sheets applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as at December 31, 2000 and December 31, 2001the case may be, and the related statements of income applicable rules and retained earningsregulations promulgated thereunder, statements of cash flows and statements of stockholders equity of ITI for each as of the two fiscal years ended December 31date filed with the SEC, 2001 (and none of the "Audited Financial Statements")Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Such Audited Financial Statements shall have been reviewed by As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents, and, to the Knowledge of Parent, none of the Parent SEC Documents is the subject of an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Actongoing SEC review or investigation. (b) In each case, except for the absence The consolidated financial statements (including all related notes and schedules) of full footnote disclosures Parent and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or its Subsidiaries included in the aggregate material Parent SEC Documents (i) the Audited Financial Statements shall be prepared by management of ITIif amended, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of the last such balance sheetsamendment) fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, except as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to the extent reflected or reserved against any other adjustments described therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or including the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there were prepared in all material respects in conformity with GAAP and IFRS (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). None of the Subsidiaries of Parent is no fact, condition or circumstance which could reasonably be expected required to result in such liabilities or obligationsfile periodic reports with the SEC.

Reports and Financial Statements. (a) Prior Parent and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC since November 1, 2013 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as at December 31of the date of the last such amendment, 2000 the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and December 31the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, 2001as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents at the time they were filed or furnished contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is, or at any time since November 1, 2013 has been, required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related statements notes and schedules) of income Parent included in the Parent SEC Documents at the time they were filed or furnished (i) fairly present in all material respects the consolidated financial position of Parent and retained earningsits consolidated Subsidiaries, statements as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (except, in the case of unaudited statements, subject to normal year-end audit adjustments, the absence of notes and statements of stockholders equity of ITI for each to any other adjustments described therein, including in any notes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the two fiscal years ended December 31SEC, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities Exchange Act and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (bc) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as As of the date hereof, there are no outstanding or unresolved comments in any comment letters of such balance sheets, except as and the staff of the SEC received by Parent relating to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPParent SEC Documents. (cd) Except Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as set forth defined in Item 303(a) of Regulation S-K of the Audited Financial Statements and SEC), where the result, purpose or effect of such Contract is to the knowledge avoid disclosure of ITIany material transaction involving, ITI and its subsidiaries have no or material liabilities of, Parent or obligations any of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, its Subsidiaries in Parent’s financial statements or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsother Parent SEC Documents.

Reports and Financial Statements. Since February 28, 1995, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered to the Company copies of its (a) Prior to Annual Report on Form 10-K for the Effective Timefiscal year ended March 1, ITI will furnish Lil Marc 1997, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from March 1, 1997, until the date hereof and (c) all other reports, including quarterly reports, or registration statements filed by Parent with the SEC since March 1, 1997 (other than Registration Statements filed on Form S-8) (collectively, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not 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 circumstances under which they were made, not misleading. The audited ITI balance sheets as at December 31, 2000 consolidated financial statements and December 31, 2001, and the related unaudited interim consolidated financial statements of income and retained earningsParent included in such reports (collectively, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Parent Financial Statements"). Such Audited Financial Statements shall ) have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals principles applied on a consistent basis ("GAAP") and shall except as may be in compliance with Regulation S-X, as promulgated under the Securities Act. (b) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually indicated therein or in the aggregate material (inotes thereto) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall and fairly present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition position of ITI, (iii) Parent and its subsidiaries as of the date dates thereof and the results of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, their operations and changes in financial condition shall reflect fairly position for the information required to be set forth therein by GAAP. (c) Except as set forth periods then ended, subject, in the Audited Financial Statements and to case of the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, dueunaudited interim financial statements, to become due, or otherwise), normal year-end and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsaudit adjustments and any other adjustments described therein.

Reports and Financial Statements. Since January 1, 1996, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Prior to Annual Reports on Form 10-K for the Effective Time, ITI will furnish Lil Marc with the audited ITI balance sheets as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years year ended December 31, 2001 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Audited Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 (collectively, the "Parent Financial Statements"). Such Audited Financial Statements shall ) have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals principles applied on a consistent basis ("GAAP") and shall except as may be in compliance with Regulation S-X, as promulgated under the Securities Act. (b) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually indicated therein or in the aggregate material (inotes thereto) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall and fairly present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition position of ITI, (iii) Parent and its subsidiaries as of the date dates thereof and the results of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, their operations and changes in financial condition shall reflect fairly position for the information required to be set forth therein by GAAPperiods then ended. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior Parent has filed or made available all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it with the SEC since January 1, 2021 (collectively with all such documents and reports filed on a voluntary basis on Form 8-K since January 1, 2021, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the entry into this Agreement, then on the date of such filing), except as would not have, individually or in the aggregate, a Parent Material Adverse Effect: (i) each of the Parent SEC Documents complied as to form with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected: (A) in the case of Parent SEC Documents filed or furnished prior to the entry into this Agreement that were amended or superseded on or prior to the entry into this Agreement, by the filing or furnishing of the applicable amending or superseding Parent SEC Documents; and (B) in the case of Parent SEC Documents filed or furnished after the entry into this Agreement that are amended or superseded prior to the Effective Time, ITI will furnish Lil Marc with by the audited ITI balance sheets filing or furnishing of the applicable amending or superseding Parent SEC Documents. Except as at December 31would not have, 2000 individually or in the aggregate, a Parent Material Adverse Effect, the certifications and December 31statements relating to Parent SEC Documents required by: (1) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (2) Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; or (3) any other applicable Law (collectively, 2001the “Parent Certifications”), are accurate and complete, and the related statements of income comply as to form and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each content with all applicable Laws. As of the two fiscal years ended December 31entry into this Agreement, 2001 (there are no outstanding or unresolved comments received from the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accountingSEC staff with respect to the Parent SEC Documents and, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-Xto the knowledge of Parent, as promulgated under none of the Securities ActParent SEC Documents is the subject of ongoing SEC review or investigation. (b) In each caseExcept as would not be material to Parent and the Parent Subsidiaries, except for taken as a whole, since January 1, 2021, Parent has maintained a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the absence Exchange Act) reasonably designed to provide reasonable assurances: (i) that records are maintained that in reasonable detail accurately and fairly reflect the transactions and dispositions of full footnote disclosures and schedules required assets of the Parent; (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and year end audit adjustments which that receipts and expenditures of Parent are not individually or being made only in accordance with the aggregate material (i) the Audited Financial Statements shall be prepared by authorizations of management and directors of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity Parent and the financial condition of ITI, (iii) as regarding prevention or timely detection of the date unauthorized acquisition, use or disposition of such balance sheets, except as and to the extent reflected Parent properties or reserved against therein, ITI did not assets that could have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in material effect on Parent’s financial condition shall reflect fairly the information required to be set forth therein by GAAPstatements. (c) Except as set forth would not be material to Parent and the Parent Subsidiaries, taken as a whole, since January 1, 2021, Parent has maintained a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) reasonably designed to ensure that all material information concerning Parent is made known on a timely basis to the individuals responsible for the preparation of Parent filings with the SEC and other public disclosure documents, and otherwise ensure that information required to be disclosed by Parent in the Audited Financial Statements reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, to allow timely decisions regarding required disclosure and to make the Parent Certifications. (d) Parent’s management has completed an assessment of the effectiveness of Parent’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2022, and such assessment concluded that such controls were effective and Parent’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that Parent maintained effective internal control over financial reporting as of December 31, 2022. Based on its most recent evaluation of internal controls over financial reporting prior to the entry into this Agreement, management of Parent has disclosed to Parent’s auditors and the audit committee of the Parent GP Board any: (A) “significant deficiency” in the internal controls over financial reporting of Parent, (B) “material weakness” in the internal controls over financial reporting of Parent or (C) fraud, whether or not material, that involves management or other employees of Parent who have a role in the internal controls over financial reporting of Parent. (e) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, the financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); and (iii) fairly present in all material respects the consolidated financial position of Parent as of the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods covered thereby. Except as have been described in the Parent SEC Documents, as of the entry into this Agreement, there are no unconsolidated Subsidiaries of Parent or any off-balance sheet arrangements of the type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K. (f) Parent is in compliance in all material respects with the applicable listing requirements of the NYSE, and has not since January 1, 2021, received any written (or, to the knowledge of ITIParent, ITI and its subsidiaries have no material liabilities or obligations oral) notice asserting any non-compliance with the listing requirements of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsNYSE.

Reports and Financial Statements. (a) Prior Parent has timely filed or furnished all forms, documents and reports required to the Effective Time, ITI will furnish Lil Marc be filed or furnished by it with the audited ITI balance sheets SEC since January 1, 2015 (all such forms, documents and reports filed or furnished by Parent since such date, the “Parent SEC Documents”). As of their respective dates or, if amended, as at December 31of the date of the last such amendment (and, 2000 in the case of registration statements and December 31proxy statements, 2001on the dates of effectiveness and the dates of the relevant meetings, respectively), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the related applicable rules and regulations of the SEC promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is, or at any time since January 1, 2015 has been, required to file any forms, reports or other documents with the SEC. As of the date hereof, none of the Parent SEC Documents is the subject of ongoing SEC review. As of the date hereof, there are no inquiries or investigations by the SEC or any Governmental Entity or any internal investigations pending or, to the knowledge of Parent, threatened, in each case regarding any accounting practices or financial statements of income and retained earnings, statements Parent or any of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Actits Subsidiaries. (b) In each caseSince January 1, except for 2015, Parent has complied in all material respects with the absence of full footnote disclosures applicable listing and schedules required in accordance with GAAP, corporate governance rules and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as regulations of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPNYSE. (c) Except Since January 1, 2015, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as set forth applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and the NYSE. (d) The consolidated financial statements (including all related notes and schedules) of Parent included in or incorporated by reference into the Parent SEC Documents (i) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as of the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the Audited Financial Statements case of unaudited statements, to normal year-end audit adjustments that are not material and to any other adjustments described therein, including the knowledge notes thereto), (ii) were prepared in all material respects in conformity with GAAP (except, in the case of ITIthe unaudited statements, ITI and its subsidiaries have no material liabilities as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwisein the notes thereto), and there (iii) comply as to form in all material respects with the applicable accounting requirements under the Securities Act, the Exchange Act and the applicable rules and regulations of the SEC. (e) Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any off-balance sheet joint venture, off-balance sheet partnership or any other “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), other than those that would be de minimis to the Parent and its Subsidiaries, taken as a whole. (f) Since January 1, 2015, (i) none of Parent or any of its Subsidiaries has received any written material complaint, allegation, assertion or claim regarding the financial accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or any material complaint, allegation, assertion or claim from employees of Parent or any of its Subsidiaries regarding questionable financial accounting or auditing matters with respect to Parent or any of its Subsidiaries and (ii) no factattorney representing Parent or any of its Subsidiaries, condition whether or circumstance which could reasonably be expected not employed by Parent or any of its Subsidiaries, has reported credible evidence of any material violation of securities Laws, breach of fiduciary duty or similar material violation by Parent, any of its Subsidiaries or any of their respective officers, directors, employees or agents to result in such liabilities the Parent Board or obligationsany committee thereof, or to the General Counsel or Chief Executive Officer of Parent.

Reports and Financial Statements. (a) Prior The filings required to the Effective Time, ITI will furnish Lil Marc with the audited ITI balance sheets as at December 31, 2000 and December 31, 2001, be made by IES and the related statements of income and retained earningsIES Subsidiaries since January 1, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated 1992 under the Securities Act, the Exchange Act, the 1935 Act, the Power Act, the Atomic Energy Act and applicable state laws and regulations have been filed with the SEC, the FERC, the NRC, the DOE or any appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. (b) In IES has made available to WPL and Interstate a true and complete copy of each caseform, except for report, schedule, registration statement and definitive proxy statement filed by each of IES and Utilities with the absence SEC since January 1, 1992 (as such documents have since the time of full footnote disclosures their filing been amended or supplemented, the "IES SEC Reports") and schedules required each other filing described in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as Section 5.5(a). As of their respective dates dates, the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI IES SEC Reports did not have contain any liabilities untrue statement of a material fact or obligations (absolute or contingent) which should be reflected in omit to state a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information material fact required to be set forth stated therein by GAAPor necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Except The audited consolidated financial statements and unaudited interim financial statements of IES and Utilities, as set forth the case may be, included in the Audited IES SEC Reports (collectively, the "IES Financial Statements Statements") have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q under the knowledge Exchange Act) and fairly present in all material respects the financial position of ITIIES or Utilities, ITI as the case may be, as of the dates thereof and the results of its subsidiaries have no material liabilities or obligations operations and cash flows for the periods then ended, subject, in the case of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, duethe unaudited interim financial statements, to become duenormal, recurring audit adjustments. (d) True, accurate and complete copies of the Restated Articles of Incorporation and By-laws of IES, as in effect on the date hereof, are included (or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result incorporated by reference) in such liabilities or obligationsthe IES SEC Reports.

Reports and Financial Statements. (a) Prior From January 1, 2012 through the date of this Agreement, each of Parent and Actavis, Inc. have filed or furnished all forms, documents and reports with the SEC (such forms, documents and reports, the “Parent SEC Documents”) required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC. As of their respective dates, or, if amended, as at December 31of the date of (and giving effect to) the last such amendment (and, 2000 in the case of registration statements and December 31proxy statements, 2001on the date of effectiveness and the dates of the relevant meetings, respectively), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the related statements of income applicable rules and retained earningsregulations promulgated thereunder, statements of cash flows and statements of stockholders equity of ITI for each none of the two fiscal years ended December 31Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, 2001 (in light of the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accountingcircumstances under which they were made, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Actnot misleading. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of Parent or Actavis, except Inc., as applicable, included in the Parent SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Parent or Actavis, Inc., as applicable, and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures and schedules required in accordance with GAAPthe unaudited statements, and year to normal year-end audit adjustments which are not individually and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP). (c) Except Neither Parent nor any of the Parent Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one of the Parent Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as set forth defined in Item 303(a) of Regulation S-K of the Audited Financial Statements and SEC), in each case where the result, purpose or effect of such Contract is to the knowledge avoid disclosure of ITIany material transaction involving, ITI and its subsidiaries have no or material liabilities of, Parent or obligations any of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, the Parent Subsidiaries in Parent’s financial statements or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsother Parent SEC Documents.

Reports and Financial Statements. Tribune has timely filed all registration statements, prospectuses, forms, reports and documents required to be filed by it under the Securities Act or the Exchange Act since January 1, 1998 (collectively, the "TRIBUNE SEC REPORTS"). The Tribune SEC Reports (a) Prior to the Effective Timeas of their respective dates, ITI will furnish Lil Marc with the audited ITI balance sheets as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be were prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-Xthe requirements of the Securities Act or the Exchange Act, as promulgated under the Securities Act. case may be, and (b) In each casedid not, at the time they were filed, contain any untrue statement of 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 circumstances under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the Tribune SEC Reports and the audited consolidated balance sheet of Tribune as of December 26, 1999 (including the related notes) attached to Section 5.5 of the Tribune Disclosure Statement presents fairly, in all material respects, the consolidated financial position of Tribune and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the Tribune SEC Reports and the other related audited statements of Tribune as at or for the period ended December 26, 1999 (including the related notes) attached to Section 5.5 of the Tribune Disclosure Statement present fairly, in all material respects, the results of operations and the changes in financial position of Tribune and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except for the absence of full footnote disclosures as otherwise noted therein and schedules required in accordance with GAAPsubject, and year end audit adjustments which are not individually or in the aggregate material (i) case of the Audited Financial Statements shall be prepared by management unaudited interim financial statements, to normal year-end adjustments. All of ITIthe Tribune SEC Reports, (ii) the Audited Financial Statements shall present fairly as of their respective dates dates, complied as to form in all material respects with the assetsrequirements of the Exchange Act and/or the Securities Act, liabilitiesas applicable, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as applicable rules and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPregulations thereunder. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior Parent and each of its Subsidiaries has timely filed or furnished all forms, documents and reports required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC since January 28, 2012 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as at December 31of the date of the last such amendment (and, 2000 in the case of registration statements and December 31proxy statements, 2001on the dates of effectiveness and the dates of the relevant meetings, respectively), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of the time of filing with the SEC, as the case may be, and the related statements of income applicable rules and retained earningsregulations promulgated thereunder, statements of cash flows and statements of stockholders equity of ITI for each none of the two fiscal years ended December 31Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, 2001 (in light of the "Audited Financial Statements")circumstances under which they were made, not misleading. Such Audited Financial Statements shall have been reviewed None of Parent’s Subsidiaries is, or at any time since January 28, 2012 has been, required to file any forms, reports or other documents with the SEC. As of the date of this Agreement, no executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by an independent auditor experienced in Securities Parent relating to the Parent SEC Documents. Parent has heretofore made available to the Company true, correct and Exchange Commission ("SEC") accountingcomplete copies of all written correspondence between Parent and the SEC occurring since January 28, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X2012. None of the Parent SEC Documents are, as promulgated under to the Securities Actknowledge of Parent, the subject of ongoing SEC review. (b) In each case, except for The consolidated financial statements (including all related notes and schedules) of Parent included in or incorporated by reference into the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in Parent SEC Documents (the aggregate material “Parent Financial Statements”) (i) fairly present in all material respects the Audited Financial Statements shall be prepared by management consolidated financial position of ITIParent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP (except, in the Audited Financial Statements shall present fairly as case of their respective dates the assetsunaudited statements, liabilities, stockholders' equity subject to normal year-end audit adjustments and the financial condition absence of ITIfootnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) as have been prepared from, and are in accordance with, the books and records of Parent and its consolidated subsidiaries. The books and records of the date of such balance sheetsCompany and its Subsidiaries have been, except as and to the extent reflected or reserved against thereinare being, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected maintained in a balance sheet or the notes thereto, prepared all material respects in accordance with GAAPGAAP and any other applicable legal and accounting requirements. KPMG LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPstatement disclosure or auditing scope or procedure. (c) Except as set forth in the Audited Financial Statements and to the knowledge Neither Party nor any of ITIits Subsidiaries is a party to, ITI and its subsidiaries nor does it have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, commitment to become duea party to, any joint venture, off-balance sheet partnership or otherwise)any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one of its Subsidiaries, on the one hand, and there is no factany unconsolidated Affiliate, condition including any structured finance, special purpose or circumstance which could reasonably be expected to result limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in such liabilities or obligationsItem 303(a) of Regulation S-K of the SEC).

Reports and Financial Statements. (ai) Prior Each of Oryx and Sun Energy Partners, L.P. ("Oryx Partnership") has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to the Effective Time, ITI will furnish Lil Marc be filed by it with the audited ITI balance sheets as at December 31SEC since January 1, 2000 and December 311997 (collectively, 2001including all exhibits thereto, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial StatementsOryx SEC Reports"). Such Audited Financial Statements shall have Since such date, no other Subsidiary of Oryx has been reviewed by an independent auditor experienced in Securities and Exchange Commission ("required to file or has filed any form, report, registration statement, prospectus or other document with the SEC") accounting. None of the Oryx SEC Reports, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (b) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates (and, if amended or superseded by a filing prior to the assetsdate of this Agreement or the Closing Date, liabilities, stockholders' equity and the financial condition of ITI, (iii) then as of the date of such balance sheetsfiling), contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Oryx SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Oryx or Oryx Partnership, as the case may be, and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments that have not been and are not expected to be material in amount. All of such Oryx SEC Reports, as of their respective dates (and as of the date of any amendment to the extent reflected or reserved against thereinrespective Oryx SEC Report), ITI did complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Since December 31, 1997, Oryx and its Subsidiaries have not have incurred any liabilities or obligations (absolute or contingent) which should that are of a nature that would be reflected in required to be disclosed on a consolidated balance sheet of Oryx or Oryx Partnership, as the case may be, and its Subsidiaries or the notes thereto, footnotes thereto prepared in accordance conformity with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and other than (ivA) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth liabilities incurred in the Audited Financial Statements and to the knowledge ordinary course of ITI, ITI and its subsidiaries have no material business or (B) liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could that would not reasonably be expected to result in such liabilities or obligationshave a Material Adverse Effect on Oryx.

Reports and Financial Statements. (a) Prior Parent and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC since January 1, 2012 (the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and none of the Parent SEC Documents contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents (i) have been prepared from, and are in accordance with, the books and records of Parent and its Subsidiaries, (ii) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at December 31, 2000 and December 31, 2001the respective dates thereof, and the related statements consolidated results of income their operations and retained earnings, statements of their consolidated cash flows and statements of stockholders equity of ITI for each the respective periods then ended (subject, in the case of the two fiscal years ended December 31unaudited statements, 2001 to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto), and (the "Audited Financial Statements"). Such Audited Financial Statements shall iii) have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals GAAP applied on a consistent basis during the periods involved ("except as may be indicated therein or in the notes thereto). The books and records of Parent and its Subsidiaries have been and are being maintained in all material respects in accordance with GAAP". Neither Parent nor any of its Subsidiaries has or is subject to any “off-balance sheet arrangement” (as defined in Item 303(a)(4)(ii) and shall be in compliance with of Regulation S-X, as K promulgated under the Securities Act. (b) In each case), except for where the absence of full footnote disclosures and schedules required in accordance with GAAPresult, and year end audit adjustments which are not individually purpose or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date intended effect of such balance sheets, except as and arrangement is to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations avoid disclosure of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become duetransaction involving, or otherwise)liabilities of, and there is no fact, condition Parent or circumstance which could reasonably be expected to result any of its Subsidiary’s in Parent’s or such liabilities Subsidiary’s published financial statements or obligationsother Parent SEC Documents.

Reports and Financial Statements. (a) Prior Rowan and each of its Subsidiaries has timely filed with or furnished to the Effective TimeSEC all reports, ITI will furnish Lil Marc schedules, forms, statements and other documents required to be filed or furnished by it since January 1, 2016 (all such documents and reports filed or furnished by Rowan or any of its Subsidiaries, the “Rowan SEC Documents”) and Rowan has filed prior to the date hereof all material returns, particulars, resolutions and documents required to be filed or to be delivered on behalf of Rowan with the audited ITI balance sheets Registrar of Companies in England and Wales. As of their respective dates of filing or, in the case of Rowan SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective dates of effectiveness, or, if amended prior to the date hereof, as of the date of the last such amendment, the Rowan SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and none of the Rowan SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Rowan SEC Documents as of a later date (but before the date hereof) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules thereto) of Rowan included in the Rowan SEC Documents (i) fairly present in all material respects the consolidated financial position of Rowan and its consolidated Subsidiaries, as at December 31, 2000 and December 31, 2001the respective dates thereof, and the related statements consolidated results of income their operations and retained earnings, statements of their consolidated cash flows and statements of stockholders equity of ITI for each the respective periods then ended (subject, in the case of the two fiscal years ended December 31unaudited statements, 2001 to normal year-end audit adjustments and any other adjustments described therein), (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC"ii) accounting, shall be were prepared in accordance conformity with United States U.S. generally accepted accounting principals principles ("“GAAP"”) and shall be (except, in compliance with Regulation S-Xthe case of the unaudited statements, as promulgated under permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and are in accordance with, the books and records of Rowan and its consolidated Subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (bc) In each caseThere are no outstanding or unresolved comments from, except for or unresolved issues raised by, the absence staff of full footnote disclosures the SEC relating to the Rowan SEC Documents. Rowan has heretofore made available to Ensco true, correct and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management complete copies of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity all written correspondence between Rowan and the financial condition of ITISEC occurring since January 1, (iii) as 2015. None of the date of such balance sheetsRowan SEC Documents is, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITIRowan, ITI the subject of ongoing SEC review, and no enforcement action has been initiated against Rowan relating to disclosures contained in or omitted from any Rowan SEC Document. (d) Neither Rowan nor any of its subsidiaries Subsidiaries is a party to, nor does it have no any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Rowan or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rowan or obligations any of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, its Subsidiaries in Rowan’s financial statements or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsother Rowan SEC Documents.

Reports and Financial Statements. LCCI has timely filed all reports required to be filed with the United States Securities Exchange Commission (athe “SEC”) Prior pursuant to the Effective TimeSecurities Exchange Act of 1934, ITI will furnish Lil Marc with as amended (including the audited ITI balance sheets rules and regulations thereunder, the “Exchange Act”), or the Securities Act of 1933, as at December 31amended (including the rules and regulations thereunder, 2000 and December 31the “Securities Act”), 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended since December 31, 2001 (collectively, the "Audited Financial Statements"“LCCI SEC Reports”). Such Audited Financial Statements shall The LCCI SEC Reports, as of their respective dates, or, in case of any LCCI SEC Reports that have been reviewed by an independent auditor experienced amended, as of the date of any such amendment, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Commission ("SEC") accountingAct, shall as the case may be, and none of the LCCI SEC Reports, as of their respective dates, or, in case of any LCCI SEC Reports that have been amended, as of the date of any such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of LCCI included in the LCCI SEC Reports have been prepared in accordance with United States generally accepted accounting principals principles consistently applied throughout the periods indicated ("GAAP"except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and shall be fairly present (subject, in compliance with Regulation Sthe case of unaudited statements, to normal recurring year-X, end adjustments and any other adjustments described therein) the consolidated financial position of LCCI and its consolidated subsidiaries as promulgated under at the Securities Act. (b) In each case, except dates thereof and the consolidated results of operations and cash flows of LCCI and its consolidated subsidiaries for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or periods then ended. Except as disclosed in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITILCCI SEC Reports, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assetssince December 31, liabilities, stockholders' equity and the financial condition of ITI, (iii) as 2005 there has been no change in any of the date significant accounting (including tax accounting) policies or procedures of such balance sheets, except as and to the extent reflected LCCI or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPits consolidated subsidiaries. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior Except as disclosed in Schedule 3. 4(a) of the Mesa Disclosure Letter, Mesa has timely filed with or furnished to the Effective TimeSEC all reports, ITI will furnish Lil Marc schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Mesa since January 1, 2011 (collectively, together with documents filed with the audited ITI balance sheets SEC during such period by Mesa on a voluntary basis in a Current Report on Form 8-K, but excluding the Proxy Statement and any exhibits and schedules thereto and other information incorporated therein, the “Mesa SEC Reports”). No Subsidiary of Mesa is required to file any form, report, registration statement, prospectus or other document with the SEC. (b) As of its filing date (and as at December 31of the date of any amendment to the respective Mesa SEC Report), 2000 each Mesa SEC Report complied, and December 31each Mesa SEC Report filed subsequent to the date of this Agreement will comply, 2001as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the related S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing), each Mesa SEC Report filed pursuant to the Exchange Act did not, and each Mesa SEC Report filed subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements of income and retained earningsmade therein, statements of cash flows and statements of stockholders equity of ITI for each in the light of the two fiscal years ended December 31circumstances under which they were made, 2001 not misleading. (d) Each Mesa SEC Report that is a registration statement, as amended or supplemented, if applicable, filed Mesa to the "Audited Financial Statements"Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus included in such registration statement, in light of the circumstances under which they were made) not misleading. (e) Mesa has complied in all material respects with the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Mesa maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Except to the extent otherwise stated in Mesa’s most recent Form 10-K or Form 10-Q filed with the SEC, such disclosure controls and procedures are designed to ensure that information required to be disclosed by Mesa is recorded and reported on a timely basis to the individuals responsible for the preparation of Mesa’s filings with the SEC and other public disclosure documents. (g) Mesa and its Subsidiaries have established and maintained a system of internal control over financial reporting (as required by in Rule 13a-15 under the Exchange Act) (“internal controls”). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced internal controls are effective in Securities providing reasonable assurance regarding the reliability of Mesa’s consolidated financial reporting and Exchange Commission ("SEC") accounting, shall be prepared the preparation of Mesa’s consolidated financial statements for external purposes in accordance with United States generally accepted accounting principals principles in the United States ("“GAAP"”). Mesa has disclosed, based on its most recent evaluation of internal controls prior to the date of this Agreement, to Mesa’s auditors and audit committee (i) any deficiencies, significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Mesa’s ability to record, process, summarize and report financial information, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Mesa’s internal controls and (iii) any pending and, to the Knowledge of Mesa, threatened claim or allegation regarding any of the foregoing. Mesa has made available to Armada prior to the date of this Agreement any such disclosure made by management to Mesa’s auditors and audit committee since January 1, 2011. (h) There are no outstanding loans or other extensions of credit including in the form of a personal loan (within the meaning of Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) made by Mesa or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Mesa. Mesa has not, since the enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (i) Each principal executive officer and principal financial officer of Mesa (or each former principal executive officer and principal financial officer of Mesa, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall be have the meanings given to such terms in compliance with the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (j) Schedule 3.4(j) of the Mesa Disclosure Letter describes, and Mesa has delivered to Armada copies of the documentation creating or governing, all securitization transactions and other off-balance sheet arrangements (as defined in Item 303 of Regulation S-XK of the SEC) that existed or were effected by Mesa or its Subsidiaries since January 1, 2011. (k) Other than as disclosed in the Mesa SEC Reports, since January 1, 2011, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor are there any proposed transactions as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which Mesa or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act. (bl) In The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of Mesa included or incorporated by reference in the Mesa SEC Reports fairly present (and in the case of such consolidated financial statements included or incorporated by reference in filings made after the date hereof, will fairly present), in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), in all material respects the consolidated financial position of Mesa and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the absence of full footnote disclosures periods then ended (subject to normal and schedules required in accordance with GAAP, and year recurring year-end audit adjustments which in the case of any unaudited interim financial statements) and complied or, in the case of consolidated financial statements included or incorporated by reference in filings made after the date hereof, will comply, in all material respects with applicable accounting requirements of the SEC. (m) There are no liabilities of Mesa or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than (i) liabilities reflected in or reserved against in Mesa’s consolidated financial statements filed with Mesa’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2012, (ii) future executory liabilities arising under any Mesa Contract (other than as a result of a breach thereof) and (iii) accounts payable to trade creditors and accrued expenses subsequently incurred in the ordinary course of business consistent with past practice and that have not had and would not reasonably be expected to have, individually or in the aggregate material aggregate, a Material Adverse Effect on Mesa. (n) Since January 1, 2011, Mesa has not received written notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are, or may be, the subject of any review, inquiry, investigation or challenge by the SEC or other Governmental Entity. There are no outstanding written comments from the SEC with respect to any of the Mesa SEC Reports. (o) To the Knowledge of Mesa, since January 1, 2011, (i) the Audited Financial Statements shall be prepared by management it has not received any substantive complaint, allegation, assertion or claim that Mesa or any of ITI, its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) the Audited Financial Statements shall present fairly as no current or former attorney representing Mesa or any of their respective dates the assetsits Subsidiaries has reported evidence of a material violation of securities laws, liabilitiesbreach of fiduciary duty or similar violation by Mesa or any of its officers, stockholders' equity and the financial condition directors, employees or agents to Mesa’s Board of ITI, (iii) as Directors or any committee thereof or to any director or executive officer of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPMesa. (cp) Except as set forth To the Knowledge of Mesa, since January 1, 2011, no employee of Mesa or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any Applicable Laws of the type described in Section 806 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act (Protection for Employees of Publicly Traded Companies who Provide Evidence of Fraud) by Mesa or any of its Subsidiaries. Neither Mesa nor any of its Subsidiaries nor, to the Knowledge of Mesa, any director, officer, employee, contractor, subcontractor or agent of Mesa or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Mesa or any of its Subsidiaries in the Audited Financial Statements terms and to the knowledge conditions of ITI, ITI and its subsidiaries have no material liabilities or obligations employment because of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result lawful act of such employee described in such liabilities or obligationsSection 806 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports and Financial Statements. (a) Prior Parent and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC since January 1, 2022 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as at December 31of the date of the last such amendment, 2000 the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and December 31the Exchange Act, 2001as the case may be, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each none of the two fiscal years ended December 31Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, 2001 in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the "Audited Financial Statements")date of this representation) will be deemed to modify information as of an earlier date. Such Audited Financial Statements shall have been reviewed There are no outstanding or unresolved comments received by an independent auditor experienced in Securities Parent from the SEC with respect to any of the Parent SEC Documents, and Exchange Commission ("SEC") accountingto the knowledge of Parent, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under none of the Securities ActParent SEC Documents is the subject of ongoing SEC review or investigation. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, except as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures and schedules required in accordance with GAAPthe unaudited statements, and year to normal year-end audit adjustments which are not individually and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP). (c) Except Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as set forth defined in Item 303(a) of Regulation S-K of the Audited Financial Statements and SEC)), where the purpose of such contract is to the knowledge avoid disclosure of ITIany material transaction involving, ITI and its subsidiaries have no or material liabilities of, Parent in Parent’s published financial statements or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsParent SEC Documents.

Reports and Financial Statements. (a) Prior Parent and Services, in its capacity as predecessor registrant, have timely filed or furnished all forms, statements, documents, schedules and reports, together with any amendments required to be made with respect thereto and exhibits or other information incorporated therein required to be filed or furnished by them prior to the date hereof, with the SEC since December 31, 2013 (such documents, together with any documents filed with the SEC during such period by Parent and/or Services on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4 and the Joint Proxy Statement, collectively, the “Parent SEC Documents”). As of their respective dates, or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects, and all documents required to be filed or furnished by Parent with the SEC after the date hereof and prior to the Effective TimeTime (the “Subsequent Parent SEC Documents”) will comply in all material respects, ITI will furnish Lil Marc with the audited ITI balance sheets requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, subject to the last sentence of Section 4.12 with respect to the Form S-4 and the Joint Proxy Statement, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will not contain, any untrue statement of a material fact or omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Documents and, to the knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review. None of the Subsidiaries of Parent is, or has at any time since December 31, 2000 and December 312013 been, 2001required to file or is required to file reports with the SEC pursuant to the Exchange Act, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Actother than Services. (b) In each case, except for Each of the absence consolidated financial statements (including all related notes and schedules) of full footnote disclosures Parent and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or Services included in the aggregate material Parent SEC Documents (i) fairly presents in all material respects, and the Audited Financial Statements shall be prepared by management consolidated financial statements (including all related notes and schedules) of ITIParent and Services included in the Subsequent Parent SEC Documents will fairly present in all material respects, the consolidated financial position of Parent and Services and their consolidated Subsidiaries, as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) and (ii) complied at the Audited Financial Statements shall present fairly time it was filed, and each of the consolidated financial statements (including all related notes and schedules) of Parent and Services included in the Subsequent Parent SEC Documents will comply at the time it is filed, as of their respective dates the assets, liabilities, stockholders' equity to form in all material respects with applicable accounting requirements and the financial condition of ITI, (iii) as published rules and regulations of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes SEC with respect thereto, prepared in accordance conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since December 31, 2013 to the date of this Agreement, neither Parent nor Services has made any material change in the accounting practices or policies applied in the preparation of their financial statements, except as required by GAAP, SEC rule or policy or applicable Law and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth disclosed in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsParent SEC Documents.

Reports and Financial Statements. (a) Prior Parent and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC since January 1, 2018 (collectively with all documents filed on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). As of their respective dates or, if amended, as at December 31of the date of the last such amendment, 2000 the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and December 31the Exchange Act, 2001as the case may be, and the related statements of income applicable rules and retained earningsregulations promulgated thereunder, statements of cash flows and statements of stockholders equity of ITI for each none of the two fiscal years ended December 31Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, 2001 in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by date of this Agreement) will be deemed to modify information as of an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Actearlier date. (b) In each case, except for the absence The consolidated financial statements (including all related notes and schedules) of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or Parent included in the aggregate Parent SEC Documents fairly present in all material (i) respects the Audited Financial Statements shall be prepared by management consolidated financial position of ITIParent and its consolidated Subsidiaries, (ii) as at the Audited Financial Statements shall present fairly as of their respective dates the assetsthereof (if amended, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of the last such balance sheetsamendment), except as and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to the extent reflected or reserved against any other adjustments described therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or including the notes thereto) in conformity with GAAP (except, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value case of the assets of ITI in accordance with GAAPunaudited statements, and as permitted by the SEC) applied on a consistent basis during the periods involved (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to except as may be set forth indicated therein by GAAP. (c) Except as set forth or in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwisenotes thereto), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior Since September 30, 2013, Parent and each of its and its Subsidiaries’ predecessor entities (each such entity, a “Parent Predecessor Entity”), have filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be filed or furnished by Parent or any Parent Predecessor Entity with the SEC (collectively with respect to all such entities, the “Parent SEC Documents”) and have filed prior to the Effective Timedate hereof all returns, ITI will furnish Lil Marc particulars, resolutions and documents required to be filed or to be delivered on behalf of such party with the audited ITI balance sheets Registrar of Companies in Ireland. As of their respective dates, or, if amended, as at December 31of the date of (and giving effect to) the last such amendment, 2000 the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and December 31the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, 2001as the case may be, and the related statements of income applicable rules and retained earningsregulations promulgated thereunder, statements of cash flows and statements of stockholders equity of ITI for each none of the two fiscal years ended December 31Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, 2001 (in light of the "Audited Financial Statements")circumstances under which they were made, not misleading. Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accountingNo Parent Subsidiary is, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-Xor at any time since September 30, as promulgated 2013 has been, subject to the periodic reporting requirements under the Securities Exchange Act. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of Parent or the relevant filer of Parent, except a Parent Subsidiary or the Parent Predecessor Entity when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of such Person and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures and schedules required in accordance with GAAPthe unaudited statements, and year to normal year-end audit adjustments which are not individually material and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP). (c) Except as set forth in As of the Audited Financial Statements and date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the knowledge Parent SEC Documents, and, to Parent’s knowledge, none of ITI, ITI and its subsidiaries have no material liabilities or obligations the Parent SEC Documents is the subject of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsongoing review by the SEC.

Reports and Financial Statements. (a) Prior Parent has filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC since January 1, 2020 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as at December 31of the date of the last such amendment, 2000 and December 31, 2001, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the related statements of income Exchange Act, as the case may be and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each none of the two fiscal years ended December 31Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, 2001 in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by date of this Agreement) will be deemed to modify information as of an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Actearlier date. (b) In each case, except for the absence The consolidated financial statements (including all related notes and schedules) of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or Parent included in the aggregate Parent SEC Documents fairly present in all material (i) respects the Audited Financial Statements shall be prepared by management consolidated financial position of ITIParent and its consolidated Subsidiaries, (ii) as at the Audited Financial Statements shall present fairly as of their respective dates the assetsthereof (if amended, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of the last such balance sheetsamendment), except as and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to the extent reflected or reserved against any other adjustments described therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or including the notes thereto) in conformity with GAAP (except, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value case of the assets of ITI in accordance with GAAPunaudited statements, and as permitted by the SEC) applied on a consistent basis during the periods involved (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to except as may be set forth indicated therein by GAAP. (c) Except as set forth or in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwisenotes thereto), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior Parent and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC since January 1, 2012 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as at December 31of the date of the last such amendment, 2000 the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and December 31the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, 2001as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is, or at any time since January 1, 2012 has been, required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related statements notes and schedules) of income Parent included in the Parent SEC Documents (i) fairly present in all material respects the consolidated financial position of Parent and retained earningsits consolidated Subsidiaries, statements as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows and statements of stockholders equity of ITI for each the respective periods then ended, (ii) were prepared in conformity with GAAP (except, in the case of the two fiscal years ended December 31unaudited statements, 2001 subject to normal year-end audit adjustments and the absence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the "Audited Financial Statements"notes thereto). Such Audited Financial Statements shall , (iii) have been reviewed by an independent auditor experienced in Securities prepared from, and Exchange Commission ("SEC") accounting, shall be prepared are in accordance with, the books and records of Parent and its consolidated Subsidiaries and (iv) comply in all material respects with United States generally accepted the applicable accounting principals ("GAAP") requirements and shall be in compliance with Regulation S-Xthe rules and regulations of the SEC, as promulgated under the Exchange Act and the Securities Act. (bc) In each case, except for the absence of full footnote disclosures and schedules required There are no outstanding or unresolved comments in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as any comment letters of the date staff of such balance sheets, except as and the SEC received by Parent relating to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value Parent SEC Documents. None of the assets of ITI in accordance with GAAPParent SEC Documents is, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITIParent, ITI the subject of ongoing SEC review. (d) Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one of its Subsidiaries, on the one hand, and its subsidiaries have no 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 of the SEC), in each case where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or obligations any of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, its Subsidiaries in Parent’s financial statements or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsother Parent SEC Documents.

Reports and Financial Statements. Denali has filed all reports required to be filed by it under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules of the Commission promulgated thereunder, on a timely basis or has received a valid extension of such time of filing and has filed any such reports prior to the expiration of any such extension (as such documents have since the time of their filing been amended or supplemented, and together with all reports, documents and information filed on or after the date first written above through the date of Closing with the Commission, including all information incorporated therein by reference, collectively, the “SEC Reports”). The SEC Reports (a) Prior complied and will comply as to the Effective Time, ITI will furnish Lil Marc form in all material respects with the audited ITI balance sheets as at December 31, 2000 and December 31, 2001requirements of the Exchange Act, and (b) did not, at the related time of their filing, 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 of income and retained earningstherein, statements of cash flows and statements of stockholders equity of ITI for each in light of the two fiscal years ended December 31circumstances under which they were made, 2001 (not misleading. The financial statements included in the "Audited Financial Statements")SEC Reports comply in all material respects with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such Audited Financial Statements shall The financial statements included in the SEC Reports have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") principles in the United States applied on a consistent basis(“GAAP”), and shall be in compliance with Regulation S-X, fairly represent the financial position of Denali and as promulgated under the Securities Act. (b) In each case, except of and for the absence dates thereof and the results of full footnote disclosures operations and schedules required cash flows for the periods then ended, subject, in accordance with GAAPthe case of unaudited statements, and year to normal, year-end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition omission of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) certain footnotes. Except as set forth in the Audited Financial Statements and to the knowledge of ITISEC Reports, ITI and its subsidiaries have Denali has no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, contingent or otherwise)) required by GAAP to be set forth on a balance sheet of Denali or in the notes thereto. There are no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities) due after the date hereof. As of the Closing, all liabilities of Denali shall have been paid off and there is shall in no fact, condition event remain liabilities of Denali or circumstance which could reasonably be expected to result in such liabilities or obligationsCan-F▇▇▇ following the Closing.

Reports and Financial Statements. (a) Prior Since January 1, 2017, Parent has filed or furnished (as applicable) on a timely basis with (i) the SEC all forms, reports, schedules, statements and other documents (including exhibits and all other information incorporated therein) required to be filed with or furnished to (as applicable) the SEC under applicable Laws prior to the Effective TimeAgreement Date (all such filed or furnished documents in the foregoing clause (i), ITI will furnish Lil Marc the “Parent SEC Documents”) and (ii) the Ontario Securities Commission (the “OSC”) all forms, reports, schedules, statements and other documents (including exhibits and all other information incorporated therein) required to be filed with or furnished to (as applicable) the OSC under applicable Laws prior to the Agreement Date (all such filed or furnished documents in the foregoing clause (ii), the “Parent OSC Documents”) and, together with the audited ITI balance sheets Parent SEC Documents, the “Parent SEC and OSC Documents”). As of their respective filing dates (and, in the case of registration statements, as at December 31of the dates of effectiveness), 2000 or, if amended or superseded by a filing prior to the Agreement Date, on the date of the last such amendment or superseding filing prior to the Agreement Date, the Parent SEC and December 31OSC Documents complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, 2001as the case may be, including, in each case, the rules and regulations promulgated thereunder, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each none of the two fiscal years ended December 31Parent SEC and OSC Documents at the time they were filed, 2001 or, if amended or superseded by a filing prior to the Agreement Date, on the date of the last such amendment or superseding filing prior to the Agreement Date, contained any untrue statement of a material fact or omitted 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. None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC or the OSC. As of the Agreement Date, there are no outstanding or unresolved comments in comment letters received from any of the SEC, OSC, NYSE or TSX with respect to the Parent SEC and OSC Documents. To the Knowledge of Parent, (i) none of the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities Parent SEC and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-XOSC Documents is the subject of ongoing SEC or OSC review, as promulgated under applicable and (ii) there are no inquiries or investigations by the Securities ActSEC or OSC or any internal investigations pending or threatened, in each case regarding any accounting practices of Parent or any of its Subsidiaries. (b) In each caseSince January 1, 2017, the consolidated financial statements (including the related notes and schedules thereto) included (or incorporated by reference) in the Parent SEC and OSC Documents when filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and OSC with respect thereto, have been prepared in accordance with GAAP (except as indicated in the notes thereto including, in the case of interim financial statements, for normal and recurring year-end adjustments, and as otherwise may be permitted by the SEC and the OSC and to the absence of full footnote disclosures notes) applied on a consistent basis during the periods involved (except as indicated in the notes thereto including, in the case of interim financial statements, for normal and schedules required in accordance with GAAPrecurring year-end adjustments, and year as otherwise may be permitted by the SEC and the OSC and to the absence of notes) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which that are not not, individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITIaggregate, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPmaterial). (c) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) in compliance with the Exchange Act. (d) Parent has implemented and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) in compliance with the Exchange Act. (e) Neither Parent nor any of its Subsidiaries is a party to, or has entered into any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent in Parent’s audited financial statements or other Parent SEC and OSC Documents. (f) Except as set forth in permitted by the Audited Financial Statements Exchange Act, including Sections 13(k)(2) and (3), neither Parent nor any of its Affiliates acting on behalf of Parent or any of its Subsidiaries has since January 1, 2017 made any personal loans to any executive officer or director of Parent or its Subsidiaries. (g) Since January 1, 2017 to the knowledge Agreement Date, none of ITIParent nor any of its Subsidiaries has received any material, ITI unresolved, written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent and its subsidiaries have no material liabilities Subsidiaries or obligations of any nature (whether assertedtheir respective internal accounting controls relating to periods after January 1, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations2017.

Reports and Financial Statements. (a) Prior The Company has filed all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the SEC since January 1, 1996 (collectively, the "Company SEC Reports"). The Company has previously furnished or made available to Parent true and complete copies of all the Company SEC Reports filed prior to the Effective Timedate hereof. None of the Company SEC Reports, ITI will furnish Lil Marc with as of their respective dates, contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the audited ITI statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at December 31, 2000 and December 31, 2001of the respective dates thereof, and the other related statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of income operations and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each the changes in financial position of the two fiscal years ended December 31Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced all in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance conformity with United States generally accepted accounting principals ("GAAP") principles consistently applied during the periods involved, except as otherwise noted therein and shall be subject, in compliance with Regulation Sthe case of the unaudited interim financial statements, to normal year-Xend adjustments. All of the Company SEC Reports, as promulgated under of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities ActAct and the applicable rules and regulations thereunder. (b) In each caseThe Company and its Subsidiaries have not made any misstatements of fact, except for the absence of full footnote disclosures and schedules required in accordance with GAAPor omitted to disclose any fact, and year end audit adjustments to any Governmental Body, or taken or failed to take any action, which are not misstatements or omissions, actions or failures to act, individually or in the aggregate material aggregate, subject or would subject any Company Permits referred to in Section 5.4 to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not have a Material Adverse Effect on the Company or on the TCI Group. (c) Except (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected disclosed or reserved against thereinon the balance sheet of the Company as of December 31, ITI did 1997 included in the Company SEC Reports, or (ii) as incurred after the date thereof in the ordinary course of business consistent with prior practice and not prohibited by this Agreement, the Company does not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether assertednature, unassertedabsolute, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, contingent or otherwise and whether due or to become due, that, individually or otherwise)in the aggregate, and there is no fact, condition have or circumstance which could reasonably be expected to result in such liabilities would have a Material Adverse Effect on the Company or obligationson the TCI Group.

Reports and Financial Statements. (a) Prior Parent and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC since January 1, 2011 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as at December 31of the date of the last such amendment, 2000 the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and December 31the Sarbanes Oxley Act, 2001as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related statements notes and schedules) of income Parent included in the Parent SEC Documents (i) fairly present in all material respects the consolidated financial position of Parent and retained earningsits consolidated Subsidiaries, statements as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows and statements of stockholders equity of ITI for each the respective periods then ended, (ii) were prepared in conformity with GAAP (except, in the case of the two fiscal years ended December 31unaudited statements, 2001 subject to normal year-end audit adjustments and the absence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the "Audited Financial Statements"notes thereto). Such Audited Financial Statements shall , (iii) have been reviewed by an independent auditor experienced in Securities prepared from, and Exchange Commission ("SEC") accounting, shall be prepared are in accordance with, the books and records of Parent and its consolidated subsidiaries and (iv) comply in all material respects with United States generally accepted the applicable accounting principals ("GAAP") requirements and shall be in compliance with Regulation S-Xthe rules and regulations of the SEC, as promulgated under the Exchange Act and the Securities Act. (bc) In each caseThere are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent SEC Documents. Parent has heretofore made available to the Company true, except for the absence correct and complete copies of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity all written correspondence between Parent and the financial condition of ITISEC occurring since January 1, (iii) as 2010. None of the date of such balance sheetsParent SEC Documents is, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITIParent, ITI the subject of ongoing SEC review. (d) Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one of its Subsidiaries, on the one hand, and its subsidiaries have no 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 of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or obligations any of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, its Subsidiaries in Parent’s financial statements or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.other Parent SEC Documents

Reports and Financial Statements. (a) Prior Wendy’s has filed or furnished all forms, documents and reports required to the Effective Timebe filed or furnished since January 2, ITI will furnish Lil Marc 2006 by it with the audited ITI balance sheets as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("the “SEC"”) accounting(the “Wendy’s SEC Documents”). As of their respective dates, shall or, if amended, as of the date of the last such amendment (excluding any amendments made after the date of this Agreement), the Wendy’s SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Wendy’s SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that, with respect to projected financial information provided by or on behalf of Wendy’s, Wendy’s represents only that such information was prepared in accordance good faith by management of Wendy’s on the basis of assumptions believed by such management to be reasonable as of the time made. To the knowledge of Wendy’s, none of the Wendy’s SEC Documents is the subject of any outstanding SEC comments or outstanding SEC investigation. No Subsidiary of Wendy’s is required to file any form or report with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities ActSEC. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of Wendy’s included in the Wendy’s SEC Documents fairly present in all material respects the consolidated financial position of Wendy’s and its consolidated Subsidiaries, except as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures the unaudited statements, to normal year-end audit adjustments and schedules required to any other adjustments described therein, including the notes thereto), in each case in accordance with GAAPGAAP (except, and year end audit adjustments which are not individually in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP). (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior The Company has filed or furnished all forms, documents and reports required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("the “SEC"”) accountingsince December 31, shall be prepared in accordance with United States generally accepted accounting principals 2005 ("GAAP") and shall be in compliance with Regulation S-Xthe “Company SEC Documents”). As of their respective dates, or, if amended, as promulgated under of the date of the last such amendment, the Company SEC Documents complied in all material respects, and all documents required to be filed or furnished by the Company with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Company SEC Documents”) will comply in all material respects, with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained, and none of the Subsequent Company SEC Documents will contain, any untrue statement of a material fact or omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. No Subsidiary is required to file any form, report or other document with the SEC. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents fairly present in all material respects, except and when included in the Subsequent Company SEC Documents will fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures and schedules required in accordance with GAAPthe unaudited statements, and year to normal year-end audit adjustments which are not individually and to any other adjustments described therein including the notes thereto) in conformity with applicable generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the aggregate material (i) notes thereto). Since December 31, 2007, the Audited Financial Statements shall be prepared by management Company has not made any change in the accounting practices or policies applied in the preparation of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the its financial condition of ITI, (iii) as of the date of such balance sheetsstatements, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with required by GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPSEC rule or policy or applicable Law. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior Ensco and each of its Subsidiaries has timely filed with or furnished to the Effective TimeSEC all reports, ITI will furnish Lil Marc schedules, forms, statements and other documents required to be filed or furnished by it since January 1, 2016 (all such documents and reports filed or furnished by Ensco or any of its Subsidiaries, the “Ensco SEC Documents”) and Ensco has filed prior to the date hereof all material returns, particulars, resolutions and documents required to be filed or to be delivered on behalf of Ensco with the audited ITI balance sheets Registrar of Companies in England and Wales. As of their respective dates of filing or, in the case of Ensco SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective dates of effectiveness, or, if amended prior to the date hereof, as of the date of the last such amendment, the Ensco SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and none of the Ensco SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Ensco SEC Documents as of a later date (but before the date hereof) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules thereto) of Ensco included in the Ensco SEC Documents (i) fairly present in all material respects the consolidated financial position of Ensco and its consolidated Subsidiaries, as at December 31, 2000 and December 31, 2001the respective dates thereof, and the related statements consolidated results of income their operations and retained earnings, statements of their consolidated cash flows and statements of stockholders equity of ITI for each the respective periods then ended (subject, in the case of the two fiscal years ended December 31unaudited statements, 2001 to normal year-end audit adjustments and any other adjustments described therein), (ii) were prepared in conformity with GAAP (except, in the "Audited Financial Statements"case of the unaudited statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Such Audited Financial Statements shall , (iii) have been reviewed by an independent auditor experienced in Securities prepared from, and Exchange Commission ("SEC") accounting, shall be prepared are in accordance with, the books and records of Ensco and its consolidated Subsidiaries and (iv) comply in all material respects with United States generally accepted the applicable accounting principals ("GAAP") requirements and shall be in compliance with Regulation S-Xthe rules and regulations of the SEC, as promulgated under the Exchange Act and the Securities Act. (bc) In each caseThere are no outstanding or unresolved comments from, except for or unresolved issues raised by, the absence staff of full footnote disclosures the SEC relating to the Ensco SEC Documents. Ensco has heretofore made available to Rowan true, correct and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management complete copies of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity all written correspondence between Ensco and the financial condition of ITISEC occurring since January 1, (iii) as 2015. None of the date of such balance sheetsEnsco SEC Documents is, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITIEnsco, ITI the subject of ongoing SEC review, and no enforcement action has been initiated against Ensco relating to disclosures contained in or omitted from any Ensco SEC Document. (d) Neither Ensco nor any of its subsidiaries Subsidiaries is a party to, nor does it have no any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Ensco or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Ensco or obligations any of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, its Subsidiaries in Ensco’s financial statements or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsother Ensco SEC Documents.

Reports and Financial Statements. (a) Prior Parent has timely filed or furnished all forms, documents and reports required to the Effective Time, ITI will furnish Lil Marc be filed or furnished by it with the audited ITI balance sheets as at SEC since December 31, 2000 2015 (all such forms, documents and reports filed or furnished by Parent since such date, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder, and none of the Parent SEC Documents, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is, or at any time since December 31, 20012014 has been, and required to file any forms, reports or other documents with the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of Parent included in or incorporated by reference into the Parent SEC Documents (the “Parent Financial Statements”) (i) fairly present in all material respects the consolidated financial position of the Parent and its consolidated Subsidiaries, except as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures and schedules required in accordance with GAAPunaudited statements, and year to normal year-end audit adjustments which that are not individually or in material and to any other adjustments described therein, including the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITInotes thereto), (ii) were prepared in conformity with GAAP (except, in the Audited Financial Statements shall present fairly case of the unaudited statements, as of their respective dates permitted by the assetsSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), liabilities, stockholders' equity and the financial condition of ITI, (iii) comply as to form in all material respects with the applicable accounting requirements under the Securities Act, the Exchange Act and the applicable rules and regulations of the SEC. As of the date of such balance sheetsthis Agreement, except Ernst & Young LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as and to the extent reflected independent public accountants of Parent as a result of or reserved against thereinin connection with any disagreements with Parent on a matter of accounting principles or practices, ITI did not have any liabilities financial statement disclosure or obligations (absolute auditing scope or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPprocedure. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior Parent Group has complied with its obligations under Law to the Effective Timefile with or furnish all forms, ITI will furnish Lil Marc with the audited ITI balance sheets as at December 31reports, 2000 and December 31, 2001, and the related statements of income and retained earningsschedules, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall documents required to be prepared filed or furnished in accordance with United States generally accepted accounting principals applicable Law ("GAAP"the “Parent Reports”). As of its filing or furnishing date (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseded filing or furnishing), (i) each Parent Report complied as to form in all material respects with the applicable requirements of the Securities Act and shall be in compliance with Regulation S-Xthe Exchange Act, as promulgated the case may be, each as in effect on the date such Parent Report was filed or furnished, and (ii) each Parent Report did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under the Securities Actwhich they were made, not misleading. (b) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which There are not individually no outstanding or unresolved comments contained in the aggregate material comment letters received by the Parent Group from the Securities and Exchange Commission with respect to any Parent Reports. As of the date of this Agreement and neither any member of the Parent Group nor the Parent Reports is/are subject to outstanding comments or outstanding investigations. (ic) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as As of their respective dates the assetsfinancial statements of Parent Group included in the Parent Reports, liabilities, stockholders' equity including any related notes thereto (the “Parent Financial Statements”) fairly and accurately present the consolidated financial condition position of ITI, (iii) the Parent and its subsidiaries as of the date respective dates thereof and the consolidated results of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value operations of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI Parent and its subsidiaries have no material liabilities for the periods covered thereby. The Parent Group does not intend to correct or obligations of restate, nor is there any nature (whether assertedbasis, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, facts or otherwise), and there is no fact, condition or circumstance which could circumstances that would reasonably be expected to result in such liabilities any correction or obligationsrestatement of, any aspect of the Parent Financial Statements. Since the date of the Parent Financial Statements in effect at the Closing Date and through the Earn-Out Qualifying Date, there has not been any change that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and since that date, the Parent and each of the subsidiaries has conducted its operations in the ordinary course of business, and, without limiting the generality of the foregoing. (d) Parent received no written notice from the any Governmental Authority regarding noncompliance with the applicable listing and corporate governance rules and regulations of the Exchange Act or the Securities Act.

Reports and Financial Statements. (a) Prior Parent and each of its Subsidiaries has timely filed or furnished all forms, documents and reports required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC since January 1, 2007 (the “Parent SEC Documents”). As of their respective dates or, if amended, as at December 31of the date of the last such amendment, 2000 and December 31, 2001the Parent SEC Documents complied, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each as of the two fiscal years ended December 31Closing, 2001 (all forms, documents and reports filed with the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced SEC subsequent to the date hereof will comply, in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance all material respects with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and none of the Parent SEC Documents contain, and as of the Closing, none of the forms, documents and reports filed with the SEC subsequent to the date hereof will contain, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) In each caseThe consolidated financial statements (including the related notes and schedules) of Parent included in the Parent SEC Documents fairly present, except and as of the Closing, all consolidated financial statements (including the related notes and schedules) of Parent included in the forms, documents and reports filed with the SEC subsequent to the date hereof will fairly present, in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures and schedules required in accordance with GAAPthe unaudited statements, and year to normal year-end audit adjustments which are not individually and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP). (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior The Company has filed or furnished all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished by it with the SEC since October 14, 2016 (all such forms, reports, statements, certificates and other documents filed with or furnished to the Effective TimeSEC since October 14, ITI will furnish Lil Marc 2016, with any amendments thereto, collectively, the “Company SEC Reports”), each of which, including any financial statements or schedules included therein, as finally amended prior to the date hereof, complied as to form in all material respects with the audited ITI balance sheets applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as at December 31, 2000 and December 31, 2001the case may be, and the related statements of income rules and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each regulations of the two fiscal years ended December 31SEC promulgated thereunder. None of the Company’s Subsidiaries is required to file periodic reports with the SEC. None of the Company SEC Reports contained, 2001 (when filed with the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accountingSEC or, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-Xif amended, as promulgated of the date of the last amendment prior to the date of this Agreement, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under the Securities Actwhich they were made, not misleading. (b) In each caseEach of the consolidated financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Reports (including the related notes and schedules, except where applicable) fairly presents in all material respects the results of the consolidated operations and changes in shareholders’ equity and consolidated financial position of the Company and its Subsidiaries for the absence respective fiscal periods or as of full footnote disclosures and schedules required in accordance with GAAPthe respective dates therein set forth (subject, and year end audit adjustments which are not individually or in the aggregate material case of unaudited statements, to normal year-end adjustments and other adjustments described therein, including the notes thereto). Each of such consolidated financial statements (iincluding the related notes and schedules, where applicable) the Audited Financial Statements shall be prepared by management of ITIcomplied, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of filing, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto and each of such balance sheetsfinancial statements (including the related notes and schedules, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingentwhere applicable) which should be reflected in a balance sheet or the notes thereto, were prepared in accordance with GAAPGAAP (except, in the case of unaudited statements, as permitted by the rules and all assets reflected therein are properly reported and present fairly the value regulations of the assets SEC), consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto. The Company has made available to Parent complete and correct copies of ITI (i) all management representation letters delivered by the Company or its management to the Company’s auditors in accordance connection with GAAP, the audit of the Company’s 2017 consolidated financial statements and (ivii) all material correspondence of the statements of incomeCompany with the SEC from October 14, stockholders' equity, and changes in financial condition shall reflect fairly 2016 to the information required to be set forth therein by GAAPdate hereof (if any). (c) Except as set forth The Company has disclosed, based on its most recent evaluation of internal control over financial reporting, to Parent, the Company’s independent accountants and the audit committee of the Board of Directors of the Company any (i) “significant deficiency” in the Audited Financial Statements Company’s internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, (ii) “material weakness” in the Company’s internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls over financial reporting. There is no outstanding “significant deficiency” or “material weakness” which the Company’s independent accountants certify has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (d) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the knowledge certifications required pursuant to Sections 302 and 906 of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports and Financial Statements. (a) Prior Parent has filed all forms, documents and reports required to be filed prior to the date hereof by it with the SEC since December 31, 2002 (the "Parent SEC Documents"). As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective TimeTime (the "Subsequent Parent SEC Documents") will comply in all material respects, ITI will furnish Lil Marc with the audited ITI balance sheets requirements of the Securities Act and the Exchange Act, as at December 31, 2000 and December 31, 2001the case may be, and the related applicable rules and regulations promulgated thereunder, and none of Parent SEC Documents contained, and the Subsequent Parent SEC Documents will not contain, any untrue statement of a material fact or omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements of income and retained earningstherein, statements of cash flows and statements of stockholders equity of ITI for each in light of the two fiscal years ended December 31circumstances under which they were made, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accountingor are to be made, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Actnot misleading. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of Parent included in Parent SEC Documents fairly present in all material respects, except and included in the Subsequent Parent SEC Documents will fairly present in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures and schedules required in accordance with GAAPthe unaudited statements, and year to normal year-end audit adjustments which are not individually and to any other adjustments described therein including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the aggregate material (i) notes thereto). Since December 31, 2002, Parent has not made any change in the Audited Financial Statements shall be prepared by management accounting practices or policies applied in the preparation of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the its financial condition of ITI, (iii) as of the date of such balance sheetsstatements, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with required by GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPSEC rule or policy or applicable Law. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior Each of the Linn Parties and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC since January 1, 2011 (all such documents and reports filed or furnished by a Linn Party or any of its Subsidiaries, the “Linn Party SEC Documents”). As of their respective dates or, if amended, as at December 31of the date of the last such amendment, 2000 the Linn Party SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and December 31the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, 2001as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Linn Party SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Linn Party SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related statements notes and schedules) of income each Linn Party included in the applicable Linn Party SEC Documents (the “Linn Party Financial Statements”) (i) fairly present in all material respects the consolidated financial position of such Linn Party and retained earningsits consolidated Subsidiaries, statements as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows and statements of stockholders equity of ITI for each the respective periods then ended, (ii) were prepared in conformity with GAAP (except, in the case of the two fiscal years ended December 31unaudited statements, 2001 subject to normal year-end audit adjustments and the absence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the "Audited Financial Statements"notes thereto). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced , (iii) comply in Securities all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") Act and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (bc) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as As of the date hereof, there are no outstanding or unresolved comments in any comment letters of such balance sheets, except as and the staff of the SEC received by any Linn Party relating to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPLinn Party SEC Documents. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior The Company and each of its Subsidiaries have timely filed or furnished all forms, schedules, statements, documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished by it with or to the Effective TimeSEC since January 1, ITI will furnish Lil Marc 2014 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the audited ITI balance sheets requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as at December 31, 2000 and December 31, 2001amended, and the related statements of income rules and retained earningsregulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), statements of cash flows as the case may be, and statements of stockholders equity of ITI for each none of the two fiscal years ended December 31Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, 2001 (in light of the "Audited Financial Statements")circumstances under which they were made, not misleading. Such Audited Financial Statements shall have been reviewed Since January 1, 2014, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities ActCompany relating to the Company SEC Documents. (b) In (i) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and (ii) each caseof the Company’s consolidated statements of operations and comprehensive loss, except changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the absence of full footnote disclosures and schedules required periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAPGAAP (subject, and year in the case of the unaudited statements, to normal recurring year-end audit adjustments which that are not not, individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITIaggregate, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assetsmaterial, liabilities, stockholders' equity and the financial condition absence of ITI, notes and footnote disclosure) applied on a consistent basis during the periods involved (iii) as of the date of such balance sheets, except as and to the extent reflected may be indicated therein or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto). The Company Financial Statements have been prepared from, prepared and are in accordance with GAAPin all material respects with, the books and all assets reflected therein are properly reported and present fairly the value records of the assets Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of ITI the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in accordance connection with GAAPany disagreement with the Company on a matter of accounting principles or practices, and (iv) the financial statement disclosures or auditing scope, practices or procedures. No financial statements of income, stockholders' equity, any Person other than the Company and changes in financial condition shall reflect fairly the information its Subsidiaries are required by GAAP to be set forth therein by GAAPincluded in the consolidated financial statements of the Company. (c) Except Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as set forth defined in Item 303(a) of Regulation S-K of the Audited Financial Statements and SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of ITIthe Company, ITI and its subsidiaries have no any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material liabilities complaint, allegation, assertion or obligations claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any nature (whether assertedSubsidiary of the Company or any material complaint, unassertedallegation, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to become due, the Company or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsany Subsidiary of the Company.

Reports and Financial Statements. (a) Prior Except as set forth on Schedule 3.5(a) of the SkyTerra Disclosure Schedule, SkyTerra has timely filed all reports required to be filed with the SEC pursuant to the Effective TimeSecurities Exchange Act of 1934, ITI will furnish Lil Marc as amended (the “Exchange Act”) or the Securities Act since January 1, 2004 (collectively, the “SkyTerra SEC Reports”), and has previously made available to Motient true and complete copies of all such SkyTerra SEC Reports. Such SkyTerra SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), complied in all material respects with the audited ITI balance sheets applicable requirements of the Securities Act and the Exchange Act, as at December 31, 2000 and December 31, 2001the case may be, and none of such SkyTerra SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the related date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of SkyTerra included in the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall SkyTerra SEC Reports have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals GAAP consistently applied throughout the periods indicated ("GAAP"except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and shall be fairly present (subject, in compliance with Regulation Sthe case of unaudited statements, to normal, recurring year-Xend adjustments and any other adjustments described therein), in all material respects, the consolidated financial position of SkyTerra and its consolidated Subsidiaries as promulgated under at the Securities Actdates thereof and the consolidated results of operations and cash flows of SkyTerra and its consolidated subsidiaries for the periods then ended. Except as disclosed in SkyTerra SEC Reports there has been no change in any of the significant accounting (including Tax accounting) policies or procedures of SkyTerra since December 31, 2005. (b) In each caseExcept as set forth on Schedule 3.5(b) of the SkyTerra Disclosure Schedule, except for the absence SkyTerra maintains a system of full footnote disclosures and schedules required internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with GAAP, and year end audit adjustments which are not individually management’s general or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, specific authorization; (ii) the Audited Financial Statements shall present fairly transactions are recorded as necessary to permit preparation of their respective dates the financial statements in conformity with GAAP or any other criteria applicable to such statements and to maintain accountability for assets, liabilities, stockholders' equity and the financial condition of ITI, ; (iii) as of the date of such balance sheets, except as and access to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared assets is permitted only in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, management’s general or specific authorization; and (iv) the statements of income, stockholders' equity, recorded accountability for assets is compared with the existing assets at reasonable intervals and changes in financial condition shall reflect fairly the information required appropriate action is taken with respect to be set forth therein by GAAPany differences. (c) Except as set forth in the Audited Financial Statements and Since January 1, 2005, neither SkyTerra nor, to the SkyTerra’s knowledge, any director, officer, employee, auditor, accountant or representative of SkyTerra has received or otherwise had or obtained knowledge of ITIany complaint, ITI and its subsidiaries have no allegation, assertion or claim, in writing, regarding the accounting or auditing practices, procedures, methodologies or methods of SkyTerra or SkyTerra’s internal accounting controls, including any complaint, allegation, assertion or claim that SkyTerra has engaged in questionable accounting or auditing practices. No attorney representing SkyTerra, whether or not employed by SkyTerra, has reported “evidence of a material liabilities violation” (as defined in 17 CFR Part 205) to SkyTerra’s board of directors or obligations any committee thereof or to any director or officer of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsSkyTerra.

Reports and Financial Statements. (a) Prior The Company has timely filed or furnished all forms, statements, documents, schedules and reports, together with any amendments required to be made with respect thereto and exhibits or other information incorporated therein required to be filed or furnished by the Company prior to the date hereof, with the SEC since December 31, 2013 (such documents, together with any documents filed with the SEC during such periods by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement, collectively, the “Company SEC Documents”). As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects, and all documents required to be filed or furnished by the Company with the SEC after the date hereof and prior to the Effective TimeTime (the “Subsequent Company SEC Documents”) will comply in all material respects, ITI will furnish Lil Marc with the audited ITI balance sheets requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder (“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, subject to the last sentence of Section 3.12 with respect to the Joint Proxy Statement, and none of the Company SEC Documents contained, and the Subsequent Company SEC Documents will not contain, any untrue statement of a material fact or omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents and, to the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review. None of the Subsidiaries of the Company is, or has at any time since December 31, 2000 2013 been, required to file or is required to file reports with the SEC pursuant to the Exchange Act. (b) Each of the consolidated financial statements (including all related notes and December 31, 2001schedules) of the Company included in the Company SEC Documents (i) fairly presents in all material respects, and the consolidated financial statements (including all related statements notes and schedules) of income the Company included in the Subsequent Company SEC Documents will fairly present in all material respects, the consolidated financial position of the Company and retained earningsits consolidated Subsidiaries, statements as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) and statements of stockholders equity of ITI for (ii) complied at the time it was filed, and each of the two fiscal years ended December 31consolidated financial statements (including all related notes and schedules) of the Company included in the Subsequent Company SEC Documents will comply at the time it is filed, 2001 (as to form in all material respects with applicable accounting requirements and the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities published rules and Exchange Commission ("SEC") accountingregulations of the SEC with respect thereto, shall be prepared in accordance conformity with United States generally accepted accounting principals principles ("“GAAP"”) and shall be (except, in compliance with Regulation S-Xthe case of the unaudited statements, as promulgated under permitted by Form 10-Q of the Securities Act. SEC) applied on a consistent basis during the periods involved (b) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually as may be indicated therein or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITInotes thereto). Since December 31, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of 2013 to the date of such balance sheetsthis Agreement, the Company has not made any material change in the accounting practices or policies applied in the preparation of its financial statements, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with required by GAAP, SEC rule or policy or applicable Law and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth disclosed in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsCompany SEC Documents.

Reports and Financial Statements. (a) Prior Except as set forth on Schedule 3.5(a) of the Motient Disclosure Schedule, Motient has timely filed all reports required to be filed with the SEC pursuant to the Effective TimeSecurities Exchange Act of 1934, ITI will furnish Lil Marc as amended (the “Exchange Act”) or the Securities Act since January 1, 2004 (collectively, the “Motient SEC Reports”), and has previously made available to BCE true and complete copies of all such Motient SEC Reports. Such Motient SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), complied in all material respects with the audited ITI balance sheets applicable requirements of the Securities Act and the Exchange Act, as at December 31, 2000 and December 31, 2001the case may be, and none of such Motient SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the related date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of Motient included in the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall Motient SEC Reports have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals GAAP consistently applied throughout the periods indicated ("GAAP"except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and shall be fairly present (subject, in compliance with Regulation Sthe case of unaudited statements, to normal, recurring year-Xend adjustments and any other adjustments described therein), in all material respects, the consolidated financial position of Motient and its consolidated subsidiaries as promulgated under at the Securities Actdates thereof and the consolidated results of operations and cash flows of Motient and its consolidated subsidiaries for the periods then ended. Except as disclosed in the Motient SEC Reports there has been no change in any of the significant accounting (including Tax accounting) policies or procedures of Motient since December 31, 2005. (b) In each caseExcept as set forth on Schedule 3.5(b) of the Motient Disclosure Schedule, except for the absence Motient maintains a system of full footnote disclosures and schedules required internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with GAAP, and year end audit adjustments which are not individually management’s general or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, specific authorization; (ii) the Audited Financial Statements shall present fairly transactions are recorded as necessary to permit preparation of their respective dates the financial statements in conformity with GAAP or any other criteria applicable to such statements and to maintain accountability for assets, liabilities, stockholders' equity and the financial condition of ITI, ; (iii) as of the date of such balance sheets, except as and access to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared assets is permitted only in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, management’s general or specific authorization; and (iv) the statements of income, stockholders' equity, recorded accountability for assets is compared with the existing assets at reasonable intervals and changes in financial condition shall reflect fairly the information required appropriate action is taken with respect to be set forth therein by GAAPany differences. (c) Except as set forth in the Audited Financial Statements and Since January 1, 2005, neither Motient nor, to the Motient’s knowledge, any director, officer, employee, auditor, accountant or representative of Motient has received or otherwise had or obtained knowledge of ITIany complaint, ITI and its subsidiaries have no allegation, assertion or claim, in writing, regarding the accounting or auditing practices, procedures, methodologies or methods of Motient or Motient’s internal accounting controls, including any complaint, allegation, assertion or claim that Motient has engaged in questionable accounting or auditing practices. No attorney representing Motient, whether or not employed by Motient, has reported “evidence of a material liabilities violation” (as defined in 17 CFR Part 205) to Motient’s board of directors or obligations any committee thereof or to any director or officer of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsMotient.

Reports and Financial Statements. (a) Prior Parent has filed or furnished all forms, statements, certifications, documents and reports required to be filed or furnished by it with the SEC since January 1, 2020 (as amended and supplemented from time to time, the “Parent SEC Documents”), each of which, in each case as of its date, or, if amended, as finally amended prior to the Effective Timedate of this Agreement, ITI will furnish Lil Marc complied as to form in all material respects with the audited ITI balance sheets applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as at December 31, 2000 and December 31, 2001the case may be, and the related statements of income applicable rules and retained earningsregulations promulgated thereunder, statements of cash flows and statements of stockholders equity of ITI for each as of the two fiscal years ended December 31date filed with the SEC, 2001 (and none of the "Audited Financial Statements")Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accountingAs of the date of this Agreement, shall be prepared in accordance there are no outstanding or unresolved comments received from the SEC with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-Xrespect to any of the Parent SEC Documents, as promulgated under and, to the Securities ActKnowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) In each case, except for the absence The consolidated financial statements (including all related notes and schedules) of full footnote disclosures Parent and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or its Significant Subsidiaries included in the aggregate material Parent SEC Documents (i) the Audited Financial Statements shall be prepared by management of ITIif amended, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of the last such balance sheetsamendment) fairly presented in all material respects the consolidated financial position of Parent and its consolidated Significant Subsidiaries, except as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to the extent reflected or reserved against any other adjustments described therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or including the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there were prepared in all material respects in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). None of the Significant Subsidiaries of Parent is no fact, condition or circumstance which could reasonably be expected required to result in such liabilities or obligationsfile periodic reports with the SEC.

Reports and Financial Statements. (a) Prior Sodium and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC since January 1, 2021 (all such documents and reports filed or furnished by Sodium or any of its Subsidiaries on or after such date, the “Sodium SEC Documents”). As of their respective dates or, if amended, as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31date of the last such amendment, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced Sodium SEC Documents complied in Securities all material respects with the requirements of the Exchange Act and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act, as the case may be, and none of the Sodium SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Sodium SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of Sodium included in the Sodium SEC Documents fairly present in all material respects the consolidated financial position of Sodium and its consolidated Subsidiaries, except as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures and schedules required in accordance with GAAPthe unaudited statements, and year to normal year-end audit adjustments which are not individually and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP). (c) Except Sodium is not a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Sodium and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as set forth defined in Item 303(a) of Regulation S-K of the Audited Financial Statements and SEC)), where the purpose of such contract is to the knowledge avoid disclosure of ITIany material transaction involving, ITI and its subsidiaries have no or material liabilities of, Sodium, in Sodium’s published financial statements or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsSodium SEC Documents.

Reports and Financial Statements. (a) Prior From January 1, 2014 through the date of this Agreement, Cyclone has filed or published (as applicable) all forms, documents and reports required to be filed or published prior to the Effective Time, ITI will furnish Lil Marc with date hereof by the audited ITI balance sheets as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each listing requirements of the two fiscal years ended December 31, 2001 SIX (the "Audited Financial StatementsCyclone SIX Documents"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accountingAs of their respective dates, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-Xor, if amended, as promulgated of the date of (and giving effect to) the last such amendment, the Cyclone SIX Documents complied in all material respects with the requirements of the SIX applicable to such Cyclone SIX Documents, and none of the Cyclone SIX Documents contained any untrue statement of any material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Securities ActCyclone SIX Documents is, as of the date of this Agreement and to the knowledge of Cyclone, the subject of ongoing review by the SIX. Cyclone has, prior to the date hereof, provided Hurricane or its Representatives with true, correct and complete copies of all correspondence between Cyclone or any Cyclone Subsidiary and the SIX with respect to the Cyclone SIX Documents, within the year prior to the date of this Agreement to the extent such comment letters, response letters and correspondence are not publicly available. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of Cyclone and the Cyclone Subsidiaries included in the Cyclone SIX Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SIX with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Cyclone and its consolidated Subsidiaries, except as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures and schedules required in accordance with GAAPthe unaudited statements, and year to normal year-end audit adjustments which are not individually and to any other adjustments described therein, including the notes thereto) in conformity with IFRS (except, in the case of the unaudited statements, to the extent permitted by applicable Law and the rules and regulations of the SIX) applied on a consistent basis during the periods involved (except as may be indicated therein or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP). (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior The Company has filed or furnished, on a timely basis, all forms, statements, certifications, documents, correspondence, registrations, and reports required to be filed or furnished by it with the SEC pursuant to the Effective Time, ITI will furnish Lil Marc with Exchange Act or the audited ITI balance sheets as at Securities Act since December 31, 2000 2018 (the forms, statements, certifications, documents and December 31reports so filed or furnished by the Company and those filed or furnished to the SEC subsequent to the date of this Agreement, 2001including any amendments thereto, including exhibits, schedules thereto and all other information incorporated by reference, the “Company SEC Documents”), each of which, in each case as of its date, or, if amended, as finally amended prior to the date of this Agreement, complied, or if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the related statements of income rules and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each regulations of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (b) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAPSEC thereunder applicable to such Company SEC Documents, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly no Company SEC Document as of their respective dates its date (or, if amended or superseded by a filing prior to the assetsdate of this Agreement, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheetsamended or superseding filing) contained, except as and no Company SEC Documents filed with or furnished to the extent reflected SEC subsequent to the date of this Agreement will contain, any untrue statement of a material fact or reserved against therein, ITI did not have omitted to state any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information material fact required to be set forth stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC. (b) The Company and each Material Subsidiary has filed or furnished, on a timely basis (taking into account any relevant extensions), all material forms, statements, certifications, documents, correspondence, registrations, and reports required to be filed or furnished by GAAPit with any Governmental Entity since December 31, 2018 (the “Company Governmental Filings”), except where the failure to so file or furnish the Company Governmental Filings is not or would not reasonably be expected to be material to the Company or any Material Subsidiary. The Company Governmental Filings complied in all material respects with applicable Laws. No Company Governmental Filing contained any untrue statement of a material fact or omitted to state any 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. (c) The Company is in all material respects in compliance with the applicable listing and corporate governance rules and regulations of the NYSE. Except as set forth permitted by the Exchange Act, neither the Company nor any of its Affiliates has made, arranged or modified (in any material way) any extensions of credit in the Audited Financial Statements form of a personal loan to any executive officer or director of the Company. There (i) is no unresolved violation, criticism, or exception by any regulatory agency with respect to any report or statement relating to any examinations or inspections of the Company or any Company Subsidiaries and (ii) has been no formal or informal inquiries by, or disagreements or disputes with, any regulatory agency with respect to the business, operations, policies or procedures of the Company or any Company Subsidiary since December 31, 2018. (d) The consolidated financial statements (including all related notes and schedules) of the Company included in or incorporated by reference into the Company SEC Documents (or, if any such Company SEC Document is amended or superseded by a filing prior to the date of this Agreement, such amended or superseding Company SEC Document) (i) have been prepared from, and are in accordance with, the books and records of the Company and the Company Subsidiaries, (ii) fairly presented, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwisenotes thereto), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and there is with the published rules and regulations of the SEC with respect thereto, (iv) and were prepared, in all material respects, in conformity with GAAP (except, in the case of the unaudited financial statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since December 31, 2018, no factindependent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, condition financial statement disclosure or circumstance which could reasonably auditing scope or procedure. (e) Section 3.4(e) of the Company Disclosure Schedules lists and describes any amounts of cash or funds that are subject to any restrictions on transfer or that otherwise cannot be expected transferred to result in the equity holders of the Company at will or without incurring material costs, Taxes or penalties, such liabilities or obligationsas cash held by Company Subsidiaries that are subject to foreign exchange restrictions by foreign governments.

Reports and Financial Statements. (a) Prior to the Effective Time, ITI will furnish Lil Marc with the audited ITI balance sheets as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-XThe UNC SEC Reports complied, as promulgated under of their respective dates of filing, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC. As of their respective dates, none of such forms, reports or documents, including without limitation any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances under which they were made. (b) In each caseEach of the balance sheets (including the related notes and schedules) included in the UNC SEC Reports fairly presented the consolidated financial position of the UNC Companies as of the respective dates thereof, except and the other related financial statements (including the related notes and schedules) included therein fairly presented the results of operations and cash flows of the UNC Companies for the absence respective fiscal periods or as of full footnote disclosures the respective dates set forth therein. Each of the financial statements (including the related notes and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or schedules) included in the aggregate material UNC SEC Reports (i) complied as to form with the Audited Financial Statements shall be prepared by management applicable accounting requirements and rules and regulations of ITIthe SEC, and (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, was prepared in accordance with GAAPGAAP consistently applied during the periods presented, except as otherwise noted therein and all assets reflected therein are properly reported subject to normal year-end and present fairly audit adjustments in the value case of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in any unaudited interim financial condition shall reflect fairly the information required to be set forth therein by GAAPstatements. (c) Except for UNC, none of the UNC Companies is required to file any forms, reports or other documents with the SEC, Nasdaq, the NYSE or any other foreign or domestic securities exchange or Governmental Authority with jurisdiction over securities laws. UNC has timely filed all reports, registration statements and other filings required to be filed by it with the SEC. (d) The balance sheet as of December 31, 1996 included in the UNC 1996 Management Statements fairly presents the consolidated financial position of the UNC Companies as of that date and the other related financial statements included therein fairly present the results of operations and cash flows of the UNC Companies for the year then ended. The UNC 1996 Management Statements have been prepared in accordance with GAAP consistently applied during the period presented. (e) The balance sheet (including the related notes and schedules) included in the Audited 1996 Statements will, when issued, fairly present the consolidated financial position of the UNC Companies as of the respective dates thereof, and the other related financial statements (including the related notes and schedules) included therein will fairly present the results of operations and cash flows of the UNC Companies for the respective fiscal periods or as of the respective dates set forth therein. The Audited 1996 Statements (including the related notes and schedules) will, when issued, (i) comply as to form with the applicable accounting requirements and rules and regulations of the SEC, (ii) will have been prepared in accordance with GAAP consistently applied during the periods presented, except as otherwise noted therein, and (iii) will not, except as set forth in Schedule 5.5, differ materially from the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsUNC 1996 Management Statements.

Reports and Financial Statements. (a) Prior to the Effective Time, ITI will furnish Lil Marc with the audited ITI balance sheets as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (b) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) Anthem has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the Audited Financial Statements shall be prepared by management SEC since January 1, 2013 (collectively, as they have been amended since the time of ITItheir filing and including all exhibits thereto and all other information incorporated therein, (ii) the Audited Financial Statements shall present fairly “Anthem SEC Reports”). No material Subsidiary of Anthem is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Anthem SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the assetsdate of this Agreement or the Closing Date, liabilitiesthen on the date of such filing), stockholders' equity contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Anthem SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Anthem and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Anthem’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial condition statements. All of ITIsuch Anthem SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (iii) and as of the date of any amendment to the respective Anthem SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, applicable to such balance sheets, except as and Anthem SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against thereinin the balance sheet of Anthem included in the Anthem SEC Report last filed prior to the date hereof, ITI did (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Anthem does not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (nature, whether assertedknown or unknown, unassertedabsolute, accrued, unaccrued, absolute, fixed, contingent, liquidateddetermined, unliquidated, due, determinable or otherwise and whether due or to become due, that have or otherwise), and there is no fact, condition or circumstance which could would reasonably be expected to result have, individually or in such liabilities or obligationsthe aggregate, a Material Adverse Effect on Anthem.

Reports and Financial Statements. (a) Prior Buyer and each of its Subsidiaries has timely filed with or furnished to the Effective TimeSEC all reports, ITI will furnish Lil Marc schedules, forms, statements and other documents required to be filed or furnished by it since January 1, 2018 (all such documents and reports filed or furnished by Buyer or any of its Subsidiaries, the “Buyer SEC Documents”). As of their respective dates of filing or, in the case of Buyer SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective dates of effectiveness, or, if amended prior to the date hereof, as of the date of the last amended filing, the Buyer SEC Documents complied in all material respects with the audited ITI balance sheets requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and none of the Buyer SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Buyer SEC Documents as of a later date (but before the date hereof) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules thereto) of Buyer included in the Buyer SEC Documents, (i) fairly present in all material respects the consolidated financial position of Buyer and its consolidated Subsidiaries, as at December 31, 2000 and December 31, 2001the respective dates thereof, and the related statements consolidated results of income their operations and retained earnings, statements of their consolidated cash flows and statements of stockholders equity of ITI for each the respective periods then ended (subject, in the case of the two fiscal years ended December 31unaudited statements, 2001 to normal year-end audit adjustments and any other adjustments described therein), (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC"ii) accounting, shall be were prepared in accordance conformity with United States generally accepted accounting principals GAAP ("GAAP") and shall be except, in compliance with Regulation S-Xthe case of the unaudited statements, as promulgated under permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) are in accordance, in all material respects with, the books and records of Buyer and its consolidated Subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (bc) In each caseThere are no outstanding or unresolved comments from, except for or unresolved issues raised by, the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as staff of the date of such balance sheets, except as and SEC relating to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value Buyer SEC Documents. None of the assets of ITI in accordance with GAAPBuyer SEC Documents is, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITIBuyer, ITI the subject of ongoing SEC review, and no enforcement action has been initiated against Buyer relating to disclosures contained in or omitted from any Buyer SEC Document. (d) Neither Buyer nor any of its subsidiaries Subsidiaries is a party to, nor does it have no any binding commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Buyer or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Buyer or obligations any of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, its Subsidiaries in Buyer’s financial statements or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsother Buyer SEC Documents.

Reports and Financial Statements. (a) Prior The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in U.S. Securities and Exchange Commission ("the “SEC"”) accountingsince January 1, shall be prepared in accordance with United States generally accepted accounting principals 2012 ("GAAP") all such documents and shall be in compliance with Regulation S-Xreports filed or furnished by the Company or any of its Subsidiaries, the “Company SEC Documents”). As of their respective dates or, if amended, as promulgated under of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of the Company and of Susser MLP included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries and the consolidated financial position of Susser MLP and its consolidated Subsidiaries, except respectively, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures and schedules required in accordance with GAAPthe unaudited statements, and year to normal year-end audit adjustments which are not individually and to any other adjustments described therein, including the notes thereto) in conformity with U.S. generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP). (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior Parent and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC since January 1, 2011 (the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents (i) have been prepared from, and are in accordance with, the books and records of Parent and its Subsidiaries, (ii) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at December 31, 2000 and December 31, 2001the respective dates thereof, and the related statements consolidated results of income their operations and retained earnings, statements of their consolidated cash flows and statements of stockholders equity of ITI for each the respective periods then ended (subject, in the case of the two fiscal years ended December 31unaudited statements, 2001 to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto), and (the "Audited Financial Statements"). Such Audited Financial Statements shall iii) have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals GAAP applied on a consistent basis during the periods involved ("except as may be indicated therein or in the notes thereto). The books and records of Parent and its Subsidiaries have been and are being maintained in all material respects in accordance with GAAP". Neither Parent nor any of its Subsidiaries has or is subject to any “off-balance sheet arrangement” (as defined in Item 303(a)(4)(ii) and shall be in compliance with of Regulation S-X, as K promulgated under the Securities Act. (b) In each case), except for where the absence of full footnote disclosures and schedules required in accordance with GAAPresult, and year end audit adjustments which are not individually purpose or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date intended effect of such balance sheets, except as and arrangement is to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations avoid disclosure of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become duetransaction involving, or otherwise)liabilities of, and there is no fact, condition Parent or circumstance which could reasonably be expected to result any of its Subsidiary’s in Parent’s or such liabilities Subsidiary’s published financial statements or obligationsother Parent SEC Documents.

Reports and Financial Statements. (ai) Prior Regis has timely filed all registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since July 1, 2003 (collectively, including all exhibits thereto, the “Regis SEC Reports”). No Subsidiary of Regis is required to file any form, report, registration statement, prospectus or other document with the SEC. Each of the Regis SEC Reports, at the time it was filed (or, if amended or superseded by a filing prior to the Effective Timedate of this Agreement, ITI will furnish Lil Marc then on the date of such filing), complied in all material respects with the requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “Sarbanes Act”) and the NYSE and the rules and regulations promulgated thereunder, as applicable, and none of such Regis SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Regis Filed SEC Reports contain the audited ITI consolidated balance sheets sheet of Regis and its Subsidiaries as at December 31of June 30, 2000 2005 and December 31, 20012004, and the related audited consolidated statements of income and retained earningsincome, statements of cash flows and statements shareholders’ equity for the fiscal years ended June 30, 2005 and 2004 (such statements, together with the notes thereto, the “Regis Financial Statements”). Each of stockholders equity of ITI for the Regis Financial Statements and each of the two fiscal years ended December 31other financial statements (including the related notes) included in the Regis SEC Reports fairly presents, 2001 (in all material respects, the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced consolidated financial position and consolidated results of operations and cash flows of Regis and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance conformity with United States generally accepted accounting principals principles ("“GAAP"”) and shall be in compliance with Regulation S-X, consistently applied during the periods involved except as promulgated under the Securities Act. (b) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAPotherwise noted therein, and year end audit adjustments which are not individually or subject, in the aggregate material (i) the Audited Financial Statements shall be prepared by management case of ITIunaudited interim financial statements, (ii) the Audited Financial Statements shall present fairly to normal and recurring year-end adjustments. All Regis SEC Reports, as of their respective filing dates the assets, liabilities, stockholders' equity (and the financial condition of ITI, (iii) as of the date of such balance sheetsany amendment to the respective Regis SEC Report), except complied as and to form in all material respects to the extent reflected in effect at the time of filing, with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes Act and the NYSE and the rules and regulations promulgated thereunder. (ii) Except as disclosed in the Regis SEC Reports filed after July 1, 2003 and publicly available prior to the date hereof (the “Regis Filed SEC Reports”) or reserved against thereinin the Regis Financial Statements, ITI did since July 1, 2005, Regis and its Subsidiaries have not have incurred any liabilities or obligations (absolute or contingent) which should that are of a nature that would be reflected in required to be disclosed on a consolidated balance sheet of Regis and its Subsidiaries or in the notes theretofootnotes thereto prepared in conformity with GAAP, prepared other than liabilities incurred in the ordinary course of business or that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Regis. (iii) Each of the principal executive officer of Regis and the principal financial officer of Regis (or each former principal executive officer of Regis and each former principal financial officer of Regis, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes Act with respect to the Regis SEC Reports and the statements contained in such certifications are true, complete and correct. For purposes of this Section 5.1(d), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes Act. (iv) Regis and its Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, . Regis (A) has designed and all assets reflected therein are properly reported maintains disclosure controls and present fairly the value procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the assets of ITI in accordance with GAAP, and (ivExchange Act) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the to ensure that material information required to be set forth therein disclosed by GAAP. (c) Except as set forth Regis in the Audited Financial Statements reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Regis’s management as appropriate to allow timely decisions regarding required disclosure and to make the knowledge certifications of ITIthe principal executive officer and principal financial officer of Regis required under the Exchange Act with respect to such reports and (B) has disclosed, ITI based on its most recent evaluation of such disclosure controls and its subsidiaries procedures prior to the date hereof to Regis’s auditors and the audit committee of Regis’s Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Regis’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have no material liabilities or obligations a significant role in Regis’s internal controls over financial reporting. Regis has delivered to ▇▇▇▇▇▇▇-▇▇▇▇▇▇ and Spinco any such disclosure made by management to Regis’s auditors and the audit committee of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsRegis’s Board of Directors.

Reports and Financial Statements. (a) Prior The Company has filed all registration statements, prospectuses, schedules, forms, documents, statements, certifications and reports (including exhibits and all other information incorporated by reference therein) presently required to be filed prior to the date hereof by them with the SEC since June 30, 2007 (excluding the Schedule 14D-9 and the Proxy Statement, the “Company SEC Documents”). As of their respective dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or subsequent filing prior to the date hereof, the Company SEC Documents complied, and each of the Company SEC Documents filed subsequent to the date of this Agreement will comply, in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations promulgated thereunder, as the case may be, each as in effect on the date so filed. As of the time of filing with the SEC, none of the Company SEC Documents so filed or that will be filed subsequent to the date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent that the information in such Company SEC Document has been amended or superseded by a later Company SEC Document filed prior to the date hereof. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. (b) The financial statements (including all related notes and schedules) of the Company and its Subsidiaries included in the Company SEC Documents and each Company SEC Document filed after the date hereof until the Effective Time, ITI comply (or will furnish Lil Marc comply, as applicable), as of their respective dates of filing with the audited ITI balance sheets as at December 31SEC, 2000 and December 31, 2001, in all material respects with applicable accounting requirements and the related statements of income published rules and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each regulations of the two fiscal years ended December 31SEC with respect thereto, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission prepared ("SEC"or will have been prepared, as applicable) accounting, shall be prepared in accordance with United States generally accepted accounting principals principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Forms 10-Q or 8-K or other applicable rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and shall be in compliance with Regulation S-Xfairly present (or will fairly present, as promulgated applicable) in all material respects the financial position of the Company and its Subsidiaries, as at the respective dates thereof, and the results of their operations and their cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto). The financial books and records of the Company and its Subsidiaries, taken as a whole, are true and correct in all material respects. (c) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Securities Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (bd) In each caseNeither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other Company SEC Document. (e) No “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) filed as an exhibit to the Filed SEC Documents has been amended or modified in any material respect, except for amendments or modifications which have been filed as an exhibit to a subsequently dated Company SEC Document. (f) The Company maintains a system of internal controls over financial reporting and accounting sufficient in all material respects to provide reasonable assurances regarding the absence reliability of full footnote disclosures financial reporting and schedules required the preparation of financial statements for external purposes, including to provide reasonable assurance that: (i) transactions are executed in accordance with GAAP, and year end audit adjustments which are not individually management’s general or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITIspecific authorizations, (ii) the Audited Financial Statements shall present fairly transactions are recorded as necessary to permit preparation of their respective dates the assets, liabilities, stockholders' equity financial statements in conformity with GAAP and the financial condition of ITIto maintain asset accountability, (iii) as of access to assets that could have a material effect on the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared Company’s financial statements is permitted only in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAPmanagement’s general or specific authorization, and (iv) the statements recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (g) The Company has in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of income, stockholders' equity, and changes the Exchange Act) that are sufficient in financial condition shall reflect fairly the all material respects to ensure that material information that is required to be set forth therein disclosed by GAAPthe 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 SEC’s rules and forms and is accumulated and made known to its principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure. (ch) Except as set forth The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of Sarbanes Oxley for the fiscal year ended June 30, 2010, and such assessment concluded that such controls were effective. Since June 30, 2007, the Company has disclosed to the Company’s outside auditors and the audit committee of the Company (and made copies of such disclosures available to Parent) (i) all significant deficiencies and material weaknesses in the Audited Financial design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since June 30, 2007, the Company has not received from its independent auditors any oral or written notification of a (x) “significant deficiency” or (y) “material weakness” in the Company’s internal controls. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in the Statements and of Auditing Standards 60, as in effect on the date hereof. (i) There are no outstanding unresolved comments with respect to the Company or the Company SEC Documents noted in comment letters or other correspondence received by the Company or its attorneys from the SEC, and, to the knowledge of ITIthe Company, ITI and its subsidiaries have there are no pending (i) formal or informal investigations of the Company by the SEC or (ii) inspection of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board. Since June 30, 2007, there has been no material liabilities written complaint, allegation, assertion or obligations claim that the Company or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. Since June 30, 2007, no current or former attorney representing the Company or any of its Subsidiaries has reported in writing evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or executive officer of the Company. (j) To the knowledge of the Company, since June 30, 2007, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the possible commission of any nature crime or the violation or possible violation of any Law of the type described in Section 806 of SOX. (whether assertedk) The Company has adopted a code of ethics, unassertedas defined by Item 406(b) of Regulation S-K of the SEC, accruedfor senior financial officers, unaccruedapplicable to its principal financial officer, absolute, fixed, contingent, liquidated, unliquidated, due, to become duecomptroller or principal accounting officer, or otherwise)persons performing similar functions. The Company has promptly disclosed any change in or waiver of the Company’s code of ethics with respect to any such persons, and as required by Section 406(b) of Sarbanes Oxley. To the knowledge of the Company, since June 30, 2007, there is have been no fact, condition or circumstance which could reasonably be expected to result in material violations of provisions of the Company’s code of ethics by any such liabilities or obligationspersons.

Reports and Financial Statements. (a) Prior Parent and each of its Subsidiaries have filed or furnished all forms, documents and reports required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC since January 1, 2018 (all such forms, documents and reports, the “Parent SEC Documents”). As of their respective dates or, if amended, as at December 31of the date of the last such amendment, 2000 the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and December 31the ▇▇▇▇▇▇▇▇- ▇▇▇▇▇ Act, 2001as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents at the time they were filed or furnished contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. None of Parent’s Subsidiaries is, or at any time since January 1, 2018 has been, required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related statements notes and schedules) of income Parent included in the Parent SEC Documents (the “Parent Financial Statements”) at the time they were filed or furnished (i) fairly present in all material respects the consolidated financial position of Parent and retained earningsits consolidated Subsidiaries, statements as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (except, in the case of unaudited statements, subject to normal year-end audit adjustments, the absence of notes and statements of stockholders equity of ITI for each to any other adjustments described therein, including in any notes thereto or with respect to pro forma financial information, subject to the qualifications stated therein), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the two fiscal years ended December 31SEC, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities Exchange Act and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (bc) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as As of the date hereof, there are no outstanding or unresolved comments in any comment letters of such balance sheets, except as and the staff of the SEC received by Parent relating to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value Parent SEC Documents. As of the assets date hereof, none of ITI in accordance with GAAPthe Parent SEC Documents is, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITIParent, ITI and the subject of ongoing SEC review. (d) Neither Parent nor any of its subsidiaries have no Subsidiaries is a party to, or has a commitment to effect, enter into or create, any joint venture, or “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or obligations any of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, its Subsidiaries in the Parent Financial Statements or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsother Parent SEC Documents.

Reports and Financial Statements. (a) Prior The Partnership and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules certifications, prospectuses, registration and other statements required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC since January 1, 2018 (collectively with all documents filed on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership SEC Documents”). As of their respective dates or, if amended, as at December 31of the date of the last such amendment, 2000 the Partnership SEC Documents complied in all material respects with the requirements of the Securities Act and December 31the Exchange Act, 2001as the case may be, and the related statements of income applicable rules and retained earningsregulations promulgated thereunder, statements of cash flows and statements of stockholders equity of ITI for each none of the two fiscal years ended December 31Partnership SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, 2001 in light of the circumstances under which they were made, not misleading, except that information set forth in the Partnership SEC Documents as of a later date (but before the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by date of this Agreement) will be deemed to modify information as of an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Actearlier date. (b) In each case, except for The consolidated financial statements (including all related notes and schedules) of the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or Partnership included in the aggregate Partnership SEC Documents fairly present in all material (i) respects the Audited Financial Statements shall be prepared by management consolidated financial position of ITIthe Partnership and its consolidated Subsidiaries, (ii) as at the Audited Financial Statements shall present fairly as of their respective dates the assetsthereof (if amended, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of the last such balance sheetsamendment), except as and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to the extent reflected or reserved against any other adjustments described therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or including the notes thereto) in conformity with GAAP (except, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value case of the assets of ITI in accordance with GAAPunaudited statements, and as permitted by the SEC) applied on a consistent basis during the periods involved (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to except as may be set forth indicated therein by GAAP. (c) Except as set forth or in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwisenotes thereto), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior Company and each of its Subsidiaries has timely filed with or furnished to the Effective TimeSEC all reports, ITI will furnish Lil Marc schedules, forms, statements and other documents required to be filed or furnished by it since January 1, 2018 (all such documents and reports filed or furnished by Company or any of its Subsidiaries, the “Company SEC Documents”) and Company has filed prior to the date hereof all material returns, particulars, resolutions and documents required to be filed or to be delivered on behalf of Company with the audited ITI balance sheets as at December 31Registrar of Companies in Jersey. As of their respective dates of filing or, 2000 and December 31, 2001, and in the related case of Company SEC Documents that are registration statements filed pursuant to the requirements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act, their respective dates of effectiveness, or, if amended prior to the date hereof, as of the date of the last amended filing, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date hereof) will be deemed to modify information as of an earlier date. (b) In each caseThe consolidated financial statements (including all related notes and schedules thereto) of Company included in the Company SEC Documents (i) fairly present in all material respects the consolidated financial position of Company and its consolidated Subsidiaries, except as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures and schedules required in accordance with GAAPthe unaudited statements, and year to normal year-end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITIand any other adjustments described therein), (ii) were prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) (except, in the Audited Financial Statements shall present fairly case of the unaudited statements, as permitted by applicable rules and regulations of their respective dates the assets, liabilities, stockholders' equity and SEC) applied on a consistent basis during the financial condition of ITIperiods involved (except as may be indicated therein or in the notes thereto), (iii) as are in accordance, in all material respects with, the books and records of the date of such balance sheets, except as Company and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, its consolidated Subsidiaries and (iv) comply in all material respects with the statements applicable accounting requirements and with the rules and regulations of incomethe SEC, stockholders' equitythe Exchange Act, the Securities Act and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPCompanies Law. (c) Except as set forth in There are no outstanding or unresolved comments from, or unresolved issues raised by, the Audited Financial Statements staff of the SEC relating to the Company SEC Documents. Company has heretofore made available to Buyer true, correct and complete copies of all written correspondence between Company and the SEC occurring since January 1, 2019. None of the Company SEC Documents is, to the knowledge of ITICompany, ITI the subject of ongoing SEC review, and no enforcement action has been initiated against Company relating to disclosures contained in or omitted from any Company SEC Document. (d) Neither Company nor any of its subsidiaries Subsidiaries is a party to, nor does it have no any binding commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Company or obligations any of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, its Subsidiaries in Company’s financial statements or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsother Company SEC Documents.

Reports and Financial Statements. (a) Prior Except as disclosed on the Schedule 4.4(a) of the Armada Disclosure Letter, Armada has timely filed with or furnished to the Effective TimeSEC all reports, ITI will furnish Lil Marc schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Armada since January 1, 2011 (collectively, together with documents filed with the audited ITI balance sheets SEC during such period by Armada on a voluntary basis in a Current Report on Form 8-K, but excluding the Registration Statement and any exhibits and schedules thereto and other information incorporated therein, the “Armada SEC Reports”). No Subsidiary of Armada is required to file any form, report, registration statement, prospectus or other document with the SEC. (b) As of its filing date (and as at December 31of the date of any amendment to the respective Armada SEC Report), 2000 each Armada SEC Report complied, and December 31each Armada SEC Report filed subsequent to the date of this Agreement will comply, 2001as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the related S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing), each Armada SEC Report filed pursuant to the Exchange Act did not, and each such Armada SEC Report filed subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements of income and retained earningsmade therein, statements of cash flows and statements of stockholders equity of ITI for each in the light of the two fiscal years ended December 31circumstances under which they were made, 2001 not misleading. (d) Each Armada SEC Report that is a registration statement (other than the "Audited Financial Statements"Registration Statement), as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus included in such registration statement, in light of the circumstances under which they were made) not misleading. (e) Armada has complied in all material respects with the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Armada maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Except to the extent otherwise stated in the Armada’s most recent Form 10-K or Form 10-Q filed with the SEC, such disclosure controls and procedures are designed to ensure that information required to be disclosed by Armada is recorded and reported on a timely basis to the individuals responsible for the preparation of the Armada’s filings with the SEC and other public disclosure documents. (g) Armada and its Subsidiaries have established and maintained a system of internal control over financial reporting (as required by in Rule 13a-15 under the Exchange Act) (“internal controls”). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced Except to the extent otherwise stated in Securities Armada’s most recent Form 10-K or Form 10-Q filed with the SEC, such internal controls are effective in providing reasonable assurance regarding the reliability of the Armada’s consolidated financial reporting and Exchange Commission ("SEC") accounting, shall be prepared the preparation of Armada’s consolidated financial statements for external purposes in accordance with United States generally accepted accounting principals GAAP. Armada has disclosed, based on its most recent evaluation of internal controls prior to the date of this Agreement, to Armada’s auditors and audit committee ("GAAP"i) any deficiencies, significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Armada’s ability to record, process, summarize and report financial information, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Armada’s internal controls and (iii) any pending and, to the Knowledge of Armada, threatened claim or allegation regarding any of the foregoing. Armada has made available to Mesa prior to the date of this Agreement any such disclosure made by management to Armada’s auditors and audit committee since January 1, 2011. (h) There are no outstanding loans or other extensions of credit including in the form of a personal loan (within the meaning of Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) made by Armada or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Armada. Armada has not, since the enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (i) Each principal executive officer and principal financial officer of Armada (or each former principal executive officer and principal financial officer of Armada, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall be have the meanings given to such terms in compliance with the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (j) Schedule 4.4(j) of the Armada Disclosure Letter describes, and Armada has delivered to Mesa copies of the documentation creating or governing, all securitization transactions and other off-balance sheet arrangements (as defined in Item 303 of Regulation S-XK of the SEC) that existed or were effected by Armada or its Subsidiaries since January 1, 2011. (k) Other than as disclosed in the Armada SEC Reports, since January 1, 2011, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor are there any proposed transactions as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which Armada or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act. (bl) In The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of Armada included or incorporated by reference in the Armada SEC Reports fairly present (and in the case of such consolidated financial statements included or incorporated by reference in filings made after the date hereof, will fairly present), in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), in all material respects the consolidated financial position of Armada and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the absence of full footnote disclosures periods then ended (subject to normal and schedules required in accordance with GAAP, and year recurring year-end audit adjustments which in the case of any unaudited interim financial statements) and complied or, in the case of consolidated financial statements included or incorporated by reference in filings made after the date hereof, will comply, in all material respects with applicable accounting requirements of the SEC. (m) There are no liabilities of Armada or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than (i) liabilities reflected in or reserved against in Armada’s consolidated financial statements filed with Armada’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2012, (ii) future executory liabilities arising under any Armada Contract (other than as a result of a breach thereof) and (iii) accounts payable to trade creditors and accrued expenses subsequently incurred in the ordinary course of business consistent with past practice and that have not had and would not reasonably be expected to have, individually or in the aggregate material aggregate, a Material Adverse Effect on Armada. (n) Since January 1, 2011, Armada has not received written notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or other Governmental Entity. There are no outstanding written comments from the SEC with respect to any of the Armada SEC Reports. (o) To the Knowledge of Armada, since January 1, 2011 (i) the Audited Financial Statements shall be prepared by management it has not received any substantive complaint, allegation, assertion or claim that Armada or any of ITI, its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) the Audited Financial Statements shall present fairly as no current or former attorney representing Armada or any of their respective dates the assetsits Subsidiaries has reported evidence of a material violation of securities laws, liabilitiesbreach of fiduciary duty or similar violation by Armada or any of its officers, stockholders' equity and the financial condition directors, employees or agents to Mesa’s or any committee thereof or to any director or executive officer of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPArmada. (cp) Except as set forth To the Knowledge of Armada, since January 1, 2011, no employee of Armada or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any Applicable Laws of the type described in Section 806 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Armada or any of its Subsidiaries. Neither Armada nor any of its Subsidiaries nor, to the Knowledge of Armada, any director, officer, employee, contractor, subcontractor or agent of Armada or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Armada or any of its Subsidiaries in the Audited Financial Statements terms and to the knowledge conditions of ITI, ITI and its subsidiaries have no material liabilities or obligations employment because of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result lawful act of such employee described in such liabilities or obligationsSection 806 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports and Financial Statements. (ai) Prior Each of Time Warner and TWE have filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to the Effective Time, ITI will furnish Lil Marc be filed by each of them with the audited ITI balance sheets as at SEC since December 31, 2000 and December 311996 (collectively, 2001including all exhibits thereto, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial StatementsTime Warner SEC Reports"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced Except as set forth in Securities and Exchange Commission ("Section 4.2(d)(i) of the Time Warner Disclosure Schedule, no Subsidiary of Time Warner is required to file any form, report, registration statement, prospectus or other document with the SEC") accounting. None of the Time Warner SEC Reports, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (b) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates (and, if amended or superseded by a filing prior to the assetsdate of this Agreement, liabilitiesthen on the date of such filing), stockholders' equity and contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial condition statements (including the related notes) included in the Time Warner SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of ITIoperations and cash flows of Time Warner or TWE, as the case may be, and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. All of such Time Warner SEC Reports, as of their respective dates (iii) and as of the date of such balance sheets, except as and any amendment to the extent reflected or reserved against thereinrespective Time Warner SEC Report), ITI did complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Except as disclosed in the Time Warner SEC Reports filed and publicly available prior to the date hereof (the "Time Warner Filed SEC Reports"), Time Warner and its Subsidiaries have not have incurred any liabilities or obligations (absolute or contingent) which should that are of a nature that would be reflected in required to be disclosed on a balance sheet of Time Warner and its Subsidiaries or the notes theretofootnotes thereto prepared in conformity with GAAP, prepared other than (A) liabilities incurred in the ordinary course of business, (B) liabilities incurred in accordance with GAAPSection 5.2, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP(C) liabilities for Taxes or (D) liabilities that, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth individually or in the Audited Financial Statements and to the knowledge of ITIaggregate, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could would not reasonably be expected to result in such liabilities or obligationshave a Material Adverse Effect on Time Warner.

Reports and Financial Statements. (a) Prior Through the date of this Agreement, Parent has filed or furnished all forms, documents and reports required to be filed or furnished by it with the SEC (the “Parent SEC Documents”). None of Parent’s Subsidiaries is required to make any filings with the SEC. As of their respective dates, or, if amended prior to the Effective Timedate hereof, ITI will furnish Lil Marc as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the audited ITI balance sheets requirements of the Securities Act and the Exchange Act, as at December 31, 2000 and December 31, 2001the case may be, and the related statements of income applicable rules and retained earningsregulations promulgated thereunder, statements of cash flows and statements of stockholders equity of ITI for each none of the two fiscal years ended December 31Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, 2001 (in light of the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accountingcircumstances under which they were made, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Actnot misleading. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents (i) have been prepared from, except and are based upon the books and records of Parent and its consolidated subsidiaries and (ii) fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures and schedules required in accordance with GAAPthe unaudited statements, and year to normal year-end audit adjustments which are not individually and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the aggregate material notes thereto). (ic) To the Audited Financial Statements shall be prepared by management knowledge of ITIParent, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheetsthis Agreement, except as and to the extent reflected there are no SEC inquiries or reserved against thereininvestigations, ITI did not have other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value accounting practices of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPParent. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior Parent has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC since December 31, 2008 (the “Parent SEC Documents”). As of their respective dates, or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects, and all documents required to be filed or furnished by Parent with the SEC after the date hereof and prior to the Effective TimeTime (the “Subsequent Parent SEC Documents”) will comply in all material respects, ITI will furnish Lil Marc with the audited ITI balance sheets requirements of the Securities Act and the Exchange Act, or other applicable Laws, as at December 31, 2000 and December 31, 2001the case may be, and the related statements of income applicable rules and retained earningsregulations promulgated thereunder, statements of cash flows and statements of stockholders equity of ITI for each none of the two fiscal years ended December 31Parent SEC Documents contained, 2001 (and none of the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced Subsequent Parent SEC Documents will contain, any untrue statement of a material fact or omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in Securities and Exchange Commission ("SEC") accountinglight of the circumstances under which they were made, shall or are to be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-Xmade, as promulgated under the Securities Actnot misleading. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects, except and when included in the Subsequent Parent SEC Documents will fairly present in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures and schedules required in accordance with GAAPthe unaudited statements, and year to normal year-end audit adjustments which are not individually and to any other adjustments described therein including the notes thereto) in conformity with or on a basis reconciled to GAAP (except, in the case of the unaudited statements, as permitted by the applicable rules and forms promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the aggregate material (i) notes thereto). Since December 31, 2008, Parent has not made any change in the Audited Financial Statements shall be prepared by management accounting practices or policies applied in the preparation of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the its financial condition of ITI, (iii) as of the date of such balance sheetsstatements, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with required by GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPSEC regulatory rule or policy or applicable Law. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior Parent has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC since December 31, 2005 (the “Parent SEC Documents”). As of their respective dates, or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects, and all documents required to be filed or furnished by Parent with the SEC after the date hereof and prior to the Effective TimeTime (the “Subsequent Parent SEC Documents”) will comply in all material respects, ITI will furnish Lil Marc with the audited ITI balance sheets requirements of the Securities Act and the Exchange Act, or other applicable Laws, as at December 31, 2000 and December 31, 2001the case may be, and the related statements of income applicable rules and retained earningsregulations promulgated thereunder, statements of cash flows and statements of stockholders equity of ITI for each none of the two fiscal years ended December 31Parent SEC Documents contained, 2001 (and none of the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced Subsequent Parent SEC Documents will contain, any untrue statement of a material fact or omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in Securities and Exchange Commission ("SEC") accountinglight of the circumstances under which they were made, shall or are to be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-Xmade, as promulgated under the Securities Actnot misleading. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects, except and when included in the Subsequent Parent SEC Documents will fairly present in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures and schedules required in accordance with GAAPthe unaudited statements, and year to normal year-end audit adjustments which are not individually and to any other adjustments described therein including the notes thereto) in conformity with or on a basis reconciled to GAAP (except, in the case of the unaudited statements, as permitted by the applicable rules and forms promulgated by the SEC or the comparable regulatory body of its home jurisdiction) applied on a consistent basis during the periods involved (except as may be indicated therein or in the aggregate material (i) notes thereto). Since December 31, 2007, Parent has not made any change in the Audited Financial Statements shall be prepared by management accounting practices or policies applied in the preparation of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the its financial condition of ITI, (iii) as of the date of such balance sheetsstatements, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with required by GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPSEC regulatory rule or policy or applicable Law. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. Western has filed with the Commission all prospectuses, proxy statements and reports (aincluding all exhibits and schedules thereto and documents incorporated by reference therein) Prior which were required under the Securities Act or the Exchange Act to be filed with the Commission by Western since December 31, 1991, and will file all proxy statements and reports (including all exhibits and schedules thereto and documents incorporated by reference therein) required to be filed after the date hereof and prior to the Effective TimeTime (collectively, ITI will furnish Lil Marc the "Western SEC Documents"). As of their respective dates, the Western SEC Documents filed with the audited ITI balance sheets Commission prior to the date hereof complied in all material respects with all material requirements of the Securities Act or the Exchange Act, as at December 31, 2000 and December 31, 2001the case may be, and the Western SEC Documents to be filed with the Commission after the date hereof will so comply. Western has made available to BJ copies of all Western SEC Documents filed with the Commission prior to the date hereof and will deliver promptly to BJ after they are filed with the Commission all Western SEC Documents filed after the date hereof. None of the Western SEC Documents contained, or will contain, as of its date, any untrue statement of a material fact or omitted, or will omit, to state a material fact required to be stated therein or necessary to make the statements made, in light of the circumstances under which they were made, not misleading. The (i) audited fiscal year end consolidated balance sheets and related consolidated statements of income operations, stockholders' equity and retained earningscash flows, including the notes thereto, together with the reports thereon of Western's independent public accountants, and (ii) unaudited interim consolidated balance sheets and the related unaudited interim consolidated statements of operations, stockholders' equity and cash flows, which are, or will be, included in Western SEC Documents or incorporated by reference therein, present, or will present, in accordance with the books and records of Western and its subsidiaries, fairly the financial position, results of income, cash flows and statements financial position of stockholders equity of ITI for each Western and its subsidiaries as of the two fiscal years ended December 31dates and for the periods indicated and are, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced or will be, in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance conformity with United States generally accepted accounting principals ("GAAP") and shall be principles, except, in compliance with Regulation S-Xthe case of interim financial statements, as promulgated under the Securities Act. (b) In each case, except for the absence lack of full explanatory footnote disclosures and schedules required in accordance with GAAPby generally accepted accounting principles, and subject to normal year end audit adjustments adjustments. Western's consolidated balance sheet at September 30, 1994 included in the Western SEC Documents is hereinafter called the "Latest Western Balance Sheet." There is no liability or obligation of any kind, whether accrued, absolute, fixed or contingent, of Western or any subsidiary of Western required by generally accepted accounting principles to be reflected or reserved against or otherwise disclosed in the Latest Western Balance Sheet which are is not so reflected or reserved against of which the executive officers of Western have knowledge, that individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheetsis reasonably likely to have a Western Material Adverse Effect, except as for normal year-end adjustments and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth other adjustments described in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsLatest Western Balance Sheet.

Reports and Financial Statements. (a) Prior Since January 1, 2013, Parent has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Effective Timereporting requirements of NASDAQ and the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, ITI will furnish Lil Marc notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “Parent SEC Documents”). As of their respective dates, the Parent SEC Documents complied in all material respects with the audited ITI balance sheets as at December 31, 2000 requirements of the Exchange Act and December 31, 2001the rules and regulations of the SEC promulgated thereunder applicable to the Parent SEC Documents, and none of the related Parent SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of income Parent included in the Parent SEC Documents (the “Parent Financial Statements”) complied as to form in all material respects with applicable accounting requirements and retained earnings, statements of cash flows the published rules and statements of stockholders equity of ITI for each regulations of the two fiscal years ended December 31, 2001 (SEC with respect thereto as in effect as of the "Audited Financial Statements")time of filing. Such Audited Financial Statements shall financial statements have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals principles, consistently applied, during the periods involved ("GAAP"except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and shall fairly present in all material respects the financial position of Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). Parent is not currently contemplating to amend or restate any of the Parent Financial Statements (including without limitation, any notes or any letter of the independent accountants of Parent with respect thereto) included in the Parent SEC Documents, nor is Parent currently aware of facts or circumstances which would require Parent to amend or restate any of the Parent Financial Statements, in each case, in order for any of the Parent Financials Statements to be in compliance with Regulation S-X, as promulgated under GAAP and the Securities Actrules and regulations of the SEC. Parent has not been informed by its independent accountants that they recommend that Parent amend or restate any of the Parent Financial Statements or that there is any need for Parent to amend or restate any of the Parent Financial Statements. (b) In each case, except for Parent is in compliance with all applicable requirements of the absence ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which 2002 that are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) effective as of the date hereof, and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof. (c) Each of Parent and its Subsidiaries maintains internal control over financial reporting (as such balance sheets, except as term is defined in Rule 13a-15(f) under the Exchange Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, and all assets reflected therein including that (i) transactions are properly reported and present fairly the value of the assets of ITI executed in accordance with GAAP, management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability; (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization; and (iv) the statements of income, stockholders' equity, recorded accountability for assets and changes liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Parent maintains disclosure controls and procedures (as such term is defined in financial condition shall reflect fairly Rule 13a-15(e) under the Exchange Act) that are effective in ensuring that information required to be set forth therein disclosed by GAAP. (c) Except as set forth Parent in the Audited Financial Statements 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, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by Parent in the knowledge of ITIreports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s management, ITI including its principal executive officer or officers and its subsidiaries have no material liabilities principal financial officer or obligations of any nature (whether assertedofficers, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, dueas appropriate, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsallow timely decisions regarding required disclosure.

Reports and Financial Statements. (a) Prior Parent has filed or furnished all forms, statements, certifications, documents and reports required to be filed or furnished by it with the SEC since January 1, 2021 (as amended and supplemented from time to time, the “Parent SEC Documents”), each of which, in each case as of its date, or, if amended, as finally amended prior to the Effective Timedate of this Agreement, ITI will furnish Lil Marc complied as to form in all material respects with the audited ITI balance sheets applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as at December 31, 2000 and December 31, 2001the case may be, and the related statements of income applicable rules and retained earningsregulations promulgated thereunder, statements of cash flows and statements of stockholders equity of ITI for each as of the two fiscal years ended December 31date filed with the SEC, 2001 (and none of the "Audited Financial Statements")Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accountingAs of the date of this Agreement, shall be prepared in accordance there are no outstanding or unresolved comments received from the SEC with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-Xrespect to any of the Parent SEC Documents, as promulgated under and, to the Securities ActKnowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of Parent and its Subsidiaries included in the Parent SEC Documents (if amended, except as of the date of the last such amendment) fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures and schedules required in accordance with GAAPthe unaudited statements, and year to normal year-end audit adjustments which and to any other adjustments described therein, including the notes thereto, and except that the unaudited statements may not contain footnotes and are not individually subject to normal year-end adjustments), were prepared in all material respects in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the aggregate material notes thereto). None of the Subsidiaries of Parent is required to file periodic reports with the SEC. (ic) With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q and each amendment of any such report included in the Audited Financial Statements shall be prepared Parent SEC Documents filed since January 1, 2021, the principal executive officer and principal financial officer of Parent (or each former principal executive officer and each former principal financial officer of Parent) have made all certifications required by management of ITIthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC, (ii) and the Audited Financial Statements shall present fairly statements contained in any such certifications are complete and correct as of their respective dates (except for such certifications contained in a Parent SEC Document that was subsequently amended). (d) Since January 1, 2021, there has been no change in Parent’s accounting policies or the assets, liabilities, stockholders' equity and the methods of making accounting estimates or changes in estimates that are material to Parent’s financial condition of ITI, (iii) as of the date of such balance sheets, statements except as and to described in the extent reflected Parent SEC Documents or reserved against therein, ITI did not have except as may be required by any liabilities or obligations (absolute or contingent) which should be regulatory authority. The reserves reflected in a balance sheet or the notes thereto, prepared Parent’s financial statements are in accordance with GAAP, GAAP and all assets reflected therein are properly reported and present fairly the value of the assets of ITI have been calculated in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPa consistent manner. (ce) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. Except as set forth permitted by the Exchange Act, including Sections 13(k)(2) and 13(k)(3) thereunder, or the rules and regulations promulgated by the SEC, since January 1, 2021, neither Parent nor any of its Affiliates has made, arranged or modified (in any material way) any extensions of credit in the Audited Financial Statements and form of a personal loan to any executive officer or director of Parent. (f) No bankruptcy, insolvency, winding up, or similar proceedings have occurred or are pending or, to the knowledge Knowledge of ITIParent, ITI and threatened against Parent or any of its subsidiaries have no material liabilities Subsidiaries or obligations Parent’s or any of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, its Subsidiaries’ properties or otherwise)assets, and there is no factbasis therefor. Each of Parent’s and its Subsidiaries is, condition or circumstance which could reasonably and will be expected as of immediately prior to result the Closing, financially solvent in such liabilities or obligationsaccordance with GAAP.

Reports and Financial Statements. (a) Prior Parent has filed all forms, documents and reports required to be filed prior to the date hereof by it with the SEC since December 31, 2002 (the “Parent SEC Documents”). As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective TimeTime (the “Subsequent Parent SEC Documents”) will comply in all material respects, ITI will furnish Lil Marc with the audited ITI balance sheets requirements of the Securities Act and the Exchange Act, as at December 31, 2000 and December 31, 2001the case may be, and the related applicable rules and regulations promulgated thereunder, and none of Parent SEC Documents contained, and the Subsequent Parent SEC Documents will not contain, any untrue statement of a material fact or omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements of income and retained earningstherein, statements of cash flows and statements of stockholders equity of ITI for each in light of the two fiscal years ended December 31circumstances under which they were made, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accountingor are to be made, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Actnot misleading. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of Parent included in Parent SEC Documents fairly present in all material respects, except and included in the Subsequent Parent SEC Documents will fairly present in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures and schedules required in accordance with GAAPthe unaudited statements, and year to normal year-end audit adjustments which are not individually and to any other adjustments described therein including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the aggregate material (i) notes thereto). Since December 31, 2002, Parent has not made any change in the Audited Financial Statements shall be prepared by management accounting practices or policies applied in the preparation of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the its financial condition of ITI, (iii) as of the date of such balance sheetsstatements, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with required by GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPSEC rule or policy or applicable Law. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior Since January 1, 2015, or the date of organization or acquisition if later, each NCC Company has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) the Effective TimeSEC, ITI will furnish Lil Marc with the audited ITI balance sheets as at December 31including, 2000 but not limited to, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and December 31proxy statements, 2001(ii) other Regulatory Authorities, and the related statements (iii) any applicable state securities or banking authorities. As of income and retained earningstheir respective dates, statements of cash flows and statements of stockholders equity of ITI for each of such reports and documents, including the two fiscal years ended December 31, 2001 (the "Audited NCC Financial Statements"), exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including, without limitation, the Securities Laws. Such Audited As of its respective date, each such report and document did not 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 made therein, in light of the circumstances under which they were made, not misleading. The NCC Financial Statements shall have been reviewed by an independent auditor experienced included in Securities such reports (as of the dates thereof and Exchange Commission for the periods covered thereby) ("SEC"A) accountingare, shall be prepared or if dated after the date of this Agreement, will be, in accordance with United States generally accepted the books and records of the NCC Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (B) present, or will present, fairly in all material respects the consolidated financial position of the NCC Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the NCC Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, LLC is a registered public accounting principals ("GAAP") firm and shall be in compliance throughout the periods covered by the financial statements filed with the SEC by NCC has been “independent” with respect to NCC within the meaning of Regulation S-X, as promulgated X under the Securities 1934 Act. (b) In each case, except NCC maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the ▇▇▇▇ ▇▇▇) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for the absence of full footnote disclosures and schedules required external purposes in accordance with GAAP. Since December 31, and year end audit adjustments which are 2017, there has not individually or been any material change in the aggregate material (i) the Audited Financial Statements shall be prepared internal controls utilized by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the NCC to provide reasonable assurance that its consolidated financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance statements conform with GAAP, . NCC maintains disclosure controls and all assets reflected therein are properly reported procedures (as defined by Rules 13a-15(e) and present fairly 15d-15(e) under the value of the assets of ITI in accordance with GAAP, and (iv▇▇▇▇ ▇▇▇) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the to ensure that material information required to be set forth therein disclosed by GAAPNCC in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to NCC’s management as appropriate to allow timely decisions regarding required disclosures and to allow NCC’s management to make the certifications of the principal executive officer and principal financial officer of NCC required under the 1934 Act. (c) Except Each of the principal executive officer and the principal financial officer of NCC (or each former principal executive officer and each former principal financial officer of NCC, as set forth in applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Audited Financial Statements 1934 Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the knowledge reports of ITINCC filed with the SEC, ITI and its subsidiaries have no the statements contained in such certifications are true and accurate in all material liabilities respects. No NCC Company has outstanding (or obligations has arranged or modified since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of any nature (whether assertedNCC Company, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become dueother than loans or extensions of credit permitted by, or otherwise)excluded from the prohibition of, and there Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. NCC is no factotherwise in compliance with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, condition or circumstance which could except for any non-compliance that would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (d) No NCC Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among NCC and any other NCC 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 arrangement”), where the result, purpose or intended effect of such liabilities contract or obligationsarrangement is to avoid disclosure of any material transaction involving, or material Liabilities of, NCC or any NCC Company in NCC’s or such other NCC Company’s financial statements.

Reports and Financial Statements. (a) Prior The Company has filed or furnished all forms, documents and reports required to the Effective Time, ITI will furnish Lil Marc be filed or furnished by it with the audited ITI balance sheets SEC on a timely basis (or if not timely, the Company provided notice as at December 31to when it expected to file or furnish its reports with the SEC) since January 1, 2000 and December 312017 (together with any documents so filed or furnished during such period on a voluntary basis, 2001in each case as may have been amended, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each “Company SEC Documents”). Each of the two fiscal years ended December 31Company SEC Documents, 2001 (including all Company SEC Documents filed or furnished after the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accountingdate hereof, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-Xcomplied or, if not yet filed, will comply, as promulgated under to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date filed or furnished with the SEC, none of the Company SEC Documents, including all Company SEC Documents filed or furnished after the date hereof, contained or, if not yet filed, will contain any untrue statement of a material fact or omitted, or if not yet filed, will omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents, and including all Company SEC Documents filed after the date hereof, fairly presented, or if not yet filed, will fairly present, in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as of the respective dates thereof, and the consolidated results of their operations, their consolidated cash flows and changes in stockholders’ equity for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end or quarterly adjustments and to any other adjustments described therein, including the notes thereto) and were prepared, or if not yet filed, will be prepared, in all material respects in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) (except, in the case of the unaudited financial statements, as permitted by the SEC) applied on a consistent basis during the periods referred to therein (except as may be indicated therein or in the notes thereto). The Company has been at all times and is currently in compliance with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations of NASDAQ, except for the absence of full footnote disclosures and schedules required in accordance with GAAPany such noncompliance that would not, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITIaggregate, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in constitute a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPMaterial Adverse Effect. (c) Except as set forth in As of the Audited Financial Statements and to date hereof, neither the knowledge Company nor any of ITIits Subsidiaries is a party to, ITI and its subsidiaries have no material liabilities or obligations of has any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, commitment to become duea party to, or otherwiseany “off balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior Parent has timely filed all required reports, schedules, forms, statements and other documents required to the Effective Time, ITI will furnish Lil Marc be filed by it with the audited ITI balance sheets as at December 31SEC since June 30, 2000 1995 (collectively, including all exhibits, financial statements and December 31schedules thereto, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial StatementsPARENT SEC REPORTS"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("No Subsidiary of Parent is required to file any form, report or other document with the SEC") accounting. None of the Parent SEC Reports, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (b) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates (and, if amended or superseded by a filing prior to the assetsdate of this Agreement or, liabilitiessolely with respect to Parent SEC Reports filed after the date hereof, stockholders' equity and prior to the Closing Date, then on the date of such filing), contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial condition statements (including the related notes) included in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of ITIthe SEC with respect thereto and presents fairly the consolidated financial position and consolidated results of operations and cash flows of Parent and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with U.S. GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments that have not been and are not expected to be material in amount. All of such Parent SEC Reports, as of their respective dates (iii) and as of the date of such balance sheets, except as and any amendment to the extent reflected or reserved against thereinrespective Parent SEC Report), ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected complied as to form in a balance sheet or all material respects with the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value applicable requirements of the assets of ITI in accordance with GAAP, Securities Act and (iv) the statements of income, stockholders' equity, Exchange Act and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPrules and regulations promulgated thereunder. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (ai) Prior Dura has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to the Effective Time, ITI will furnish Lil Marc be filed by it with the audited ITI balance sheets as at December 31SEC since January 1, 2000 and December 311998 (collectively, 2001including all exhibits thereto, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial StatementsDURA SEC REPORTS"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("No Subsidiary of Dura is required to file any form, report, registration statement or prospectus or other document with the SEC") accounting. None of the Dura SEC Reports, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (b) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates (and, if amended or superseded by a filing prior to the assetsdate of this Agreement or the Closing Date, liabilitiesthen on the date of the last such amendment), stockholders' equity and contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial condition statements (including the related notes) included in the Dura SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of ITIoperations and cash flows of Dura and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal and recurring year-end adjustments that have not been and are not expected to be material in amount. All of such Dura SEC Reports, as of their respective dates (iii) and as of the date of such balance sheets, except as and any amendment to the extent reflected or reserved against thereinrespective Dura SEC Report), ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected complied as to form in a balance sheet or all material respects with the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value applicable requirements of the assets of ITI in accordance with GAAP, Securities Act and (iv) the statements of income, stockholders' equity, Exchange Act and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPrules and regulations promulgated thereunder. (cii) Except as Since December 31, 1999, Dura and its Subsidiaries have not incurred any liabilities, whether absolute, accrued, unmatured, contingent or otherwise, and neither Dura nor any of its Subsidiaries has any such liabilities except, in each case for (A) liabilities set forth in the Audited Financial Statements and most recent audited balance sheet included in the Dura SEC Reports filed by Dura with the SEC prior to the knowledge date of ITI, ITI this Agreement and its subsidiaries (B) liabilities incurred in the ordinary course of business consistent with past practice which liabilities have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), not had and there is no fact, condition or circumstance which could would not reasonably be expected to result have, individually or in such liabilities or obligationsthe aggregate, a Material Adverse Effect on Dura.

Reports and Financial Statements. (a) Prior The Company and each of its Subsidiaries have timely filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC since January 1, 2022 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents filed or furnished prior to the date hereof complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be and none of the Company SEC Documents filed or furnished prior to the date hereof contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) As of the date hereof, there are no outstanding or unresolved comments received by the Company from the SEC staff with respect to any of the Company SEC Documents, and, to the knowledge of the Company, none of the Company SEC Documents are subject to ongoing SEC review. (c) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at December 31the respective dates thereof (if amended, 2000 and December 31, 2001as of the date of the last such amendment), and the related statements consolidated results of income their operations and retained earnings, statements of their consolidated cash flows and statements of stockholders equity of ITI for each the respective periods then ended (subject, in the case of the two fiscal years ended December 31unaudited statements, 2001 (to normal year-end audit adjustments, the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced absence of footnotes, and to any other adjustments described therein, including the notes thereto) in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance conformity with United States generally accepted accounting principals principles ("“GAAP"”) and shall be (except, in compliance with Regulation S-Xthe case of the unaudited statements, as promulgated under permitted by the Securities Act. SEC) applied on a consistent basis during the periods involved (b) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually as may be indicated therein or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP). (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a1) Prior WAXS has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it under the Effective Time, ITI will furnish Lil Marc federal securities laws with the audited ITI balance sheets SEC since January 1, 1998 (collectively, including all exhibits thereto, the "WAXS SEC REPORTS"). No Subsidiary of WAXS, including, without limitation Merger Sub, is required to file any form, report, registration statement, prospectus or other document with the SEC not otherwise filed with a WAXS SEC Report. As of the respective times such documents were filed or, as at December 31applicable, 2000 became effective, or as subsequently amended, the WAXS SEC Reports complied as to form and December 31content, 2001in all material respects, with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder and, taken as a whole, the WAXS SEC Reports do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related statements notes) included in the WAXS SEC Reports (or, if amended or superseded by a filing prior to the date of income this Agreement, then on the date of such filing) presents fairly, in all material respects, the consolidated financial position and retained earnings, statements consolidated results of operations and cash flows of WAXS and statements of stockholders equity of ITI for each its Subsidiaries as of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (b) In each case, except respective dates or for the absence of full footnote disclosures and schedules required respective periods set forth therein all in accordance conformity with GAAPGAAP consistently applied during the periods involved except as otherwise noted therein, and year subject, in the case of the unaudited interim financial statements, to normal and recurring year-end audit adjustments which that have not been and are not individually or expected to be material in the aggregate material (i) the Audited Financial Statements shall be prepared by management amount. All of ITIsuch WAXS SEC Reports, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) or as of the date of such balance sheets, except as and any amendment to the extent reflected respective WAXS SEC Report filed prior to the date of this Agreement), complied or reserved against thereinwill comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (2) Since December 31, ITI did 1998, WAXS and its Subsidiaries have not have incurred any liabilities or obligations (absolute or contingent) which should that are of a nature that would be reflected in required to be disclosed on a balance sheet of WAXS and its Subsidiaries or the notes thereto, footnotes thereto prepared in accordance conformity with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and other than (ivA) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth liabilities incurred in the Audited Financial Statements and to the knowledge ordinary course of ITI, ITI and its subsidiaries business or (B) liabilities that would not have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsa Material Adverse Effect on WAXS.

Reports and Financial Statements. (a) Prior The Company has filed all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "Company SEC Reports"). The Company has previously furnished to Parent and Liberty true and complete copies of all the Company SEC Reports filed prior to the Effective Timedate hereof. None of the Company SEC Reports, ITI will furnish Lil Marc with as of their respective dates, contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the audited ITI statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries and Teligent as at December 31, 2000 and December 31, 2001of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of income operations and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each the changes in financial position of the two fiscal years ended December 31Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, 2001 (all in conformity with GAAP consistently applied during the "Audited Financial Statements")periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-XAll of the Company SEC Reports, as promulgated under of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities ActAct and the applicable rules and regulations thereunder. (b) In each caseThe Company has previously furnished to Parent and Liberty a true and complete copy of Teligent's Annual Report on Form 10-K for Teligent's fiscal year ended December 31, except 1998 (as filed by Teligent with the Commission and disregarding any subsequent amendments thereto filed after the date hereof, the "Teligent 10-K") and Teligent's Report on Form 10-Q for Teligent's fiscal quarter ended March 31, 1999 (as filed by Teligent with the absence Commission and disregarding any subsequent amendments thereto filed after the date hereof and together with the Teligent 10-K, the "Teligent SEC Reports"). To the best knowledge of full footnote disclosures and schedules required in accordance with GAAPthe Company, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITITeligent SEC Reports, (ii) the Audited Financial Statements shall present fairly as of their respective dates dates, did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the assetsstatements therein, liabilitiesin light of the circumstances under which they were made, stockholders' equity not misleading. To the best knowledge of the Company, each of the consolidated balance sheets (including the related notes) included in the Teligent SEC Reports presents fairly, in all material respects, the consolidated financial position of Teligent and the financial condition of ITI, (iii) its Subsidiaries as of the date respective dates thereof, and the other related statements (including the related notes) included in the Teligent SEC Reports present fairly, in all material respects, the results of such balance sheetsoperations and the changes in financial position of Teligent and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and to subject, in the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value case of the assets unaudited interim financial statements, to normal year-end adjustments. To the best knowledge of ITI the Company, the Teligent SEC Reports, as of their respective dates, complied as to form in accordance all material respects with GAAP, requirements of the Exchange Act and (iv) the statements of income, stockholders' equity, applicable rules and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPregulations thereunder. (c) Except as set forth The Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the Audited Financial Statements aggregate, subject or would subject any Licenses held by the Company to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect. (d) Neither the knowledge Company nor any of ITI, ITI and its subsidiaries have no material liabilities Subsidiaries has guaranteed or obligations otherwise agreed to become responsible for any Indebtedness of any nature other Person. (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, e) Neither the Company nor any Subsidiary of the Company has any obligation to become duecontribute any additional capital to, or otherwise)acquire any additional interest in, and there is no fact, condition Portatel or circumstance which could reasonably be expected to result in such liabilities or obligationsany of its Affiliates.

Reports and Financial Statements. (a) Prior to the Effective Time, ITI will furnish Lil Marc with the audited ITI balance sheets as at December 31, 2000 and December 31Since January 1, 2001, Fidelity and each Fidelity Subsidiary have filed all reports, registrations and statements, together with any required amendments thereto, that they were required to file with the related statements of income and retained earningsCommission under Sections 12(b), statements of cash flows and statements of stockholders equity of ITI for each 12(g), 13(a) or 14(a) of the two fiscal years ended December 31Exchange Act, 2001 including, but not limited to Forms 10-K, Forms 10-Q and proxy statements (the "Audited Financial StatementsFidelity Reports"). Such Audited Financial Statements shall Fidelity has previously furnished or will promptly furnish National City with true and complete copies of each of Fidelity's annual reports on Form 10-K for the years 2001 through 2005 and its quarterly report on Form 10-Q for March 31, 2006. As of their respective dates, the Fidelity Reports complied with the requirements of the Exchange Act and did not 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 circumstance under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Fidelity included in the Fidelity Reports have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States U.S. GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Fidelity and Fidelity Subsidiaries taken as a whole as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein. There exist no material liabilities of Fidelity and its consolidated Subsidiaries, contingent or otherwise of a type required to be disclosed in accordance with generally accepted accounting principals ("GAAP") and shall be practices, except as disclosed in compliance with Regulation S-X, as promulgated under the Securities ActFidelity Reports. (b) In each case, except Fidelity has previously furnished National City with true and complete copies of an unaudited income statement and balance sheet of Fidelity for the absence period of full footnote disclosures and schedules required in accordance with GAAPJanuary 1, and year end audit adjustments which are not individually or in 2006 through June 30, 2006 (the aggregate material "Fidelity Unaudited Interim Financial Information"). The Fidelity Unaudited Interim Financial Information (i) has been accurately derived from the Audited Financial Statements shall be prepared by management books and records of ITIFidelity, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assetspresents, liabilitiesin all material respects, stockholders' equity and the financial condition and the results of ITIoperations of Fidelity as of the respective dates and for the periods indicated, and (iii) were prepared on a basis consistent with the accounting principles and practices that Fidelity used to prepare its periodic income and financial statements for its quarterly report on Form 10-Q for March 31, 2006. Fidelity's reserve for possible loan losses as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth shown in the Audited Fidelity Unaudited Interim Financial Statements Information was adequate, within the meaning of U.S. GAAP and to safe and sound banking practices. Fidelity's reserve for possible loan losses as shown in the knowledge Fidelity Unaudited Interim Financial Information was adequate, within the meaning of ITI, ITI U.S. GAAP and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), safe and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationssound banking practices.

Reports and Financial Statements. (a) Prior Parent has filed all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC since January 1, 2023 (all such forms, reports, statements, certificates and other documents filed since January 1, 2023, with any amendments thereto, collectively, the “Parent Reports”), each of which, including any financial statements included therein, as finally amended prior to the Effective Timedate hereof, ITI will furnish Lil Marc complied as to form in all material respects with the audited ITI balance sheets applicable requirements of Securities Laws as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31date filed with the SEC. None of Parent’s Subsidiaries is required to file periodic reports with the SEC. None of the Parent Reports contained, 2001 (when filed with the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accountingSEC or, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-Xif amended, as promulgated under the Securities Act. (b) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheetsamendment, except as and any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the extent reflected Parent Reports. No executive officer of Parent has failed to make the certifications required of him or reserved against thereinher under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Parent Report filed or furnished by Parent with the SEC since January 1, ITI did not have any liabilities 2023. (b) The consolidated historical financial statements of Parent and its Subsidiaries included (or obligations incorporated by reference) in the Parent Reports (absolute including the related notes, where applicable) fairly present, in all material respects, the results of the consolidated operations, comprehensive income (loss), stockholders’ equity and cash flows and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or contingentas of the respective dates set forth therein (subject, in the case of the unaudited statements, to normal year-end audit adjustments). Such consolidated financial statements (including the related notes) which should be reflected complied, as of the date of filing, in a balance sheet or all material respects, with applicable accounting requirements and with the notes thereto, published rules and regulations of the SEC with respect thereto and each of such financial statements (including the related notes) was prepared in accordance with U.S. GAAP, and all assets reflected therein are properly reported and present fairly consistently applied during the value periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by the assets of ITI in accordance with GAAP, and (iv) rules related to Quarterly Reports on Form 10-Q promulgated under the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPExchange Act. (c) Except Management of Parent (i) has implemented and maintains disclosure controls and procedures (as set forth defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within those entities and (ii) has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to Parent’s outside auditors and the audit committee of the Board of Directors of Parent (x) any significant deficiencies and material weaknesses in the Audited Financial Statements design or operation of Parent’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (y) any fraud, known to Parent, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. To the Knowledge of Parent, no events, facts or circumstances have arisen or become known since December 31, 2023 of the type referred to in clauses (ii)(x) or (ii)(y) of the immediately preceding sentence. (d) Since January 1, 2023, Parent has not received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or its respective internal accounting controls, including any credible complaint, allegation, assertion or claim that Parent has engaged in questionable accounting or auditing practices. (e) As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the knowledge Parent Reports. As of ITIthe date hereof, ITI and its subsidiaries have no material liabilities or obligations none of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, duethe Parent Reports is, to become duethe Knowledge of Parent, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsthe subject of ongoing SEC review.

Reports and Financial Statements. (a) Prior to Within [ORIGINAL TEXT REDACTED] of the Effective Timeend of each month, ITI will the Partnership shall furnish Lil Marc the Partners with copies of (i) the balance sheet of the Partnership as at the end of such month and the prior month, together with the audited ITI balance sheets sheet as at December 31the end of the preceding Fiscal Year of the Partnership, 2000 (ii) a statement of GAAP Income or GAAP Loss for the month then ended and December 31, 2001for the portion of the Fiscal Year of the Partnership then elapsed, and setting forth in comparative form the related statements budgeted figures for the month then ended and the portion of income the Fiscal Year of the Partnership then elapsed and retained earningsthe actual figures for the same month of the previous Fiscal Year and the same portion of the previous Fiscal Year of the Partnership, statements and (iii) a statement of cash flows for the month then ended and statements of stockholders equity of ITI for each the portion of the two fiscal years Fiscal Year of the Partnership then elapsed and setting forth in comparative form the budgeted figures for the month then ended December 31and the portion of the Fiscal Year of the Partnership then elapsed and the actual figures for the same month of the previous Fiscal Year and the same portion of the previous Fiscal Year of the Partnership, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced all in Securities reasonable detail and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals GAAP ("GAAP") except for the absence of footnotes thereto), and shall be in compliance with Regulation S-X, as promulgated under the Securities Actsubject to normal and recurring year end adjustments. (b) In Within [ORIGINAL TEXT REDACTED] of the end of each caseFiscal Year, except the Partnership shall furnish the Partners with copies of the balance sheet of the Partnership as at the end of such Fiscal Year, and a statement of GAAP Income or GAAP Loss and a statement of cash flows, in each case for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as Fiscal Year of the date of such balance sheetsPartnership then ended, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected all in a balance sheet or the notes theretoreasonable detail, prepared in accordance with GAAPGAAP and setting forth in each case in comparative form the figures for the previous two Fiscal Years, and all assets reflected therein are properly reported and present fairly audited by the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPPartnership's independent accounting firm. (c) Except as set forth in the Audited Financial Statements and Prior to the knowledge beginning of ITIeach Fiscal Year of the Partnership, ITI the General Partner shall develop a statement of monthly cash flow projections for the Partnership for the upcoming Fiscal Year, prepared in good faith and its subsidiaries have no material liabilities or obligations based upon what the Partnership believes in good faith at such time to be reasonable assumptions. (d) The Partnership shall deliver to each Partner copies of any nature (whether assertedmanagement reports, unasserteddocumentation of material financial transactions, accruedprojections, unaccruedoperating reports, absoluteacquisition analyses, fixedpresentations to banks, contingentfinancial institutions or potential investors, liquidatedconsultants' reports and such other similar financial information as the Partners may reasonably request, unliquidated, due, to become due, or otherwise), as soon as practicable after such reports and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsother financial information becomes available.

Reports and Financial Statements. (a) Prior The Company, the Company Subsidiaries and any predecessor entities thereto have filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by them with or to the Effective TimeSEC since the Applicable Date (the forms, ITI will certifications, statements, reports and documents filed with or furnished to the SEC since the Applicable Date, and prior or subsequent to the date of this Agreement, together with any exhibits and schedules thereto and any information incorporated by reference therein, in each case as amended since the date of their filing and prior to the date hereof, collectively, the “Company SEC Documents”). No Subsidiary of the Company is required to file or furnish Lil Marc any report, schedule, form, statement, prospectus, registration statement or other document with the audited ITI balance sheets as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each SEC. Each of the two fiscal years ended December 31Company SEC Documents, 2001 (at the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced time of its filing or being furnished, complied or, if not yet filed or furnished, will at the time of being filed or furnished comply, in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (b) In each case, except for in all material respects, with the absence applicable requirements of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as SEC. As of their respective dates (or, if amended prior to the assetsdate of this Agreement, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheetsamendment), the Company SEC Documents did not, and each Company SEC Document filed with or furnished to the SEC subsequent to the date of this Agreement will not, 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 made therein, in light of the circumstances in which they were made, not misleading. As of the date of this Agreement, (i) to the knowledge of the Company, there are no outstanding or unresolved comments in any comment letters received by the Company from the SEC and (ii) to the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review, inquiry or investigation. (b) Each of the audited and unaudited annual and quarterly consolidated financial statements included in or incorporated by reference into the Company SEC Documents (including the related notes and schedules) fairly presents or, in the case of the Company SEC Documents filed after the date of this Agreement, will fairly present, in each case, in all material respects, in conformity with GAAP or IFRS, as applicable, applied on a consistent basis (except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should may be reflected indicated in a balance sheet or the notes thereto), prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value consolidated financial position of the assets Company and the Company Subsidiaries, as of ITI in accordance with GAAPthe dates thereof and their consolidated results of operations, and (iv) the statements of income, stockholders' equity, and changes in shareholders’ equity and cash flows for the periods then ended (subject to, in the case of any unaudited financial condition shall reflect fairly statements, to the information required absence of notes and to normal and recurring year-end audit adjustments that are not and will not be set forth therein by GAAPmaterial in amount or effect). (c) Except as set forth Since the Applicable Date, the Company has complied in all material respects with the Audited Financial Statements and to NYSE requirements. (d) The Company has complied in all material respects with the knowledge requirements of ITI, ITI and its subsidiaries have no material liabilities or obligations Part 16 of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsthe Companies Law.

Reports and Financial Statements. (a) Prior The filings required to the Effective Time, ITI will furnish Lil Marc with the audited ITI balance sheets as at be made by URI and its subsidiaries since December 31, 2000 1997 under the Securities Act and the Exchange Act have been filed with the SEC, including all forms, statements, reports, agreements, documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects, with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. URI has made available to USR a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed with the SEC by URI and its subsidiaries pursuant to the requirements of the Securities Act or Exchange Act since December 31, 20011997, and including all amendments thereto (as such documents have since the related statements time of income and retained earningstheir filing been amended, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial StatementsURI SEC Reports"). Such Audited Financial Statements shall As of their respective dates, the URI SEC Reports did not 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 circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of URI and its subsidiaries included in the URI SEC Reports have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals GAAP ("GAAP") and shall except as may be in compliance with Regulation S-X, as promulgated under the Securities Act. (b) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually indicated therein or in the aggregate material (inotes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the Audited Financial Statements shall be prepared by management financial position of ITI, (ii) URI and its subsidiaries as of the Audited Financial Statements shall present fairly as dates thereof and the results of their respective dates operations, cash flows and change in financial position for the assetsperiods then ended, liabilitiessubject, stockholders' equity and in the financial condition of ITI, (iii) as case of the date of such balance sheetsunaudited interim financial statements, to normal, recurring audit adjustments. Since December 31, 1997, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth in the Audited Financial Statements URI SEC Reports, there has not been any change, or any application or request for any change, by URI or any of its subsidiaries in accounting principles, methods or policies for financial accounting or tax purposes. True, accurate and complete copies of the certificate of incorporation and by-laws of URI, as in effect on the date hereof, are included in the URI SEC Reports. URI has heretofore made available to USR a complete and correct copy of any material amendments or modifications, which have not yet been filed with the SEC, to agreements and other documents which had previously been filed by URI with the SEC pursuant to the knowledge of ITI, ITI and its subsidiaries have no material liabilities Securities Act or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsthe Exchange Act.

Reports and Financial Statements. (aA) Prior IHS has timely filed all reports required to the Effective Time, ITI will furnish Lil Marc be filed with the audited ITI balance sheets as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission (the "SEC") accountingpursuant to and in accordance with the Securities Exchange Act of 1934, shall as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act") and the applicable rules of the NYSE, since January 1, 1995 (collectively, as heretofore amended, the "IHS SEC Reports"), and has previously furnished to Rotech true and complete copies of all such IHS SEC Reports. None of such reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Each of the balance sheets (including the related notes) included in the IHS SEC Reports fairly presents the consolidated financial position of IHS and the IHS Subsidiaries as of the respective dates thereof, and the other related consolidated financial statements (including the related notes) included therein fairly present the results of operations and cash flows of IHS and the IHS Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP except as otherwise noted therein. (B) Each of the balance sheets included in the "IHS Quarterly Financial Statements" (as defined in Section 7.9) fairly presents or will present, as the case may be, the consolidated financial position of IHS and the IHS Subsidiaries as of the respective dates thereof, and the other related consolidated financial statements included therein fairly present or will present, as the case may be, the consolidated results of operations and cash flows of IHS and the IHS Subsidiaries, taken as a whole, for the periods reflected therein. The balance sheets and statements of income included in the IHS Quarterly Financial Statements have been prepared in accordance with United States generally accepted accounting principals GAAP except for the notes thereto ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Actif any). (bC) In each case, except for There are no material liabilities of IHS and the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments IHS Subsidiaries on a consolidated basis which are not individually reserved against or disclosed in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly balance sheet dated as of their respective dates March 31, 1997, included in the assetsIHS SEC Reports (the "IHS Balance Sheet"), liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected thereof whether or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein they are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by so reserved or disclosed under GAAP. (cD) Except as set forth The consolidated financial statements included in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no IHS SEC Reports do not reflect any material liabilities non-recurring or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsextraordinary income not identified therein.

Reports and Financial Statements. (ai) Prior AHP has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to the Effective Time, ITI will furnish Lil Marc be filed by it with the audited ITI balance sheets as at December 31SEC since January 1, 2000 and December 311998 (collectively, 2001including all exhibits thereto, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial StatementsAHP SEC Reports"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("No Subsidiary of AHP is required to file any form, report, registration statement, prospectus or other document with the SEC") accounting. None of the AHP SEC Reports, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (b) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates (and, if amended or superseded by a filing prior to the assetsdate of this Agreement or the Closing Date, liabilitiesthen on the date of such filing), stockholders' equity and contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial condition statements (including the related notes) included in the AHP SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of ITIoperations and cash flows of AHP and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. All of such AHP SEC Reports, as of their respective dates (iii) and as of the date of such balance sheets, except as and any amendment to the extent reflected or reserved against thereinrespective AHP SEC Report), ITI did complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Except as disclosed in the AHP SEC Reports filed prior to the date hereof, since December 31, 1998, AHP and its Subsidiaries have not have incurred any liabilities or obligations (absolute or contingent) which should that are of a nature that would be reflected in required to be disclosed on a balance sheet of AHP and its Subsidiaries or the notes thereto, footnotes thereto prepared in accordance conformity with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and other than (ivA) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth liabilities incurred in the Audited Financial Statements and to ordinary course of business or (B) liabilities that, in the knowledge of ITIaggregate, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could would not reasonably be expected to result in such liabilities or obligationshave a Material Adverse Effect on AHP.

Reports and Financial Statements. (a) Prior to the Effective Time, ITI will furnish Lil Marc BJ has filed with the audited ITI balance sheets as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission (the "SECCommission") accountingall prospectuses, shall proxy statements and reports (including all exhibits and schedules thereto and documents incorporated by reference therein) which were required under the Securities Act or the Exchange Act to be prepared filed with the Commission by BJ since December 31, 1991, and will file all proxy statements and reports (including all exhibits and schedules thereto and documents incorporated by reference therein) required to be filed after the date hereof and prior to the Effective Time (collectively, the "BJ SEC Documents"). As of their respective dates, the BJ SEC Documents filed with the Commission prior to the date hereof complied in all material respects with all material requirements of the Securities Act or the Exchange Act, as the case may be, and the BJ SEC Documents to be filed with the Commission after the date hereof will so comply. BJ has made available to Western copies of all BJ SEC Documents filed with the Commission prior to the date hereof and will deliver promptly to Western after they are filed with the Commission all BJ SEC Documents filed after the date hereof. None of the BJ SEC Documents contained, or will contain, as of its date, any untrue statement of a material fact or omitted or will omit, to state a material fact required to be stated therein or necessary to make the statements made, in light of the circumstances under which they were made, not misleading. The (i) audited fiscal year end consolidated statements of financial position and related consolidated statements of operations, stockholders' equity and cash flows, including the notes thereto, together with the reports thereon of BJ's independent public accountants, and (ii) unaudited interim consolidated statements of financial position and the related unaudited interim consolidated statements of operations, stockholders' equity and cash flows, which are, or will be, included in the BJ SEC Documents or incorporated by reference therein present, or will present, in accordance with United States the books and records of BJ and its subsidiaries, fairly the financial position, results of operations, cash flows and financial position of BJ and its subsidiaries as of the dates and for the periods indicated and are, or will be, in conformity with generally accepted accounting principals ("GAAP") and shall be principles, except, in compliance with Regulation S-Xthe case of interim financial statements, as promulgated under the Securities Act. (b) In each case, except for the absence lack of full explanatory footnote disclosures and schedules required in accordance with GAAPby generally accepted accounting principles, and subject to normal year end audit adjustments adjustments. BJ's consolidated balance sheet at June 30, 1994 included in the BJ SEC Documents is hereinafter called the "Latest BJ Balance Sheet." There is no liability or obligation of any kind, whether accrued, absolute, fixed or contingent, of BJ or any subsidiary of BJ required by generally accepted accounting principles to be reflected or reserved against or otherwise disclosed in the Latest BJ Balance Sheet which are is not so reflected or reserved against of which the executive officers of BJ have knowledge, that individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheetsis reasonably likely to have a BJ Material Adverse Effect, except as for normal year-end adjustments and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth other adjustments described in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsLatest BJ Balance Sheet.

Reports and Financial Statements. (a) Prior to the Effective TimeFor all reporting periods since January 1, ITI will furnish Lil Marc 2003, Dynegy and Dynegy Holdings Inc., a Delaware corporation (“DHI”), have timely filed (i) with the audited ITI balance sheets SEC all forms, reports, schedules, statements, definitive proxy statements and other documents (the “Dynegy Reports”) required to be filed by them under each of the Securities Act of 1933, as at December 31, 2000 and December 31, 2001amended, and the related respective rules and regulations thereunder (the “Securities Act”), and the Securities Exchange Act of 1934, as amended, and the respective rules and regulations thereunder (the “Exchange Act”), and (ii) with the SEC, and any other Governmental Authority with jurisdiction, all forms, reports, schedules, registrations, declarations, certifications and other filings (other than Tax Returns, for which representations and warranties are exclusively set forth in Section 4.12) required to be filed by them under all applicable Laws, all of which, as amended if applicable, complied, and with respect to Dynegy Reports filed after the date hereof, will comply, in all material respects with all applicable requirements of the appropriate act and the rules and regulations promulgated thereunder. As of their respective dates, the Dynegy Reports (including exhibits and all other information incorporated by reference thereto) did not, and with respect to Dynegy Reports filed after the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Dynegy Financial Statements or the equivalent financial statements of income DHI (including the notes thereto) included in the Dynegy Reports, when issued, complied, and retained earningswith respect to financial statements included in the Dynegy Reports filed after the date hereof, will comply, in all material respects with all applicable accounting requirements, and were, and with respect to financial statements included in the Dynegy Reports filed after the date hereof, will be, prepared from, and in accordance with, the books and records of the Dynegy Entities, which books and records have been maintained, and which financial statements will be prepared, in accordance with GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) as in effect on the respective dates thereof applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto) and presented fairly, or with respect to financial statements included in the Dynegy Reports filed after the date hereof, will present fairly, in all material respects the consolidated financial condition of Dynegy or DHI, as applicable, and its subsidiaries as of the dates thereof and the results of their operations, cash flows and changes in equity for the periods reported (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that are immaterial to Dynegy and its subsidiaries as a whole). Dynegy’s (i) restated consolidated balance sheets, statements of operations and statements of cash flows as of and statements for December 31, 2005, 2004, 2003, 2002 and 2001, (ii) restated consolidated statement of stockholders changes in stockholders’ equity of ITI for each of the two fiscal three years in the period ended December 31, 2001 2005 and (iii) consolidated balance sheets, statement of operations and statement of cash flows as of and for the "Audited six-month periods ended June 30, 2005 and June 30, 2006 are collectively referred to herein as the “Dynegy Financial Statements"”). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (b) In Except to the extent otherwise readily apparent from disclosure in the Dynegy annual report on Form 10-K for the fiscal year ended December 31, 2005 (the “2005 10-K-”) and any other Dynegy Reports filed with the SEC prior to the date hereof and after January 1, 2006 (excluding, in each case, except for any general disclosures set forth in any risk factor section, in any section relating to forward-looking statements and any other general disclosures included therein to the absence of full footnote disclosures and schedules required extent that they are cautionary, predictive or forward looking in accordance with GAAPnature) (such disclosures, and year end audit adjustments which are not individually or in the aggregate material “Applicable Dynegy Disclosures”), Dynegy’s management has (i) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Audited Financial Statements shall be prepared by Exchange Act) intended to ensure that material information relating to the Dynegy Entities is timely made known to the management of ITIDynegy by others within those entities, and (ii) the Audited Financial Statements shall present fairly as of their respective dates the assetshas disclosed, liabilitiesbased on its most recent required evaluation, stockholders' equity to Dynegy’s outside auditors and the financial condition of ITI, (iii) as audit committee of the date Dynegy Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which could adversely affect Dynegy’s ability to record, process, summarize and report financial information on a timely basis and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Dynegy’s internal control over financial reporting. A summary of any such balance sheets, except as disclosure made by management to Dynegy’s auditors and audit committee has been made available to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPContributors. (c) Except as set forth in the Audited Financial Statements and for DHI, none of Dynegy’s subsidiaries is, or has at any time since January 1, 2003 been, subject to the knowledge reporting requirements of ITISections 13(a) and 15(d) of the Exchange Act. (d) Dynegy is not and, ITI and its subsidiaries have no material liabilities or obligations of any nature at the Effective Time, will not be, an “ineligible issuer” as defined in Rule 405 under the Securities Act (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise“Rule 405”). Dynegy is, and there is no factimmediately after the Effective Time, condition or circumstance which could reasonably Newco will be expected to result a “Well-known seasoned issuer” as defined in such liabilities or obligationsRule 405.

Reports and Financial Statements. (a) Prior Since September 21, 2006, Porter Bancorp has timely filed all reports, registrations and statem▇▇▇▇, together with any required amendments thereto, that it was required to the Effective Time, ITI will furnish Lil Marc file with the audited ITI balance sheets as at December 31Commission under Sections 12(b), 2000 and December 3112(g), 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each 13(a) or 14(a) of the two fiscal years ended December 31Exchange Act, 2001 including, but not limited to Forms 10-K, Forms 10-Q and proxy statements (the "Audited Financial StatementsPorter Bancorp Reports"). Such Audited Financial Statements shall Porter Bancorp has previously furnished ▇▇ ▇▇▇l promptly furnish Com▇▇▇▇ ▇ith true and complete copies of Porter Bancorp's annual report on Form 10-K for the year 2006 and its ▇▇▇▇▇erly report on Form 10-Q for March 31, 2007. As of their respective dates, the Porter Bancorp Reports complied with the requirements of the Exchange ▇▇▇ ▇nd did not 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 circumstance under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Porter Bancorp included in the Porter Bancorp Reports have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared pre▇▇▇▇▇ in accordance with United States generally accepted accounting principals GAAP ap▇▇▇▇▇ on a consistent basis ("GAAP"except as may be indicated therein or in the notes thereto) and shall fairly present the consolidated financial position of Porter Bancorp and Porter Bancorp's Subsidiaries taken as a who▇▇ ▇▇ at the dates t▇▇▇▇▇▇ and the consolidated results of their operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein. There exist no material liabilities of Porter Bancorp and its consolidated Subsidiaries, contingent or oth▇▇▇▇▇▇ of a type required to be disclosed in compliance accordance with Regulation S-XGAAP, except as promulgated under disclosed in the Securities ActPorter Bancorp Reports. (b) In each caseNeither Porter Bancorp ▇▇▇ ▇ny of its Subsidiaries has any liability (whether ▇▇▇▇▇ed, absolute, contingent or otherwise) that is material to Porter Bancorp on a consolidated basis, or that, when combined ▇▇▇▇ ▇ll liabilities as to similar matters would be material to Porter Bancorp on a consolidated basis, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (a) as disclosed i) the Audited ▇ ▇▇▇ Porter Bancorp Financial Statements shall or (b) would not be prepared required ▇▇ ▇▇ publicly disclosed by management of ITI, (ii) Porter Bancorp pursuant to the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity Exchange Act and the financial condition of ITI, (iii) as of the date of such balance sheets, except as rules and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPregula▇▇▇▇▇ promulgated thereunder. (c) Except as set forth publicly disclosed in press releases issued by, and SEC filings made pursuant to the Exchange Act by, Porter Bancorp before the date of this Agreement, since December 31, ▇▇▇▇, there has not been any Material Adverse Effect in the Audited Financial Statements and business, operations, assets or financial condition of Porter Bancorp and, to the knowledge of ITIPorter Bancorp, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in fact o▇ ▇▇▇▇ition exists that Porter Bancorp b▇▇▇▇▇▇s will cause such liabilities or obligationsa Material Adverse Effect ▇▇▇▇▇▇ the Closing.

Reports and Financial Statements. (a) Prior The Company has filed all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC since January 1, 2003 (all such forms, reports, statements, certificates and other documents filed with or furnished to the Effective TimeSEC since January 1, ITI will furnish Lil Marc 2003, with any amendments thereto, collectively, the “Company SEC Reports”), each of which, including any financial statements or schedules included therein, as finally amended prior to the date hereof, has complied as to form in all material respects with the audited ITI balance sheets as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each applicable requirements of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities Act and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (b) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly Act as of their respective dates the assetsdate filed with the SEC. None of the Company’s Subsidiaries is required to file periodic reports with the SEC. None of the Company SEC Reports contained, liabilitieswhen filed with the SEC and, stockholders' equity and the financial condition of ITIif amended, (iii) as of the date of such balance sheetsamendment, except as and any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the extent reflected Company SEC Reports. To the knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or reserved against thereinoutstanding SEC investigation. Table of Contents (b) Each of the consolidated financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Reports (including the related notes and schedules, ITI did not have any liabilities where applicable) fairly present (subject, in the case of the unaudited statements, to normal year-end auditing adjustments, none of which are expected to be material in nature or obligations amount) the results of the consolidated operations and changes in shareholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Each of such consolidated financial statements (absolute or contingentincluding the related notes and schedules, where applicable) which should be reflected complied, as of the date of filing, in a balance sheet or all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto and each of such financial statements (including the related notes theretoand schedules, where applicable) were prepared in accordance with GAAPGAAP (except, in the case of unaudited statements, as permitted by the rules and all assets reflected therein are properly reported and present fairly the value regulations of the assets of ITI SEC) consistently applied during the periods involved, except in accordance with GAAP, and (iv) the each case as indicated in such statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth or in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsnotes thereto.

Reports and Financial Statements. (a) Prior Acquiror has made available to Company each registration statement, offering circular, report, definitive proxy statement or information statement filed, used or circulated by Acquiror under the Effective Time, ITI will furnish Lil Marc Securities Laws with the audited ITI balance sheets as at respect to periods since December 31, 2000 2004 through the date of this Agreement and December 31will promptly deliver each such Report, 2001each in the form (including exhibits and any amendments thereto) filed with the SEC (or if not so filed, and in the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"form used or circulated). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (b) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as As of their respective dates (and without giving effect to any amendments or modifications filed after the assetsdate of this Agreement), liabilitieseach of the Reports, stockholders' equity and including the financial statements, exhibits and schedules thereto, filed, used or circulated prior to the date hereof complied (and each of the Reports filed after the date of this Agreement, will comply) with applicable Securities Laws and did not (or in the case of Reports filed after the date of this Agreement, will not) 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 made therein, in light of the circumstances under which they were made, not misleading. (c) Each of Acquiror’s consolidated statements of condition or balance sheets included in or incorporated by reference into Acquiror’s Reports, including the related notes and schedules, fairly presented (or, in the case of ITIReports prepared after the date of this Agreement, (iiiwill fairly present) the consolidated financial position of Acquiror and its subsidiaries as of the date of such balance sheets, except as and to the extent reflected statement of condition or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value each of the assets of ITI in accordance with GAAP, and (iv) the consolidated statements of income, stockholders' equity, cash flows and changes in financial condition shall reflect stockholders’ equity included in or incorporated by reference into Acquiror’s Reports, including any related notes and schedules, fairly presented (or, in the information required to be case of Reports prepared after the date of this Agreement, will fairly present) the consolidated results of operations, retained earnings and cash flows, as the case may be, of Acquiror and its subsidiaries for the periods set forth therein by GAAP. (c) Except as set forth subject, in the Audited case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Collectively, Acquiror’s foregoing consolidated statements of condition or balance sheets, statements of income, cash flows and stockholders’ equity are referred to as “Acquiror Financial Statements Statements.” Acquiror’s auditor is independent within the meaning of generally accepted accounting principles and related rules of the SEC. Acquiror is in compliance with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the certifications provided and to the knowledge of ITIbe provided pursuant to Sections 302, ITI 404 and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations906 thereof are accurate.

Reports and Financial Statements. (a) Prior Parent and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC since the Lookback Date (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as at December 31of the date of the last such amendment, 2000 the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and December 31the Exchange Act, 2001as the case may be, and the related statements of income applicable rules and retained earningsregulations promulgated thereunder, statements of cash flows and statements of stockholders equity of ITI for each none of the two fiscal years ended December 31Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, 2001 in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by date of this Agreement) will be deemed to modify information as of an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Actearlier date. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, except as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures and schedules required in accordance with GAAPthe unaudited statements, and year to normal year-end audit adjustments which are not individually and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP). (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations.

Reports and Financial Statements. (a) Prior The Parent has filed with the SEC the Parent SEC Documents. As of their respective dates or, if amended, as of the date of the last such amendment filed prior to the Effective Timedate of this Agreement, ITI will furnish Lil Marc the Parent SEC Documents, including any financial statements or schedules included therein (a) did 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 made therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the audited ITI balance sheets applicable requirements of the Exchange Act and the Securities Act, as at December 31, 2000 and December 31, 2001the case may be, and the related statements of income applicable rules and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each regulations of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities ActSEC thereunder. (b) In each caseEach of the Parent Financial Statements have been prepared from, and are in accordance with, the books and records of the Parent. The Parent Financial Statements complied, as of their respective dates, in all material respects with applicable accounting requirements and rules and regulations of the SEC. The Parent Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except for as may be indicated in the notes thereto and subject, in the case of unaudited, condensed consolidated interim financial statements, to normal, recurring and immaterial year-end adjustments and the absence of full footnote disclosures certain notes) and schedules required fairly present, in accordance with GAAPall material respects, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management consolidated financial position of ITI, the Parent as of the dates thereof and (ii) the Audited Financial Statements shall present fairly as consolidated results of their respective dates the assetsoperations, liabilities, consolidated changes in stockholders' equity and the financial condition of ITI, (iii) as consolidated cash flows of the date of such balance sheets, except as Parent and to its consolidated Subsidiaries for the extent reflected or reserved against periods presented therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth disclosed in the Audited Financial Statements and to Parent SEC Documents, the knowledge of ITI, ITI Parent and its subsidiaries Subsidiaries have no material not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of the Parent and its Subsidiaries prepared in conformity with GAAP, other than (i) liabilities incurred in the ordinary course of business, (ii) liabilities incurred in connection with the Transactions, (iii) liabilities for Taxes or obligations of any nature (whether assertediv) liabilities that, unassertedindividually or in the aggregate, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could would not reasonably be expected to result in such liabilities or obligationshave a Parent Material Adverse Effect.

Reports and Financial Statements. (a) Prior Parent and each of its Subsidiaries (including each predecessor of any such Subsidiary prior to it becoming a Subsidiary) has timely filed or furnished all registrations, statements, schedules, forms, documents, reports and other documents required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC since January 1, 2011 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as at December 31of the date of the last such amendment (and, 2000 in the case of registration statements and December 31proxy statements, 2001on the dates of effectiveness and the dates of the relevant meetings, respectively), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of the time of filing with the SEC, as the case may be, and the related statements of income applicable rules and retained earningsregulations promulgated thereunder, statements of cash flows and statements of stockholders equity of ITI for each none of the two fiscal years ended December 31Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, 2001 (in light of the "Audited Financial Statements")circumstances under which they were made, not misleading. Such Audited Financial Statements shall have been reviewed As of the date of this Agreement, no executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by an independent auditor experienced in Securities and Exchange Commission ("SEC") accountingParent relating to the Parent SEC Documents. None of the Parent SEC Documents are, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-Xto the knowledge of Parent, as promulgated under the Securities Actsubject of ongoing SEC review. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of Parent included in or incorporated by reference into the Parent SEC Documents (the “Parent Financial Statements”) (i) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, except as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the absence respective periods then ended (subject, in the case of full footnote disclosures unaudited statements, to normal and schedules required in accordance with GAAP, and year recurring year-end audit adjustments which are not individually or in and other adjustments described therein, including the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITInotes thereto), (ii) were prepared in conformity with GAAP (except, in the Audited Financial Statements shall present fairly as case of their respective dates the assetsunaudited statements, liabilities, stockholders' equity subject to normal year-end audit adjustments and the financial condition absence of ITIfootnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) as have been prepared from, and are in accordance with, the books and records of Parent and its consolidated subsidiaries. The books and records of the date of such balance sheetsCompany and its Subsidiaries have been, except as and to the extent reflected or reserved against thereinare being, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected maintained in a balance sheet or the notes thereto, prepared all material respects in accordance with GAAPGAAP and any other applicable legal and accounting requirements. Deloitte & Touche, and all assets reflected therein are properly reported and present fairly the value LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of the assets Parent as a result of ITI or in accordance connection with GAAPany disagreements with Parent on a matter of accounting principles or practices, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPstatement disclosure or auditing scope or procedure. (c) Except Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as set forth defined in Item 303(a) of Regulation S-K of the SEC). (d) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) designed to ensure that all material information required to be disclosed by Parent in the Audited Financial Statements reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Parent has disclosed to Parent’s auditors and the audit committee of the Board of Directors of Parent (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof. To the knowledge of ITIParent, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no factreason to believe that Parent’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, condition or circumstance which could reasonably without additional qualification, when next due. (e) Each of Comenity Bank and Comenity Capital Bank has timely filed all call reports required to be expected to result in such liabilities or obligationsfiled by it with each of their respective bank regulators since January 1, 2011, and since January 1, 2011 has paid all required bank regulatory fees and assessments (including deposit insurance assessments) when due.

Reports and Financial Statements. (a) Prior Except as set forth on Schedule 3.5(a) of the Motient Disclosure Schedule, Motient has timely filed all reports required to be filed with the SEC pursuant to the Effective TimeSecurities Exchange Act of 1934, ITI will furnish Lil Marc as amended (the “Exchange Act”) or the Securities Act since January 1, 2004 (collectively, the “Motient SEC Reports”), and has previously made available to Fund true and complete copies of all such Motient SEC Reports. Such Motient SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), complied in all material respects with the audited ITI balance sheets applicable requirements of the Securities Act and the Exchange Act, as at December 31, 2000 and December 31, 2001the case may be, and none of such Motient SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the related date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of Motient included in the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall Motient SEC Reports have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals GAAP consistently applied throughout the periods indicated ("GAAP"except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and shall be fairly present (subject, in compliance with Regulation Sthe case of unaudited statements, to normal, recurring year-Xend adjustments and any other adjustments described therein), in all material respects, the consolidated financial position of Motient and its consolidated subsidiaries as promulgated under at the Securities Actdates thereof and the consolidated results of operations and cash flows of Motient and its consolidated subsidiaries for the periods then ended. Except as disclosed in the Motient SEC Reports there has been no change in any of the significant accounting (including Tax accounting) policies or procedures of Motient since December 31, 2005. (b) In each caseExcept as set forth on Schedule 3.5(b) of the Motient Disclosure Schedule, except for the absence Motient maintains a system of full footnote disclosures and schedules required internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with GAAP, and year end audit adjustments which are not individually management’s general or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, specific authorization; (ii) the Audited Financial Statements shall present fairly transactions are recorded as necessary to permit preparation of their respective dates the financial statements in conformity with GAAP or any other criteria applicable to such statements and to maintain accountability for assets, liabilities, stockholders' equity and the financial condition of ITI, ; (iii) as of the date of such balance sheets, except as and access to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared assets is permitted only in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, management’s general or specific authorization; and (iv) the statements of income, stockholders' equity, recorded accountability for assets is compared with the existing assets at reasonable intervals and changes in financial condition shall reflect fairly the information required appropriate action is taken with respect to be set forth therein by GAAPany differences. (c) Except as set forth in the Audited Financial Statements and Since January 1, 2005, neither Motient nor, to the Motient’s knowledge, any director, officer, employee, auditor, accountant or representative of Motient has received or otherwise had or obtained knowledge of ITIany complaint, ITI and its subsidiaries have no allegation, assertion or claim, in writing, regarding the accounting or auditing practices, procedures, methodologies or methods of Motient or Motient’s internal accounting controls, including any complaint, allegation, assertion or claim that Motient has engaged in questionable accounting or auditing practices. No attorney representing Motient, whether or not employed by Motient, has reported “evidence of a material liabilities violation” (as defined in 17 CFR Part 205) to Motient’s board of directors or obligations any committee thereof or to any director or officer of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsMotient.

Reports and Financial Statements. (a) Prior The Company has filed or furnished all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished by it with the SEC since January 1, 2010 (all such forms, reports, statements, certificates and other documents filed with or furnished to the Effective TimeSEC since January 1, ITI will furnish Lil Marc 2010, with any amendments thereto, collectively, the “Company SEC Reports”), each of which, including any financial statements or schedules included therein, as finally amended prior to the date hereof, complied as to form in all material respects with the audited ITI balance sheets applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as at December 31, 2000 and December 31, 2001the case may be, and the related statements of income rules and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each regulations of the two fiscal years ended December 31SEC promulgated thereunder. None of the Company’s Subsidiaries or Significant Joint Ventures is required to file periodic reports with the SEC. None of the Company SEC Reports filed prior to the date of this Agreement contained, 2001 (when filed with the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accountingSEC or, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-Xif amended, as promulgated of the date of the last amendment prior to the date of this Agreement, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under the Securities Actwhich they were made, not misleading. (b) In each caseEach of the consolidated financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Reports (including the related notes and schedules, except where applicable) fairly presents in all material respects the results of the consolidated operations and changes in shareholders’ equity and consolidated financial position of the Company and its Subsidiaries for the absence respective fiscal periods or as of full footnote disclosures and schedules required in accordance with GAAPthe respective dates therein set forth (subject, and year end audit adjustments which are not individually or in the aggregate material case of unaudited statements, to normal year-end adjustments and other adjustments described therein, including the notes thereto). Each of such consolidated financial statements (iincluding the related notes and schedules, where applicable) the Audited Financial Statements shall be prepared by management of ITIcomplied, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of filing, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto and each of such balance sheetsfinancial statements (including the related notes and schedules, except as and to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingentwhere applicable) which should be reflected in a balance sheet or the notes thereto, were prepared in accordance with GAAPGAAP (except, in the case of unaudited statements, as permitted by the rules and all assets reflected therein are properly reported and present fairly the value regulations of the assets SEC), consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto. The Company has made available to Parent complete and correct copies of ITI (i) all management representation letters delivered by the Company or its management to the Company’s auditors in accordance connection with GAAP, the audit of the Company’s 2011 consolidated financial statements and (ivii) all material correspondence with the statements of incomeSEC from January 1, stockholders' equity, and changes in financial condition shall reflect fairly 2010 to the information required to be set forth therein by GAAPdate hereof. (c) Except as set forth The Company has disclosed, based on its most recent evaluation of internal control over financial reporting, to Parent, the Company’s independent accountants and the audit committee of the Board of Directors of the Company any (i) “significant deficiency” in the Audited Financial Statements Company’s internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, (ii) “material weakness” in the Company’s internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls over financial reporting. There is no outstanding “significant deficiency” or “material weakness” which the Company’s independent accountants certify has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (d) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the knowledge certifications required pursuant to Sections 302 and 906 of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports and Financial Statements. (a) Prior Acquiror and each of its subsidiaries have timely filed all material reports, registrations and statements, together with any amendments required to the Effective Timebe made with respect thereto, ITI will furnish Lil Marc with the audited ITI balance sheets as at that they were required to file since December 31, 2000 1995 with all Regulatory Agencies, and have paid all material fees and assess ments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of Acquiror and its subsidiaries, and except as listed in Section 6.5 of the Acquiror Disclosure Schedule, no Regu latory Agency has initiated any proceeding or investigation or, to the knowledge of Acquiror, threatened any investigation into the business or operations of Acquiror or any of its subsidiaries since December 31, 20011995, and except for such proceedings or investigations which would not, individually or in the related statements of income and retained earningsaggregate, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall reasonably be expected to have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Acta Material Adverse Effect on Acquiror. (b) In Acquiror and each caseof its subsidiaries have timely filed all material reports, except for forms, registrations, schedules, statements and other documents required to be filed by it with the absence of full footnote disclosures and schedules required in accordance with GAAPSEC since December 31, and year end audit adjustments which are not individually or in 1995 (the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as "Acquiror SEC Reports"). As of their respective dates dates, the assetsAcquiror SEC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, liabilitiesas the case may be, stockholders' equity and the applicable rules and regulations promulgated thereunder. Except to the extent that information contained in any Acquiror SEC Report has been revised or superseded by a later filed Acquiror SEC Report, none of the Acquiror SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) The consolidated financial condition statements of ITI, (iii) as of Acquiror included in the Acquiror SEC Reports filed and publicly available prior to the date of such balance sheets, except this Agreement (as and amended to the extent reflected or reserved against thereindate of this Agreement, ITI did not have any liabilities or obligations (absolute or contingentthe "Filed Acquiror SEC Reports") which should be reflected complied as to form in a balance sheet or all material respects with the notes applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAPGAAP (except, and all assets reflected therein are properly reported and present fairly in the value case of the assets unaudited statements, as permitted by Form 10-Q of ITI the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in accordance with GAAPthe notes thereto) and fairly present the consolidated financial position of Acquiror and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPany other adjustments described therein). (cd) Except as set forth in the Audited Financial Statements Filed Acquiror SEC Reports, and to except for liabilities and obligations incurred in the knowledge ordinary course of ITIbusiness consistent with past practice since the date of the most recent consolidated balance sheet included in the Filed Acquiror SEC Reports, ITI and neither Acquiror nor any of its subsidiaries have no has any material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, contingent or otherwise), ) required by GAAP to be recognized or disclosed on a consolidated balance sheet of Acquiror and there is no fact, condition its consolidated subsidiaries or circumstance which could reasonably be expected to result in such liabilities or obligationsthe notes thereto.

Reports and Financial Statements. (a) Prior Parent and each of its Subsidiaries have filed or furnished all forms, documents and reports required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc Original Agreement Date by it with the audited ITI balance sheets SEC since January 1, 2018 (all such forms, documents and reports, the “Parent SEC Documents”). As of their respective dates or, if amended, as at December 31of the date of the last such amendment, 2000 the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and December 31the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, 2001as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents at the time they were filed or furnished contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. None of Parent’s Subsidiaries is, or at any time since January 1, 2018 has been, required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related statements notes and schedules) of income Parent included in the Parent SEC Documents (the “Parent Financial Statements”) at the time they were filed or furnished (i) fairly present in all material respects the consolidated financial position of Parent and retained earningsits consolidated Subsidiaries, statements as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (except, in the case of unaudited statements, subject to normal year-end audit adjustments, the absence of notes and statements of stockholders equity of ITI for each to any other adjustments described therein, including in any notes thereto or with respect to pro forma financial information, subject to the qualifications stated therein), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the two fiscal years ended December 31SEC, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities Exchange Act and Exchange Commission ("SEC") accounting, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (bc) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as As of the date Original Agreement Date, there are no outstanding or unresolved comments in any comment letters of such balance sheets, except as and the staff of the SEC received by Parent relating to the extent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value Parent SEC Documents. As of the assets Original Agreement Date, none of ITI in accordance with GAAPthe Parent SEC Documents is, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITIParent, ITI and the subject of ongoing SEC review. (d) Neither Parent nor any of its subsidiaries have no Subsidiaries is a party to, or has a commitment to effect, enter into or create, any joint venture, or “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or obligations any of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, its Subsidiaries in the Parent Financial Statements or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligationsother Parent SEC Documents.

Reports and Financial Statements. (a) Prior Parent and each of its Subsidiaries has timely filed or furnished all forms, documents and reports required to be filed or furnished prior to the Effective Time, ITI will furnish Lil Marc date hereof by it with the audited ITI balance sheets SEC (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as at December 31of the date of the last such amendment (and, 2000 in the case of registration statements and December 31proxy statements, 2001, on the dates of effectiveness and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each dates of the two fiscal years ended December 31relevant meetings, 2001 (respectively), the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced Parent SEC Documents complied in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance all material respects with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of the time of filing with the SEC, as the case may be, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is, or at any time has been, required to file any forms, reports or other documents with the SEC. As of the date of this Agreement, no executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent SEC Documents. To the knowledge of Parent, none of the Parent SEC Documents are the subject of ongoing SEC review. (b) In each caseThe consolidated financial statements (including all related notes and schedules) of Parent included in or incorporated by reference into the Parent SEC Documents (the “Parent Financial Statements”) are true and correct in all material respects and reflect the financial position, results of operations and cash flows of Parent and its Subsidiaries as of and for the periods covered thereby (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, for the absence of full footnote disclosures and schedules required footnotes and, in accordance with GAAPthe case of interim financial statements, and year to the extent they are subject to normally recurring year-end audit adjustments which are not material either individually or in the aggregate material (i) the Audited aggregate). The Parent Financial Statements shall be were prepared by management from, are in accordance with and accurately reflect in all material respects, the books and records of ITIParent and its Subsidiaries, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity which books and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ITI did not records have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, been prepared in accordance with GAAP, applied on a consistent basis during the periods involved with respect to all financial transactions of Parent and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPits Subsidiaries. (c) Except The execution and delivery by Parent and Merger Sub of this Agreement do not, and, except as set forth described in Section 5.3(b), the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any material obligation or to the loss of a material benefit under any Contract, loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, Material Lease, permit, concession, franchise or right binding upon Parent or Merger Sub or result in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations creation of any nature Lien upon any of the properties, rights or assets of Parent or Merger Sub, other than Permitted Liens, (whether assertedii) conflict with or result in any violation of any provision of the Parent Governing Documents or the Merger Sub Governing Documents or (iii) conflict with or violate any Laws applicable to Parent or Merger Sub or any of their respective properties or assets, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwiseother than in the case of clauses (i), (ii) and there is no fact(iii), condition any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or circumstance which could Lien that would not reasonably be expected to result have, individually or in such liabilities or obligationsthe aggregate, a Parent Material Adverse Effect.

Reports and Financial Statements. (a) Prior The Company has filed all -------------------------------- reports (including proxy statements) and registration statements required to be filed with the SEC since its initial public offering (collectively, the "Company ------- SEC Reports"). The Company has previously furnished or made available to Parent ----------- true and complete copies of all the Company SEC Reports filed prior to the Effective Timedate hereof. None of the Company SEC Reports, ITI will furnish Lil Marc with as of their respective dates, contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the audited ITI statements therein, in light of the circum- stances under which they were made, not misleading. Each of the balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at December 31, 2000 and December 31, 2001of the respective dates thereof, and the other related statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of income operations and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each the changes in financial position of the two fiscal years ended December 31Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, 2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced all in Securities and Exchange Commission ("SEC") accounting, shall be prepared in accordance conformity with United States generally accepted accounting principals ("GAAP") principles consistently applied during the periods involved, except as otherwise noted therein and shall be subject, in compliance with Regulation Sthe case of the unaudited interim financial statements, to normal year-Xend adjustments. All of the Company SEC Reports, as promulgated under of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities ActAct and the applicable rules and regulations thereunder. (b) In each caseThe Company and its Subsidiaries have not made any misstatements of fact, except for the absence of full footnote disclosures and schedules required in accordance with GAAPor omitted to disclose any fact, and year end audit adjustments to any Governmental Body, or taken or failed to take any action, which are not misstatements or omissions, actions or failures to act, individually or in the aggregate material aggregate, subject or would subject any Company Permits referred to in Section 5.4 to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not have a Material Adverse Effect on the Company. (c) Except (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the extent reflected disclosed or reserved against thereinon the balance sheet of the Company as of September 30, ITI did 1997 included in the Company SEC Reports, or (ii) as incurred after the date thereof in the ordinary course of business consistent with prior practice and not prohibited by this Agreement, the Company does not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of ITI in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAP. (c) Except as set forth in the Audited Financial Statements and to the knowledge of ITI, ITI and its subsidiaries have no material liabilities or obligations of any nature (whether assertednature, unassertedabsolute, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, contingent or otherwise and whether due or to become due, that, individually or otherwise)in the aggregate, and there is no fact, condition have or circumstance which could reasonably be expected to result in such liabilities or obligationswould have a Material Adverse Effect on the Company.

Reports and Financial Statements. (ai) Prior Adaptive has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to the Effective Time, ITI will furnish Lil Marc be filed by it with the audited ITI balance sheets as at SEC since December 31, 2000 and December 311997 (collectively, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 (the "Audited Financial StatementsAdaptive SEC Reports"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("No Subsidiary of Adaptive is required to file any form, -------------------- report, registration statement, prospectus or other document with the SEC") accounting. None of the Adaptive SEC Reports, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act. (b) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by management of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates (and, if amended or superseded by a filing prior to the assetsdate of this Agreement, liabilitiesthen on the date of such filing), stockholders' equity and contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial condition statements (including the related notes) included or incorporated by reference in the Adaptive SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of ITIoperations and cash flows of Adaptive and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements of Adaptive, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. All of such Adaptive SEC Reports, as of their respective dates (iii) and as of the date of such balance sheets, except as and any amendment to the extent reflected or reserved against thereinrespective Adaptive SEC Report), ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected complied as to form in a balance sheet or all material respects with the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value applicable requirements of the assets of ITI in accordance with GAAP, Securities Act and (iv) the statements of income, stockholders' equity, Exchange Act and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPrules and regulations promulgated thereunder. (cii) Except as disclosed in the Adaptive SEC Reports filed and publicly available prior to the date hereof (the "Adaptive Filed SEC Reports") -------------------------- and except as set forth in Section 3.2(d)(ii) of the Audited Financial Statements and to the knowledge of ITIAdaptive Disclosure Schedule, ITI Adaptive and its subsidiaries Subsidiaries have no material not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of Adaptive and its Subsidiaries or obligations the footnotes thereto prepared in conformity with GAAP, other than (A) liabilities incurred in the ordinary course of any nature business, (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become dueB) liabilities incurred in accordance with Section 4.2, or otherwise)(C) liabilities for Taxes or (D) liabilities that, and there is no factindividually or in the aggregate, condition or circumstance which could would not reasonably be expected to result in such liabilities or obligationshave a Material Adverse Effect on Adaptive.

Reports and Financial Statements. (a) Prior The ICE Common Stock has been registered under Section 12(g) of the Exchange Act and the Purchaser is subject to the Effective Time, ITI will furnish Lil Marc periodic reporting requirements of Section 13 of the Exchange Act. The Purchaser has previously furnished or otherwise made available to the Company true and complete copies of: (i) the Annual Reports on Form 10-K filed by the Purchaser with the audited ITI balance sheets as at December 31, 2000 and December 31, 2001, and SEC for the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of the two fiscal years ended December 31, 2001 2010 and 2011; (ii) the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed Quarterly Reports on Form 10-Q filed by an independent auditor experienced in Securities the Purchaser with the SEC for the quarters ended March 31, 2012, and Exchange Commission June 30, 2012; and ("SEC"iii) accountingall Current Reports on Form 8-K filed by the Purchaser with the SEC since January 1, shall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act2012. (b) In each caseAs of their respective dates, except for such reports filed by the absence of full footnote disclosures and schedules required in accordance with GAAPPurchaser prior to the date hereof (collectively with, and year end audit adjustments which are not individually or in giving effect to, any amendments, supplements and exhibits thereto filed prior to the aggregate material date hereof, “Purchaser SEC Reports”) (i) complied as to form in all material respects with the Audited Financial Statements shall be prepared by management applicable requirements of ITI, (ii) the Audited Financial Statements shall present fairly as of their respective dates the assets, liabilities, stockholders' equity Exchange Act and the financial condition of ITI, (iii) rules and regulations promulgated thereunder in effect as of the date of such balance sheetsfiling, except as and (ii) did not 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 the light of the circumstances under which they were made, not misleading. Except to the extent reflected that information contained in any Purchaser SEC Report was amended or reserved against was superseded by a later filed Purchaser SEC Report, none of the Purchaser SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, ITI did in the light of the circumstances under which they were made, not have misleading. None of the Purchaser’s Subsidiaries is required to file any liabilities forms, reports or obligations other documents with the SEC. The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Purchaser SEC Reports (absolute or contingentincluding any related notes and schedules) which should be reflected fairly present in a balance sheet or all material respects the notes theretoconsolidated financial position of the Purchaser and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), and in each case were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Except as reflected in the Purchaser Disclosure Schedules, since January 1, 2010, the Purchaser has filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. Purchaser represents and warrants to the Company that, as of the respective dates thereof, all reports of the type referred to in this Section 4.4 that the Purchaser files with the SEC on or after the date hereof will not 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 circumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present in all material respects the consolidated financial position of the Purchaser and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows or other information included therein for the periods then ended (subject, in the case of the interim financial statements, to normal, recurring year-end adjustments), and all assets reflected therein are properly reported and present fairly the value of the assets of ITI will be prepared in each case in accordance with GAAP, and GAAP consistently applied during the periods involved (iv) except as otherwise disclosed in the statements of income, stockholders' equity, and changes in financial condition shall reflect fairly the information required to be set forth therein by GAAPnotes thereto). (c) Except as set forth in The Purchaser maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Audited Financial Statements Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Purchaser is made known on a timely basis to the knowledge individuals responsible for the preparation of ITI, ITI the Purchaser’s filings with the SEC and its subsidiaries other public disclosure documents. (d) The Chief Executive Officer and the Chief Financial Officer of the Purchaser have no material liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise)signed, and there is the Purchaser has furnished to the SEC, all certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; such certifications contain no factqualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither the Purchaser nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, condition completeness, form or circumstance which could reasonably be expected to result in manner of filing or submission of such liabilities or obligationscertifications.