Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. The Company has furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company 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 the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The Company Since January 1, 1997, Cereus has furnished filed with the Investors with true SEC all forms, statements, reports and complete copies documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Company's 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. No Subsidiary of Cereus is required to file any form, report or other document with the SEC. Cereus has previously made available to Parent, via its EDGA▇ ▇▇▇ings where available, copies (iincluding all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K KSB (as amended on Form 10-KSB/A) for the fiscal years ended December 31, 19941999, December 31, 1995 1998 and December 31, 19961997, as filed with the CommissionSEC, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iiib) proxy and information statements related relating to (i) all meetings of its stockholders (whether annual or special), (ii) held actions by written consent in lieu of a stockholders' meeting, in each case from January 1, 1998 until the date hereof, (c) all other reports, including quarterly reports, and registration statements filed by Cereus with the SEC since January 1, 19951997 (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Cereus SEC Reports"), and (ivd) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the material documents (other than preliminary material) that the Company was required to file associated with the Commission since that date Mineral Transaction (clauses (i) through (iv) being referred to herein collectively as defined in Cereus's Form 10-KSB for the "Company SEC Reports"fiscal year ended December 31, 1999). As of their respective dates, the Company Cereus SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain any contained no untrue statement of a material fact or omit omitted 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 financial statements for the fiscal year ended December 31, 1999 and the two prior fiscal years, and the unaudited consolidated financial statements and unaudited interim financial statements of the Company Cereus included in Cereus's Quarterly Reports on Form 10-QSB for the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of period ended March 31, 2000 (collectively, the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) "CEREUS FINANCIAL STATEMENTS"), have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) and fairly present fairly, in all material respects, the financial position of the Company Cereus and its Subsidiaries as at of the dates thereof and the results of their operations and cash flow changes in financial position for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinended.

Reports and Financial Statements. The Company has furnished the Investors with true and complete copies Except as set forth in Section 4.5 of the Company's (i) Annual Reports on Form 10-K for Company Disclosure Schedule, all material filings required to be made by the fiscal years ended December 31, 1994, December 31, 1995 Company and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held Company Subsidiaries since January 1, 19951998 under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Public Utility Holding Company Act (the "1935 Act"), the Federal Power Act (the "Power Act"), the Atomic Energy Act of 1954 (the "Atomic Energy Act"), the Communications Act of 1934, applicable state public utility laws and regulations or pursuant to the requirements of any other Governmental Authority have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission (the "NRC"), the Federal Communications Commission (the "FCC"), the Department of Energy (the "DOE"), or the appropriate state public utilities commission or such other appropriate Governmental Authority, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and (iv) complied, as of their respective dates or as of the date of any amendment thereto, in all other reports material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed with or registration statements declared effective the SEC by the Commission Company pursuant to the requirements of the Securities Act or Exchange Act since January 1, 19951998 (as such documents have since the time of their filing been amended, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As Except as set forth in Section 4.5 of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange ActDisclosure Schedule, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company 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 Except as set forth in Section 4.5 of the Company Disclosure Schedule, the audited consolidated financial statements and unaudited interim financial statements of the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of (collectively, the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the "Company SEC Reports (iFinancial Statements") have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (iithereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at of the dates thereof and the results of their its operations and cash flow flows for the periods then ended ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments which will not be material in amount or effect. True, accurate and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records complete copies of the charter and by-laws of the Company, as in effect on the date hereof, are included (or incorporated by reference) in the Company except as indicated thereinSEC Reports.

Reports and Financial Statements. The Company (a) Since January 1, 2001, Parent has furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the CommissionSEC all material forms, registration statements, prospectuses, reports, schedules and documents (iiincluding all exhibits, post-effective amendments and supplements thereto) Quarterly Reports on Form 10-Q for (the quarters ended March 31“Parent SEC Documents”) required to be filed by it under each of the Securities Act and the Exchange Act, 1996, June 30, 1996, and September 30, 1996all of which, as filed amended if applicable, complied in all material respects as to form with all applicable requirements of the Commissionappropriate Act, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, SOX and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports")rules and regulations thereunder. As of their respective datesdates (taking into account any amendments or supplements filed prior to the date hereof), the Company Parent SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports Documents 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. . (b) The audited consolidated financial statements and unaudited interim financial statements of the Company Parent included in the Company Parent SEC Reports Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements included in the Company SEC Reports (i) , have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q or 8-K or the applicable rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) and fairly present fairly, in all material respects, the consolidated financial position of the Company Parent and its consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flow flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) which are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinnot material).

Reports and Financial Statements. The Company has furnished the Investors with true and complete copies of the Company's (ia) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since Since January 1, 19952014, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was has timely filed or furnished all forms, certifications, schedules, exhibits, documents and reports with the SEC (such forms, certifications, schedules, exhibits, documents and reports, the “Company SEC Documents”) required to file be filed or furnished by it with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports")SEC. As of their respective dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Company SEC Reports were duly filed and Documents complied in all material respects with the requirements of the Securities Act or Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to such Company SEC Reports. As Documents and none of their respective dates, the Company SEC Reports did not contain Documents contained any untrue statement of a material fact or omit omitted to state a 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. Since January 1, 2014, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. The audited Company has made available to Parent true and complete copies of all comment letters and any other material correspondence between the SEC, on the one hand, and the Company or any Company Subsidiaries, on the other hand, since January 1, 2014 and prior to the date hereof. As of the date hereof, there are no outstanding or unresolved comments in a comment letter received from the SEC staff with respect to any Company SEC Document and, to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing review by the SEC. (b) The consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports Documents (i) have been prepared in accordance with generally accepted accounting principles United States Generally Accepted Accounting Principles ("“GAAP"”) (except, in the case of the unaudited statements, to the extent permitted by the SEC) in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto), (ii) present fairly, when filed complied as to form in all material respects, 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 (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries consolidated Subsidiaries, as at the respective dates thereof thereof, and the consolidated results of their operations and their consolidated cash flow flows for the respective periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and to any other adjustments described therein therein, including the notes thereto). (c) The Company has established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that all information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. The Company has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) to provide reasonable assurances regarding the reliability of financial reporting for the Company. Neither the Company nor any of the Company Subsidiaries, nor, to the Knowledge of the Company, any Representative of the Company or any of the Company Subsidiaries has received in writing any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices. (d) Each of the chief executive officer of the Company and the fact that certain information and notes have been condensed chief financial officer of the Company has made all certifications required by Rule 13a-14 or omitted in accordance with 15d-14 under the Exchange Act and Sections 302 and 906 of the rules promulgated thereunder▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Company SEC Documents, and (iii) the statements contained in such certifications are accurate in all material respects, in accordance with the books of account and records respects as of the Company except as indicated thereindate of this Agreement.

Reports and Financial Statements. The Company (a) Mars has filed or furnished all forms, documents and reports required to be filed or furnished prior to the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed date hereof by it with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held SEC since January 1, 19952005 (the “Mars SEC Documents”), and (iv) all other reports filed with or registration statements declared effective by each of which, in each case as of its date, or, if amended, as finally amended prior to the Commission since January 1date of this Agreement, 1995, except registration statements on Form S-8 relating complied as to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, the Company SEC Reports were duly filed and complied form in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, as of the Commission thereunder applicable to such Company date filed with the SEC, and none of the Mars SEC Reports. As of their respective dates, the Company SEC Reports did not contain Documents contained any untrue statement of a material fact or omit omitted to state a 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. As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the Mars SEC Documents. (b) The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of the Company Mars included in the Company Mars SEC Reports Documents (if amended, as of the date of the last such amendment filed prior to the date hereof) comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The , fairly present in all material respects the consolidated financial statements included position of Mars 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 Company SEC Reports case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (i) have been prepared except, in accordance with generally accepted accounting principles ("GAAP"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), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The Company has furnished or made available to the Investors with via the SEC’s ▇▇▇▇▇ filing system true and complete copies of the Company's ’s (i) Annual Reports on Form 10-K for the fiscal years year ended December 31, 1994, December 31, 1995 and December 31, 1996, 2013 as filed with the CommissionSEC, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 19952014, and (iviii) all other reports filed with or registration statements declared effective by the Commission SEC since January 1, 19952014, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission SEC since that date (the documents referred to in clauses (i) through (iv) iii), together with all accompanying exhibits and all information incorporated therein by reference, being referred to herein collectively as the "“Company SEC Reports"”). As of their respective dates, the Company SEC Reports were duly filed or furnished with the SEC and complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of promulgated by the Commission SEC and the NASDAQ Stock Market thereunder applicable to such Company SEC Reports. As Except to the extent that information contained in any Company SEC Report filed or furnished with the SEC and made publicly available prior to the date of this Agreement (a “Filed Company SEC Report”) has been revised or superseded by a later Filed Company SEC Report, as of their respective dates, none of the Filed Company SEC Reports did not contain contained any untrue statement of a material fact or omit 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 Each of the audited consolidated financial statements and unaudited interim financial statements of (including, in each case, the Company schedules and notes thereto) included in the Filed Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements (including the schedules and notes thereto) included in the Filed Company SEC Reports (i) have been prepared in accordance with generally accepted accounting principles of the United States ("“GAAP"”) applied on a consistent basis (throughout the periods indicated, except as may be indicated therein or in the notes thereto)disclosed therein, and (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their its operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinended.

Reports and Financial Statements. (a) The Company has filed or furnished all forms, documents and reports (including exhibits) required to be filed or furnished by it with the Investors with true Securities and complete copies of Exchange Commission (the Company's (i“SEC”) Annual Reports on Form 10-K for the fiscal years ended since December 31, 1994, December 31, 1995 and December 31, 1996, as filed with 2006 (the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "“Company SEC Reports"Documents”). As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports Documents (i) were duly filed and complied prepared in all material respects accordance with the requirements of the Securities Act or and the Exchange Act, as the case may be, and the applicable rules and regulations of the Commission promulgated thereunder in all material respects, (ii) complied in all material respects with applicable to such Company SEC Reports. As of their respective datesLaws, the Company SEC Reports and (iii) did not contain any untrue statement of a material fact or omit to state a or incorporate by reference any material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file any form or report with the SEC. The audited Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (b) The Company has heretofore made available to Parent complete and correct copies of all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. The Company has made available to Parent all comment letters received by the Company from the SEC or the staff thereof since December 31, 2005 and all responses to such comment letters filed by or on behalf of the Company. To the Company’s knowledge, each director and executive officer of the Company has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since December 31, 2005, except as disclosed in the Company SEC Documents. (c) The consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of the Company included in the Company SEC Reports comply Documents were prepared in accordance with GAAP and complied as to form in all material respects with applicable accounting the requirements of the Securities Act and with the published rules and regulations Regulation S-X of the Commission with respect thereto. The SEC, and fairly present in all material respects the consolidated financial statements included position of the Company 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 Company SEC Reports case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States GAAP (i) have been prepared except, in accordance with generally accepted accounting principles ("GAAP"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). (d) 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 timely made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (ii“SOX”) present fairlywith respect to the Company SEC Documents, and the statements contained in such certifications were complete and correct on the date such certifications were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. As of September 30, 2007 and to the Company’s knowledge thereafter it maintains disclosure controls and procedures that comply with Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material respects, the financial position of information concerning the Company and its Subsidiaries as at is made known on a timely basis to the dates thereof and the results of their operations and cash flow individuals responsible for the periods then ended subjectpreparation of the Company’s SEC filings. As of September 30, 2007 and to the Company’s knowledge thereafter, as of the date of this Agreement, (i) there are no significant deficiencies or material weaknesses in the case design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the unaudited interim Exchange Act) nor (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 statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinreporting.

Reports and Financial Statements. The (a) Since January 1, 2001, the Company has furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the CommissionSEC all material forms, registration statements, prospectuses, reports, schedules and documents (iiincluding all exhibits, post-effective amendments and supplements thereto) Quarterly Reports on Form 10-Q for (the quarters ended March 31“Company SEC Documents”) required to be filed by it under each of the Securities Act and the Exchange Act, 1996, June 30, 1996, and September 30, 1996all of which, as filed amended if applicable, complied in all material respects as to form with all applicable requirements of the Commissionappropriate Act, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, SOX and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports")rules and regulations thereunder. As of their respective datesdates (taking into account any amendments or supplements filed prior to the date hereof), the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports Documents 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. (b) 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 Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Documents, and to the Knowledge of the Company, the statements contained in such certifications are true and correct. For purposes of this Section 3.05(b), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. 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 SOX. (c) Section 3.05(c) of the Company Disclosure Letter fairly presents a complete and accurate account of the Company’s cash, accounts receivables and accounts payable as of the Signing Date. The audited consolidated financial statements and unaudited interim financial statements of the Company included in the Company SEC Reports Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements included in the Company SEC Reports (i) , have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q or 8-K or the applicable rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) and fairly present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flow flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments which are not material). The books and records of the Company and its Subsidiaries are maintained in all material respects in accordance with GAAP and any other adjustments described therein applicable legal and accounting requirements. (d) Neither the fact that certain information 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 notes have been condensed any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or omitted 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 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 of the Company SEC Documents. (e) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (f) The Company has in place the “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of the Company to engage in the review and evaluation process mandated by the Exchange Act and the rules promulgated thereunder. The Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and (iii) are in that all material respects, in accordance with such information is accumulated and communicated to the books Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of account the Chief Executive Officer and records Chief Financial Officer of the Company except required under the Exchange Act with respect to such reports. (g) Except as indicated thereinotherwise disclosed in the Company SEC Documents, since December 31, 2000, the Company has not received from its independent auditors any oral or written notification of a (x) ”reportable condition” or (y) ”material weakness” in the Company’s internal controls. For purposes of this Agreement, the terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards 60, as in effect on the date hereof.

Reports and Financial Statements. The Company has furnished the Investors with true filings required to be made by Parent and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held subsidiaries since January 1, 19951998 under the Securities Act, the Exchange Act, the 1935 Act, the Power Act and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and (iv) complied, as of their respective dates, in all other reports material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with or registration statements declared effective by the Commission SEC since January 1, 19951998 (as such documents have since the time of their filing been amended, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company PARENT SEC ReportsREPORTS"). As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company 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 consolidated financial statements and unaudited interim financial statements of the Company Parent included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company Parent SEC Reports (icollectively, the "PARENT FINANCIAL STATEMENTS") have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis GAAP (except as may be indicated therein or in the notes thereto), (iithereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries Parent as at of the dates thereof and the consolidated results of their its operations and cash flow flows for the periods then ended subjectended. True, in the case accurate and complete copies of the unaudited interim financial statementscertificate of incorporation and by-laws of Parent as in effect on the date hereof, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with made available to the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinCompany.

Reports and Financial Statements. (a) The filings (other than immaterial filings) required to be made by the Company has furnished and the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held Company Subsidiaries since January 1, 19951993 under the Securities Act of 1933, as amended (the "Securities Act"); the Securities Exchange Act of 1934, as amended (the "Exchange Act"); the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"); the Federal Power Act (the "Power Act"); and applicable state public utility laws and regulations have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, tariffs, contracts, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and (iv) complied, as of their respective dates, in all other reports material respects with all applicable requirements of the applicable statutes and the rules and regulations thereunder. The Company has made available to CEI a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed with or registration statements declared effective the SEC by the Commission Company pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents 1993 (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company 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 (including the notes thereto) of the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of (collectively, the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the "Company SEC Reports (iFinancial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") as applied to a regulated utility, applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iithereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flow flows for the periods then ended ended, subject, in the case of the unaudited interim financial statements, to normal year-end normal, recurring audit adjustments adjustments. True, accurate and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records complete copies of the Restated Certificate of Incorporation and by-laws of the Company, as in effect on the date hereof, are included (or incorporated by reference) in the Company except as indicated thereinSEC Reports.

Reports and Financial Statements. The Company (a) Rockets and each of its Subsidiaries has filed or furnished the Investors with true all forms, documents and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as reports required to be filed or furnished with the Commission, Securities and Exchange Commission (iithe “SEC”) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 19952016 (such forms, documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such form, document or report (iv) all other reports filed with or registration statements declared effective but not including any document incorporated by reference into an exhibit), excluding the Commission since January 1Joint Proxy Statement, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company “Rockets SEC Reports"Documents”). As of their respective datesdates or, if amended, as of the date of such last amendment, the Company Rockets SEC Reports were duly filed and Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations none of the Commission thereunder applicable to such Company Rockets SEC Reports. As of their respective dates, the Company SEC Reports did not contain Documents contained any untrue statement of a any material fact or omit omitted to state a 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. None of Rockets’ Subsidiaries are subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. (b) The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of the Company Rockets included in the Company Rockets SEC Reports comply as to form Documents (i) have been prepared from, and are in accordance with, the books and records of Rockets and its Subsidiaries, (ii) fairly present in all material respects respects, in accordance with applicable United States generally accepted accounting requirements principles (“GAAP”), the consolidated financial position of Rockets 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 Securities Act unaudited statements, to normal year-end audit adjustments and with to any other adjustments described therein, including the published rules notes thereto), and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (iiii) have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) present fairly, . The books and records of Rockets and its Subsidiaries have been and are being maintained in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted respects in accordance with GAAP. Neither Rockets nor any of its Subsidiaries has or is subject to any “off-balance sheet arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Exchange Act and Securities Act) which has not been disclosed pursuant to the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinRockets SEC Documents.

Reports and Financial Statements. The Company has furnished the Investors with true and complete copies Except as set forth in Section 7.5 of the Company's (i) Annual Reports on Form 10-K for Western Resources Disclosure Schedule, the fiscal years ended December 31filings required to be made by Western Resources, 1994, December 31, 1995 KGE and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held Western Resources Subsidiaries since January 1, 19951994 under the Securities Act, the Exchange Act, the 1935 Act, the Power Act, the Atomic Energy Act, and (iv) all other reports applicable state public utility laws and regulations have been filed with the SEC, the FERC, the NRC or the 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 statutes and the rules and regulations thereunder, except for such filings the failure of which to have been made or to so comply would not result in a Western Resources Material Adverse Effect. "Western Resources SEC Reports" shall mean each report, schedule, registration statements declared effective statement and definitive proxy statement filed with the SEC by Western Resources and KGE pursuant to the Commission requirements of the Securities Act or Exchange Act since January 1, 19951994, except registration statements on Form S-8 relating to employee benefit plans, which are all as such documents have since the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports")time of their filing been amended. As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company Western Resources 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 the Company Western Resources included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company Western Resources SEC Reports (icollectively, the "Western Resources Financial Statements") have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis GAAP (except as may be indicated therein or in the notes thereto), (iithereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present fairly, in all material respects, the financial position of the Company Western Resources and its Subsidiaries KGE as at of the dates thereof and the results of their operations and cash flow flows for the periods then ended ended, subject, in the case of the unaudited interim financial statements, to normal yearnormal, recurring audit adjustments. True, accurate and complete copies of the Western Resources Articles, Western Resources' By-end audit adjustments and any other adjustments described therein Laws, the articles of incorporation of KGE and the fact that certain information and notes have been condensed by-laws of KGE, as in effect on the date hereof, are included (or omitted incorporated by reference) in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinWestern Resources SEC Reports.

Reports and Financial Statements. The Company has furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 CBES and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings each of its stockholders (whether annual or special) held since January 1Subsidiaries have each timely filed all material reports, 1995registrations and statements, and (iv) all other reports filed together with or registration statements declared effective by the Commission since January 1any amendments required to be made with respect thereto, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was they were required to file with (a) the FDIC, (b) the OTS, (c) the National Association of Securities Dealers, Inc. ("NASD"), (d) the Missouri Department of Insurance and (e) the Securities and Exchange Commission since that date (clauses "SEC") (i) through (iv) being referred to herein collectively as the collectively, "Company SEC CBES's Reports")) and, to CBES's knowledge have paid all fees and assessments due and payable in connection therewith. As of their respective dates, the Company SEC none of CBES's Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain contained any untrue statement of a material fact or omit omitted 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 audited consolidated financial statements All of CBES's Reports filed with the SEC complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and unaudited interim the rules and regulations of the SEC promulgated thereunder. (ii) Each of the financial statements of the Company CBES included in the Company SEC CBES's Reports comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements included in the Company SEC Reports (i) thereto and have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subjectthereto or, in the case of the unaudited financial statements, as permitted by the SEC). Each of the consolidated statements of condition contained or incorporated by reference in CBES's Reports (including in each case any related notes and schedules) and each of the consolidated statements of operations, consolidated statements of cash flows and consolidated statements of changes in stockholders' equity, contained or incorporated by reference in CBES's Reports (including in each case any related notes and schedules) fairly presented (a) the financial position of the entity or entities to which it relates as of its date and (b) the results of operations, stockholders' equity and cash flows, as the case may be, of the entity or entities to which it relates for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed are not material in amount or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereineffect).

Reports and Financial Statements. The Company has previously furnished the Investors Parent with true and complete copies of the Company's its (i) Annual Reports on Form 10-K for the fiscal three years ended December 31, 1994, December 31, 1995 and December 31September 30, 1996, 1997, and 1998, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 3130, 19961998, June 30, 19961998, and September 30December 31, 1996, 1998 as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders shareholders (whether annual or special) held since January 1December 31, 1995, 1996 and (iv) all other reports filed with or registration statements declared effective filed by the Company with the Commission since January 1December 31, 1995, except registration statements on Form S-8 relating to employee benefit plans, 1996 which are all the documents (other than preliminary materialmaterials) that the Company was required to file with the Commission since that date (such documents identified in clauses (i) through (iv) (except registration statements on Form S-8 relating to employee benefit plans and the Form S-1 (as defined in the Transition Agreement (or any other registration statement contemplated to be filed pursuant to the terms of the Transition Agreement)) being referred to herein collectively as the "Company SEC Reports")). As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports 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 circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The , and the financial statements included in the Company SEC Reports (i) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) and fairly present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow changes in financial position for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The Company has furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K As of the date hereof, neither Spinco nor any of its Subsidiaries is required to file any form, report, registration statement, prospectus or other document with the SEC. Included in Section 5.3(d)(i) of the Spinco Disclosure Schedule are the consolidated balance sheets of Spinco and its Subsidiaries as of September 30, 2005 and 2004, and the related consolidated statements of income, cash flows and stockholders’ equity for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, 2005 and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company 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 therein2004, in light of the circumstances under which they were madeeach case audited by Spinco’s independent public accountants, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company whose report thereon is included in the Company SEC Reports comply as to form in all material respects therewith (such statements, together with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto, the “Spinco Financial Statements”), . Each of the Spinco Financial Statements (iiincluding the related notes) present fairlyfairly presents, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flow flows of Spinco and its consolidated Subsidiaries as of the respective dates or for the respective periods then ended subjectset forth therein, all in conformity with GAAP consistently applied during the case periods involved except as otherwise noted therein. (ii) Each of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein principal executive officer of Spinco and the fact that certain information principal financial officer of Spinco (or each former principal executive officer of Spinco and notes each former principal financial officer of Spinco, as applicable) have been condensed made quarterly back-up certifications to the principal executive officer of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ and the principal financial officer of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ necessary to allow such officers of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to make all certifications required by Rule 13a-14 or omitted in accordance with 15d-14 under the Exchange Act and Sections 302 and 906 of the rules promulgated thereunderSarbanes Act with respect to the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ SEC Reports and the statements contained in such certifications of such officers of Spinco are true, complete and correct. For purposes of this Section 5.3(d), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes Act and applying such terms to Spinco as though it were a separate reporting company under the Exchange Act. (iii) Except as disclosed in the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ SEC Reports filed after October 1, 2003 and publicly available prior to the date hereof (the “▇▇▇▇▇▇▇-▇▇▇▇▇▇ Filed SEC Reports”) or in the Spinco Financial Statements, since October 1, 2005, Spinco and its Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a consolidated balance sheet of Spinco and its Subsidiaries or in all material respectsthe footnotes thereto prepared in conformity with GAAP, other than liabilities incurred in accordance with the books ordinary course of account and records of business or that, individually or in the Company except as indicated thereinaggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco.

Reports and Financial Statements. The Company Parent has previously furnished the Investors Company with true and complete copies of the Company's its (i) Registration Statement No. 333-8147 on Form S-1 effective October 3, 1996, as filed with the Securities and Exchange Commission (the "Commission"), (ii) Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 19961997, as filed with the Commission, (iii) Quarterly Report on Form 10-Q for the quarter ended December 31,1997, as filed with the Commission, (iv) proxy statements related to all meetings of its stockholders shareholders (whether annual or special) held since January 1October 4, 19951996, and (ivv) all other reports filed with or registration statements declared effective filed by Parent with the Commission since January 1October 4, 19951996, except registration statements on Form S-8 relating to employee benefit plansfor preliminary material, which are all the documents (other than preliminary material) that the Company Parent was required to file with the Commission since that date (the documents in clauses (i) through (ivv) being referred to herein collectively as the "Company Parent SEC Reports"). As of their respective dates, the Company Parent SEC Reports were duly filed and complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company Parent SEC Reports. As of their respective dates, the Company 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 consolidated financial statements and unaudited interim financial statements of the Company Parent included in the Company Parent SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto (except as may be indicated thereon or in the notes thereto). The financial statements included in the Company Parent SEC Reports (i) Reports: have been prepared in accordance with generally accepted accounting principles ("GAAP") in effect as of such time applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) ; present fairly, in all material respects, the financial position of the Company Parent and its Subsidiaries subsidiaries as at the dates thereof and the results of their operations and cash flow flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and adjustments, any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, respects in accordance with the books of account and records of Parent and its subsidiaries. As of December 31, 1997, there was no basis for any claim or liability of any nature against Parent or its subsidiaries, whether absolute, accrued, contingent or otherwise that would be required to be reflected on, or reserved against on a balance sheet of Parent, or in the Company except notes thereto, prepared in accordance with the published rules and regulations of the Commission and generally accepted accounting principles, which, alone or in the aggregate, has had, or would reasonably be expected to have, a Parent Material Adverse Effect, other than as indicated thereinreflected in the Parent SEC Reports.

Reports and Financial Statements. The Company has furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K KSB for the fiscal years ended December 31, 19941999, December 31, 1995 2000 and December 31, 19962001, as amended, as filed with the CommissionSEC, (ii) Quarterly Reports Report on Form 10-Q QSB for the quarters ended March 31, 1996, 2002 and June 30, 1996, and September 30, 19962002, as filed with the CommissionSEC, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 19952000, and (iv) all other reports filed with or registration statements declared effective by the Commission SEC since January 1, 19952000, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission SEC since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). The Company has timely made all filings required under the Exchange Act during the 12 months preceding the date of this Agreement. As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission SEC thereunder applicable to such Company SEC Reports. As of their respective dates, the Company 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 the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements included in the Company SEC Reports (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except (A) as may be indicated therein or in the notes thereto, or (B) in the case of unaudited interim financial statements, to the extent they may not include footnotes or may be condensed or summary statements), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, respects in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. (a) The Company has furnished filed all reports required to be filed by it under the Investors with true and complete copies Securities Exchange Act of 1934, as amended (the Company's (i“Exchange Act”), including, pursuant to Section 13(a) Annual Reports on Form 10-K or 15(d) thereof, for the fiscal three years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with preceding the Commission, date hereof (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) foregoing materials being collectively referred to herein collectively as the "Company “SEC Reports"”), on a timely basis, or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As At the respective times of their respective datesfiling, the Company SEC Reports were duly filed and complied as to form in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the Securities and Exchange Commission thereunder applicable to such Company SEC Reports(“SEC”) promulgated thereunder. As of their respective dates, the Company The SEC Reports did not contain and, with respect solely to any SEC Reports filed after the date hereof, to the best of the Company’s knowledge will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements and unaudited interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto), if any, included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published SEC’s rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) have been , were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), ) and fairly present (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments that are not material and any other adjustments described therein to the absence of footnotes) the financial position and stockholders’ equity of the Company as of the respective dates thereof and the fact that certain information consolidated earnings and notes have been condensed or omitted cash flows for the respective periods then ended. (c) The Company has a duly constituted audit committee of its Board of Directors (the “Audit Committee”), and such committee has operated in accordance with the Exchange Act laws and regulations applicable to the rules promulgated thereunder, and (iii) are in all material respects, Company. The Company’s independent public accountants have reviewed each interim financial statement in accordance with the books requirements of account applicable federal securities laws, the Audit Committee’s charter and records the Commission’s rules and regulations. The Company has received no communications from its independent public accountants that the independent public accountants are considering or are likely to consider issuing any report other than a clean, unqualified opinion as to the Company’s audited financial statements or have raised any unresolved issues with respect to any of the Company except as indicated thereinCompany’s interim financial statements.

Reports and Financial Statements. The Company has furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31Richmond County has timely filed all material reports, 1994together with any amendments required to be made with respect thereto, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, that they were required to file since June 30, 1996, and September 30, 1996, as filed 1999 with the CommissionSEC (collectively, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC ReportsRICHMOND COUNTY'S REPORTS"). As of their respective dates, the Company SEC none of Richmond County's Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain contained any untrue statement of a material fact or omit omitted 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 audited consolidated financial statements All of Richmond County's Reports complied in all material respects with the applicable requirements of the Exchange Act and unaudited interim the rules and regulations of the SEC promulgated thereunder. (ii) Each of the financial statements of the Company Richmond County included in Richmond County's Reports filed with the Company SEC Reports comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements included in Richmond County's Reports were prepared from the Company SEC Reports (i) have been books and records of Richmond County and its subsidiaries, fairly present the consolidated financial position of Richmond County and its subsidiaries in each case at and as of the dates indicated and the consolidated results of operations, retained earnings and cash flows of Richmond County and its subsidiaries for the periods indicated, and, except as otherwise set forth in the notes thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for throughout the periods then ended subjectcovered thereby; PROVIDED, in the case of HOWEVER, that the unaudited financial statements for interim financial statements, periods are subject to normal year-end audit adjustments (which will not be material individually or in the aggregate) and any other adjustments described therein lack a statement of cash flows and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinfootnotes.

Reports and Financial Statements. 4.4.1 The Company has timely filed or, to the extent permissible, furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as all Company SEC Documents required to be filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, 2015 and (iv) prior to the Measurement Date and has timely paid all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports")fees due in connection therewith. As of their respective datesdates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, as of the dates of effectiveness and the dates of the relevant meetings, respectively), such Company SEC Reports were duly filed and Documents complied as to form in all material respects with the requirements of Applicable Law, including the Securities Act or Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Commission thereunder applicable to such Company SEC Reports. As Documents at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of their respective dates, the Company SEC Reports did not contain date of the last such amendment or superseding filing) contained any untrue statement of a material fact or omit omitted to state a 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. No Subsidiary of the Company is, or at any time since July 1, 2015, has been, required to file any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. 4.4.2 The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of the Company included in or incorporated by reference into the Company SEC Reports comply as Documents filed on or after January 1, 2016 and prior to form the date hereof (the “Company Financial Statements”) (i) fairly present in all material respects with applicable accounting requirements the consolidated financial position of the Securities Act Company and with its consolidated Subsidiaries, as at the published respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in stockholders’ equity and their consolidated cash flows for the respective periods then ended, subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the Commission SEC, (ii) were prepared in conformity with respect thereto. The financial statements included GAAP in effect as of the respective dates thereof (except, in the Company SEC Reports (i) have been prepared in accordance with generally accepted accounting principles ("GAAP"case of the unaudited statements, 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 notes thereto), (iiiii) present fairlyhave been derived from the books and records of the Company and its consolidated Subsidiaries, and (iv) comply in all material respectsrespects with the applicable accounting requirements and with the rules and regulations of the SEC, the financial position Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of the Company and its Subsidiaries as at the dates thereof have been, and the results of their operations and cash flow for the periods then ended subjectare being, maintained in the case of the unaudited interim financial statements, to normal year-end audit adjustments all material respects in accordance with GAAP and any other adjustments described therein applicable legal and accounting requirements. 4.4.3 Neither the fact that certain information and notes Company nor any of its Subsidiaries is a party to, nor does it have been condensed any commitment to become a party to, any joint venture, off-balance sheet partnership or omitted in accordance with any similar Contract (including any Contract relating to any transaction or relationship between or among the Exchange Act and Company or one of its Subsidiaries, on the rules promulgated thereunderone hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand) constituting an “off-balance sheet arrangement” (iiias defined in Item 303(a) are in all material respects, in accordance with of Regulation S-K promulgated by the books of account and records of the Company except as indicated thereinSEC).

Reports and Financial Statements. Shikaze Ralston and KPMG Peat Marwick LLP, which have rendered reports with respect to the financial statements included in the 1997 Form 10-KSB, are "independent public accountants" within the meaning of the Securities Act and the regulations promulgated thereunder. The Company has furnished the Investors Investor with true and complete copies of the Company's (i) Annual Reports Quarterly Report on Form 10-K QSB for the fiscal years quarter ended December 31April 30, 19941997, December 31the Company's Registration Statement on Form SB-2 (Registration No. 333-23137) as amended by Amendment Nos. 1 and 2 thereto, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on 1997 Form 10-Q for the quarters ended March 31, 1996, June 30, 1996KSB, and September 30the Company's definitive Management Information Circular and Proxy Statement dated October 29, 19961997 (collectively, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may beapplicable, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder applicable to such Company SEC Reports. As of their respective dates, the Company 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 the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Securities Act or the Exchange Act and the rules promulgated thereunder, and (iii) are are, in all material respects, in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The Company (a) Since January 1, 2002, MAF and each MAF Subsidiary have timely filed all reports, registrations and statements, together with any amendments thereto, that they were required to file with the SEC under Sections 12(b), 12(g), 13(a) or 14(a) of the Exchange Act, including, but not limited to Forms 10-K, Forms 10-Q and proxy statements (the “MAF Reports”). MAF has furnished the Investors with delivered or made available to National City true and complete copies of the Company's (i) Annual Reports each of MAF’s annual reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) 2002 through (iv) being referred to herein collectively as the "Company SEC Reports")2006. As of their respective dates, the Company SEC MAF Reports were duly filed and complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company 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 circumstance under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company MAF included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC MAF Reports (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") U.S. GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) fairly present fairly, in all material respects, the financial position of the Company MAF and its MAF Subsidiaries taken as a whole as at the respective dates thereof and the consolidated results of their operations and cash flow flows for the respective periods then ended subject, in the case of the unaudited interim financial statements, to normal year-year end and audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereundertherein, and (iii) are MAF has prepared an impairment analysis of the Real Estate on the balance sheet of MAF Developments, Inc. relating to the Springbank Project as of March 31, 2007, consistent with U.S. GAAP. The results of the impairment analysis indicate that MAF’s investment in the Springbank Project will be fully recovered over the life of the project. Since January 1, 2002, neither MAF nor any MAF Subsidiary has incurred any liability, contingent or otherwise of a type required to be disclosed in accordance with U.S. GAAP as in effect as of the respective dates of such financial statements, except as disclosed in the MAF Reports. (b) MAF has delivered or made available to National City true and complete copies of an unaudited income statement of MAF for the period of January 1, 2007 until March 31, 2007 and an unaudited balance sheet of MAF as of March 31, 2007 (the “MAF Unaudited Interim Financial Information”). The MAF Unaudited Interim Financial Information (i) has been accurately derived from the books and records of MAF, (ii) fairly presents, in all material respects, in accordance the financial condition and the results of operations of MAF and the MAF Subsidiaries taken as a whole as of the respective dates and for the periods indicated, and (iii) were prepared on a basis consistent with the books accounting principles and practices that MAF used to prepare its periodic income and financial statements for its quarterly report on Form 10-Q for September 30, 2006, except for new accounting standards that were adopted subsequent to September 30, 2006 and prior to March 31, 2007. MAF’s reserve for possible loan losses as shown in the MAF Unaudited Interim Financial Information was adequate, within the meaning of account U.S. GAAP and records of the Company except as indicated thereinsafe and sound banking practices.

Reports and Financial Statements. The Company has furnished the Investors with true filed all forms, reports, registration statements, and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as documents required to be filed by it with the Commission, Securities and Exchange Commission (ii"SEC") Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 19951995 (such forms, reports, registration statements, and (iv) all other reports filed documents, together with or registration statements declared effective by the Commission since January 1any amendments thereto, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC ReportsFilings"). As of their respective dates, the Company SEC Reports were duly filed and Filings (i) complied as to form in all material respects with the applicable requirements of the Securities Act or of 1933 and the rules and regulations thereunder (the "1933 Act") and the Securities Exchange Act of 1934 and the rules and regulations thereunder (the "1934 Act"), as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports (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 made therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company included or incorporated by reference in the Company SEC Reports comply as Filings, including but not limited to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The Company's audited financial statements included in at and for the year ended December 31, 1997 (the "Company SEC Reports 1997 Financials"), (i) have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), (ii) present fairly, complied as of their respective dates in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as at of the dates thereof and the results of their operations income, cash flows, and cash flow changes in shareholders' equity for the periods then ended involved (subject, in the case of the unaudited interim financial statements, to normal and recurring year-end audit adjustments which were not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect). The statements of earnings included in the audited or unaudited interim financial statements in the Company SEC Filings do not contain any items of special or nonrecurring income or any other adjustments described therein and income not earned in the fact that certain information and notes have been condensed or omitted ordinary course of business required to be disclosed separately in accordance with the Exchange Act and the rules promulgated thereunderGAAP, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinexpressly specified in the applicable statement of operations or notes thereto.

Reports and Financial Statements. The (a) Prior to the date hereof, GGP has delivered or made available to the Company has furnished the Investors with true or its representatives true, correct and complete copies of the Company's (i) Annual Reports on Form 10-K unaudited balance sheets of GGP and the GGP Subsidiaries as of December 31, 1998 and the related unaudited statements of income for the fiscal year then ended; (ii) unaudited balance sheets of GGP and the GGP Subsidiaries as of December 31, 1999 and 2000 and the related unaudited statements of income and cash flows for the fiscal years ended December 31, 1994, December 31, 1995 then ended; and December 31, 1996, (iii) unaudited balance sheets of GGP and the GGP Subsidiaries as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and of September 30, 19962001 and the related statements of income and cash flows for the nine-month period then ended (collectively, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC ReportsGGP REPORTS"). As of their respective dates, except as amended or supplemented prior to the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective datesdate hereof, the Company SEC GGP 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 and unaudited interim financial statements of the Company included in the Company SEC GGP Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (iithereto or as may be permitted by the rules and regulations applicable to the quarterly report on Form 10-Q) and fairly present fairly, in all material respects, respects the financial position of GGP and the Company and its GGP Subsidiaries as at of the dates thereof and the results of their operations and cash flow changes in financial position for the periods then ended reported (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and adjustments). (b) Not less than three business days prior to the fact that certain information and notes have been condensed or omitted in accordance date of filing of the Proxy Statement-Prospectus with the Exchange Act SEC, GGP shall deliver or make available to the Company or its representatives true, correct and complete copies of audited balance sheets of GGP and its subsidiaries as of December 31, 1999, 2000 and 2001 and related audited statements of income and cash flows for the rules promulgated thereunderfiscal years then ended, with related footnotes and (iii) are an unqualified audit opinion, which shall be similar in all material respectsrespects to the GGP Reports, in accordance with provided, however that (X) the books audited balance sheets and statements of account income and records cash flows shall not include such statements for the fiscal year that ended on December 31, 1998 and (Y) the audited balance sheets and statements of income and cash flows for the Company except as indicated thereinfiscal year that ended on December 31, 2001 shall reflect a full year rather than a nine-month period ending on September 30, 2001.

Reports and Financial Statements. The Company (a) Triarc has filed or furnished the Investors with true all forms, documents and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31reports required to be filed or furnished since January 2, 1994, December 31, 1995 and December 31, 1996, as filed 2006 by it with the Commission, SEC (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company “Triarc SEC Reports"Documents”). As of their respective dates, or, if amended, as of the Company date of the last such amendment (excluding any amendments made after the date of this Agreement), the Triarc SEC Reports were duly filed and Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Commission thereunder applicable to such Company Triarc SEC Reports. As of their respective dates, the Company SEC Reports did not contain Documents contained any untrue statement of a material fact or omit omitted to state a 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. To the knowledge of Triarc, none of the Triarc SEC Documents is the subject of any outstanding SEC comments or outstanding SEC investigation. No Subsidiary of Triarc is required to file any form or report with the SEC. (b) The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of the Company Triarc included in the Company Triarc SEC Reports comply as to form Documents fairly present in all material respects with applicable accounting requirements the consolidated financial position of Triarc 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 Securities Act unaudited statements, to normal year-end audit adjustments and with to any other adjustments described therein, including the published rules and regulations of the Commission with respect notes thereto. The financial statements included ) in the Company SEC Reports (i) have been prepared each case in accordance with generally accepted accounting principles GAAP ("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), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The Company has furnished the Investors with true and complete Purchasers have obtained copies of the Company's (i) Annual Reports on Form 10-K K/A for the fiscal years year ended December 31, 19941999, December 31, 1995 and December 31, 1996, as filed the Company's Proxy Statement in connection with the Commission1999 Annual Meeting of Stockholders, (ii) Quarterly Reports the Company's Registration Statement on Form S-2/A, dated January 12, 2001, the quarterly report on Form 10-Q for the quarters period ended March 31, 1996, June 30, 1996, and September 30, 19962000, as and a current report on Form 8-K dated August 8, 2000 filed by the Company with the CommissionSecurities and Exchange Commission (the "SEC"), in each case without exhibits thereto (iii) proxy statements related to collectively with all meetings filings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as SEC, the "Company SEC Reports"). As of their respective filing dates, the Company SEC Reports were duly filed and complied prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission SEC thereunder applicable to such Company SEC Reports. As of their respective datesThe SEC Reports, when read as a whole, as updated by the Company SEC Reports did Offering Memorandum, and the Offering Memorandum when read together with the exhibits thereto, do not contain any untrue statement statements of a material fact or and do not 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 the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present fairlyand fairly present, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their its operations and cash flow flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinsuch financial statements.

Reports and Financial Statements. The Company has furnished or made available to the Investors with Investor via the SEC’s ▇▇▇▇▇ filing system true and complete copies of the Company's ’s (i) Annual Reports on Form 10-K for the fiscal years year ended December 31, 1994, December 31, 1995 and December 31, 1996, 2012 as filed with the CommissionSEC, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 19952013, and (iviii) all other reports filed with or registration statements declared effective by the Commission SEC since January 1, 19952013, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission SEC since that date (the documents referred to in clauses (i) through (iv) iii), together with all accompanying exhibits and all information incorporated therein by reference, being referred to herein collectively as the "“Company SEC Reports"”). As of their respective dates, the Company SEC Reports were duly filed or furnished with the SEC and complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of promulgated by the Commission SEC and the NASDAQ Stock Market thereunder applicable to such Company SEC Reports. As Except to the extent that information contained in any Company SEC Report filed or furnished with the SEC and made publicly available prior to the date of this Agreement (a “Filed Company SEC Report”) has been revised or superseded by a later Filed Company SEC Report, as of their respective dates, none of the Filed Company SEC Reports did not contain contained any untrue statement of a material fact or omit 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 Each of the audited consolidated financial statements and unaudited interim financial statements of (including, in each case, the Company schedules and notes thereto) included in the Filed Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements (including the schedules and notes thereto) included in the Company Company’s SEC Reports (i) have been prepared in accordance with generally accepted accounting principles of the United States ("“GAAP"”) applied on a consistent basis (throughout the periods indicated, except as may be indicated therein or in the notes thereto)disclosed therein, and (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their its operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinended.

Reports and Financial Statements. KPMG Peat Marwick LLP, which rendered a report with respect to the financial statements included in the 1998 Form 10-KSB, are "independent public accountants" within the meaning of the Securities Act and the regulations promulgated thereunder. The Company has furnished the Investors Investor with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q QSB for the quarters ended March October 31, 19961998, June January 31, 1999, and April 30, 19961999, the Company's Registration Statement on Form SB-2 (Registration No. 333-23137) as amended by Amendment Nos. 1 and 2 and Post-Effective Amendment Nos. 1, 2 and 3 thereto, the 1998 Form 10-KSB, and September 30the Company's definitive Management Information Circular and Proxy Statement dated November 12, 19961998 (collectively, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may beapplicable, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder applicable to such Company SEC Reports. As of their respective dates, the Company 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 the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Securities Act or the Exchange Act and the rules promulgated thereunder, and (iii) are are, in all material respects, in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The filings required to be made by the Company or any of its subsidiaries since September 1, 1999 under the Exchange Act and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Delaware, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has furnished the Investors with made available to J Net a true and complete copies copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed Company or any of its subsidiaries with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and SEC since September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 19951999 (as such documents have since the time of their filing been amended, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans"Company SEC Reports"), which are all the documents (other than preliminary materialmaterials) that the Company was and its subsidiaries were required to file with the Commission SEC under the Exchange Act since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports")such date. As of their respective dates, the Company SEC Reports were duly Reports, including, without limitation, any financial statements or schedules included therein, at the time filed and (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports (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 light of the circumstances under which they were made, not misleading, except to the extent such documents may have been amended by a subsequent Company SEC Report. The Each of the audited consolidated financial statements and unaudited interim financial statements of (including, in each case, the Company notes, if any, thereto) included in the Company SEC Reports comply (collectively, the "Company Financial Statements") complied as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements included in the Company SEC Reports (i) have been , were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position thereto and except with respect to unaudited statements as permitted by Form 10-Q of the Company SEC) and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended fairly present (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to the Company and any other adjustments described therein and its subsidiaries, taken as a whole)) the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records consolidated financial position of the Company except as indicated thereinof the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby.

Reports and Financial Statements. The Since December 31, 1992, Parent and each of its Subsidiaries have filed all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by them under each of the Securities Act, the Exchange Act, applicable laws and regulations of Parent's and its Subsidiaries' jurisdictions of incorporation and the respective rules and regulations thereunder, all of which complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has delivered to the Company has furnished the Investors with true and complete copies of the Company's its (ia) Annual Reports on Form 10-K for the fiscal years ended December 31K, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996Q, and September 30, 1996, as Current Reports on Form 8-K filed by Parent or any of its subsidiaries with the CommissionSEC from January 1, 1993 until the date hereof, (iiib) proxy and information statements related relating to all meetings of its stockholders shareholders (whether annual or special) held since and actions by written consent in lieu of a shareholder's meeting from January 1, 19951993, until the date hereof and (ivc) all other reports filed with or registration statements declared effective filed by Parent or its subsidiaries with the Commission since SEC from January 1, 19951994, except until the date hereof (other than registration statements on Form S-8 relating to employee benefit plansand the registration statement on Form S-3 for the Parent Dividend Reinvestment Plan) (collectively, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company Parent SEC Reports") and (d) audited consolidated financial statements of Parent for the fiscal year ended December 31, 1996, and its unaudited consolidated financial statements for the three months ended March 31, 1997 and for the six months ended June 30, 1997 (collectively, the "Recent Parent Financial Statements"). As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company 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 consolidated financial statements and unaudited interim financial statements of the Company Parent included in the Company Parent SEC Reports comply and the Recent Parent Financial Statements (collectively, the "Parent Financial Statements") fairly present the financial position of Parent and its Subsidiaries as to form in all material respects with applicable accounting requirements of the Securities Act dates thereof and with the published rules results of their operations and regulations of cash flows for the Commission with respect thereto. The financial statements included periods then ended in the Company SEC Reports (i) have been prepared in accordance conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow 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 and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The Company has furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended South Jersey and South Jersey Savings have each timely filed all material reports, forms, registration statements and proxy or information statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 1994, December 31, 1995 and December 31, 1996, as filed 1997 with (A) the CommissionFDIC, (iiB) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the CommissionOTS, (iiiC) proxy statements related to all meetings the NJBD, (D) the National Association of its stockholders (whether annual or special) held since January 1Securities Dealers, 1995Inc., and (ivE) the SEC (collectively, "SOUTH JERSEY'S REPORTS") and have paid all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports")fees and assessments due and payable in connection therewith. As of their respective dates, the Company SEC none of South Jersey's Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain contained any untrue statement of a material fact or omit omitted 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 audited consolidated financial statements All of South Jersey's Reports filed with the SEC complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended ("EXCHANGE ACT"), and unaudited interim the rules and regulations of the SEC promulgated thereunder. (ii) Each of the financial statements of the Company South Jersey included in South Jersey's Reports filed with the Company SEC Reports comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements included in South Jersey's Reports were prepared from the Company SEC Reports (i) have been books and records of South Jersey and South Jersey Savings, fairly present the consolidated financial position of South Jersey and South Jersey Savings in each case at and as of the dates indicated and the consolidated results of operations, retained earnings and cash flows of South Jersey and South Jersey Savings for the periods indicated, and, except as otherwise set forth in the notes thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for throughout the periods then ended subjectcovered thereby; PROVIDED, in the case of HOWEVER, that the unaudited financial statements for interim financial statements, periods are subject to normal year-end audit adjustments (which will not be material individually or in the aggregate) and any other adjustments described therein lack a statement of cash flows and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinfootnotes.

Reports and Financial Statements. The Company has furnished filings required to be made by KCPL and the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held KCPL Subsidiaries since January 1, 19951992 under the Securities Act of 1933, as amended (the "Securities Act"); the Securities Exchange Act of 1934, as amended (the "Exchange Act"); the 1935 Act; the Federal Power Act (the "Power Act"); the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act") and applicable state public utility laws and regulations have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission ("NRC") or the 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 (iv) complied, as of their respective dates, in all other reports material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder, except for such filings the failure of which to have been made or to so comply would not result in a KCPL Material Adverse Effect. "KCPL SEC Reports" shall mean each report, schedule, registration statement and definitive proxy statement filed with the SEC by KCPL pursuant to the requirements of the Securities Act or registration statements declared effective by the Commission Exchange Act since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all 1992 (as such documents have since the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"time of their filing been amended). As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company KCPL 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 the Company KCPL included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company KCPL SEC Reports (icollectively, the "KCPL Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (iithereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present fairly, in all material respects, the financial position of the Company and its Subsidiaries KCPL as at of the dates thereof and the results of their its operations and cash flow flows for the periods then ended ended, subject, in the case of the unaudited interim financial statements, to normal year-end normal, recurring audit adjustments adjustments. True, accurate and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records complete copies of the Company except Restated Articles of Consolidation and by-laws of KCPL, as indicated thereinin effect on the date hereof, are included (or incorporated by reference) in the KCPL SEC Reports.

Reports and Financial Statements. The Company has furnished the Investors with true filed all forms, reports, registration statements, and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as documents required to be filed by it with the CommissionSecurities and Exchange Commission ("SEC") since October 11, 1996 (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31such forms, 1996reports, June 30, 1996registration statements, and September 30documents, 1996together with any amendments thereto, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC ReportsFilings"). As of their respective dates, the Company SEC Reports were duly filed and Filings (i) complied as to form in all material respects with the applicable requirements of the Securities Act or of 1933 and the rules and regulations thereunder (the "1933 Act") and the Securities Exchange Act of 1934 and the rules and regulations thereunder (the "1934 Act"), as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports (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 made therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company included or incorporated by reference in the Company SEC Reports comply as Filings, including but not limited to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The Company's audited financial statements included in at and for the year ended December 31, 1998 (the "Company SEC Reports 1998 Financials"), (i) have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), (ii) present fairly, complied as of their respective dates in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as at of the dates thereof and the results of their operations income, cash flows, and cash flow changes in stockholders' equity for the periods then ended involved (subject, in the case of the unaudited interim financial statements, to normal and recurring year-end audit adjustments that were not and are not, individually or in the aggregate, expected to have a Company Material Adverse Effect). The statements of earnings included in the audited or unaudited interim financial statements in the Company SEC Filings do not contain any items of special or nonrecurring income or any other adjustments described therein and income not earned in the fact that certain information and notes have been condensed or omitted ordinary course of business required to be disclosed separately in accordance with the Exchange Act and the rules promulgated thereunderGAAP, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinexpressly specified in the applicable statement of operations or notes thereto.

Reports and Financial Statements. The filings required to be made by the Company has furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held subsidiaries since January 1, 19951995 under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), the Federal Power Act, as amended (the "Power Act") and applicable state public utility laws and regulations have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC") or the 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 (iv) complied, as of their respective dates, in all other reports material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. The Company has delivered or made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed with or registration statements declared effective by the Commission Company with the SEC since January 1, 19951995 (as such documents have since the time of their filing been amended, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company 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 the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of (collectively, the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the "Company SEC Reports (iFinancial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (iithereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flow flows for the periods then ended subjectended. True, in the case accurate and complete copies of the unaudited interim financial statementsarticles of incorporation and by-laws of the Company, to normal year-end audit adjustments and any other adjustments described therein and as in effect on the fact that certain information and notes date hereof, have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinmade available to Parent.

Reports and Financial Statements. (a) The Company has previously furnished the Investors with to Purchaser true and complete copies of (a) all annual reports filed by Company with the Company's SEC pursuant to the Securities Exchange Act of 1934, as amended (i) Annual Reports on Form 10-K for the fiscal years ended "Exchange Act"), since December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission1995, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (ivb) all other reports filed with or the SEC since December 31, 1995, and (c) any registration statements (other than Form S-8s) of Company declared effective by the Commission SEC since January 1December 31, 1995, except registration . The consolidated financial statements of Company and its subsidiaries included in the Company's most recent report on Form S-8 relating to employee benefit plans, which are all 20-F and any other reports filed with the documents (other than preliminary material) that SEC by the Company was required to file with under the Commission since that date Exchange Act subsequent thereto (clauses (i) through (iv) being referred to herein collectively as collectively, the "Company SEC Reports") were, or (if filed after the date hereof) will be, prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved and fairly present, or will fairly present, the consolidated financial position for Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended (except with respect to interim period financial statements, for normal year-end adjustments which are not material and for the absence of footnotes). As The Company Reports did not at the time each of their respective dates, the Company SEC Reports were duly was filed and complied in all material respects with the requirements SEC (or, if amended or superseded by a subsequent filing, then on the date of the Securities Act or the Exchange Act, as the case may besuch filing), and (if filed after the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did 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 whey they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Since December 31, 1995, the Company included in has filed with the SEC all reports required to be filed by the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with under the Exchange Act and the rules promulgated thereunderand regulations of the SEC. (b) Included in Section 3.5(b) of the Company Disclosure Schedule are preliminary unaudited consolidated financial statements of the Company and its subsidiaries for the year ended December 31, 1998 (the "1998 Preliminary Statements"). As soon as they become available and prior to the Closing Date, the Company will deliver to the Purchaser audited financial statements of Company and its subsidiaries for the year ended December 31, 1998 (the "1998 Audited Statements"). The 1998 Preliminary Statements were, and (iii) are in all material respectsthe 1998 Audited Statements will be, prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the books periods involved and fairly present, or will fairly present, the consolidated financial position for Company and its subsidiaries as of account the date thereof and records the consolidated results of their operations and changes in financial position for the period then ended. Except as set forth in Section 3.5(b) of the Company except as indicated thereinDisclosure Schedule, the 1998 Preliminary Statements and the 1998 Audited Statements will not differ in any material respect.

Reports and Financial Statements. The Company has furnished or made available to the Investors Investors, via its ▇▇▇▇▇ filings with the SEC, true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 19942003, December 31, 1995 2002 and December 31, 19962001, as amended, as filed with the CommissionSEC, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996proxy statements, as filed with the Commissionamended, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 19952002, and (iviii) all other reports filed with or registration statements declared effective by the Commission SEC since January 1, 19952002, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission SEC since that date (the documents referred to in clauses (i) through (iv) iii), together with all accompanying exhibits and all information incorporated therein by reference, being referred to herein collectively as the "Company SEC Reports"). The Company has timely made all filings and furnishings with the SEC pursuant to the Exchange Act during the 12 months preceding the date of this Agreement. As of their respective dates, the Company SEC Reports were duly filed or furnished with the SEC and complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of promulgated by the Commission SEC and NASDAQ Stock Market thereunder applicable to such Company SEC Reports. As Except to the extent that information contained in any Company SEC Report filed or furnished with the SEC and made publicly available prior to the date of this Agreement (a "Filed Company SEC Report") has been revised or superseded by a later Filed Company SEC Report, as of their respective dates, none of the Filed Company SEC Reports did not contain contained any untrue statement of a material fact or omit 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 audited consolidated financial statements and unaudited interim financial statements of the Company included in the Filed Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements (including the schedules and notes thereto) included in the Company Company's SEC Reports (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), and (ii) present fairly, in all material respects, respects the financial position of the Company and its Subsidiaries Subsidiary as at the dates thereof and the results of their operations and cash flow for the periods then ended subjectended, except that the unaudited financial statements may not be in the case accordance with GAAP because of the unaudited interim financial statements, absence of footnotes normally contained therein and are subject to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinadjustments.

Reports and Financial Statements. The Company has filed on a timely basis all forms, reports and documents with the SEC required to be filed by it under the Securities Act or the Exchange Act since January 1, 2000 (collectively, other than preliminary material, the "Company SEC Filings"). The Company has heretofore furnished the Investors with or made available to Parent true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports")Filings filed prior to the date hereof. As of their respective dates, each of the Company SEC Reports were duly filed and Filings complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Act and the rules and regulations thereunder, and none of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain Filings contained as of such date any untrue statement of a material fact or omit 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 audited consolidated financial statements and unaudited interim financial statements of the Company misleading (except that no representation or warranty is made with respect to any information regarding Parent or its Affiliates included in the Company SEC Reports comply Filings which was furnished by Parent or its Affiliates expressly for use therein). When filed with the SEC, the financial statements (including the related notes) included in the Company SEC Filings complied as to form in all material respects with the applicable accounting requirements of the Securities Act or the Exchange Act and with the published applicable rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) have been thereunder and were prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis (except as may be indicated therein or in the notes schedules thereto), (ii) present fairlyand such financial statements fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of their operations and their consolidated cash flow flows for the respective periods then ended ended, subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments adjustments. Except as and any other adjustments described to the extent reflected or reserved against in the financial statements included in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2003 or as disclosed therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunderSchedule 4.4, and (iii) are in all material respects, in accordance with the books of account and records none of the Company except or any of its Subsidiaries, or to its knowledge, any of its Equity Affiliates, has any actual or potential liability or obligation of any kind, whether accrued, absolute, contingent, unliquidated or other, or whether due or to become due (including any liability for breach of contract, breach of warranty, torts, infringements, claims or lawsuits), that in the aggregate, insofar as indicated thereinthe Company can reasonably foresee, is reasonably likely to have a Company Material Adverse Effect or that individually is required by the applicable rules and regulations of the SEC and GAAP to be disclosed, reflected or reserved against in the Company's consolidated financial statements (including the notes thereto). Except as set forth on Schedule 4.4, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person.

Reports and Financial Statements. Except as set forth on Schedule 5.5 attached hereto, since December 31, 1995, the Company 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. The Company has furnished the Investors with true and complete previously delivered to Parent copies of the Company's its (ia) Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the CommissionSEC, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iiib) proxy and information statements related relating to (i) all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (ivii) actions by written consent in lieu of a stockholders' meeting from December 31, 1995 until the date hereof and (c) all other reports filed with reports, including quarterly reports, or registration statements declared effective filed by the Commission Company with the SEC since January 1December 31, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all 1995 (the documents (other than preliminary material) that the Company was required referred to file with the Commission since that date (in clauses (ia), (b) through and (ivc) being are collectively referred to herein collectively as the "Company SEC Reports"). As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company 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 consolidated financial statements of the Company included in such reports (collectively, the "Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (iFinancial Statements") have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) and fairly present fairly, in all material respects, the financial position of the Company and its Subsidiaries subsidiaries as at of the dates thereof and the results of their operations and cash flow changes in financial position for the periods then ended ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The Company has furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as timely filed all reports required to be filed with the Commission, Securities and Exchange Commission (iithe "SEC") Quarterly Reports on Form 10-Q for pursuant to the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with Exchange Act or the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held Securities Act since January 1, 19951995 (collectively, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"), and has previously made available to Parent true and complete copies of all such Company SEC Reports. As Such Company SEC Reports, as of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations none of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain contained any untrue statement of a material fact or omit 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 audited consolidated financial statements and unaudited interim financial statements of the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout the periods indicated (except as may be indicated therein or in otherwise noted therein) and fairly present the notes thereto), (ii) present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flow flows of the Company and its consolidated Subsidiaries as of the respective dates, and for the periods then ended subjectrespective periods, presented therein, except that in the case of the unaudited consolidated financial statements included in any Form 10-Q, the presentation and disclosures conform with the applicable rules of the Exchange Act, but include all adjustments necessary to conform to GAAP requirements with respect to interim financial statements. Except as set forth on Schedule 4.6, to normal year-end audit adjustments and since January 1, 1996, there has been no change in any other adjustments described therein and of the fact that certain information and notes have been condensed significant accounting (including tax accounting) policies, practices or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records procedures of the Company except or any of its consolidated Subsidiaries. References in this Agreement to the Company's consolidated financial statements shall be deemed to include the Company's financial statements with respect to any period or as indicated thereinof any date during which or which the Company did not have any consolidated Subsidiaries.

Reports and Financial Statements. The (a) All forms, documents and reports required to have been filed or furnished by the Company has furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held SEC since January 1, 19952021 (the “Company SEC Reports”) have been so filed and, and (iv) all other reports filed with or registration statements declared effective by as of the Commission since January 1date hereof, 1995, except registration statements are publicly available on Form S-8 relating to employee benefit plans, which are all ▇▇▇▇▇. None of the documents (other than preliminary material) that the Company was Company’s Subsidiaries is required to file any documents with the Commission since that SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date (clauses of this Agreement, then on the date of such filing): (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As each of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, Act (as the case may be, ); and the rules and regulations (ii) none of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein in such Company SEC Report or necessary in order to make the statements thereinin such Company SEC Report, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Reports is the subject of any ongoing review by the SEC. (b) The audited consolidated financial statements and unaudited interim financial statements of the Company included (including any related notes) contained or incorporated by reference in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports Reports: (i) have been were prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis throughout the periods covered (except as may be indicated therein or in the notes theretoto such financial statements or, in the case of unaudited financial statements, as permitted by the SEC and its rules and regulations), ; and (ii) present fairly, fairly presented in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of their operations and cash flow flows of the Company and its consolidated Subsidiaries for the periods then ended subject, covered in the case of the unaudited interim each statement. (c) The Company maintains disclosure controls and procedures and internal control over financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed reporting required by Rule 13a-15(e) or omitted in accordance with 15d-15(e) under the Exchange Act and internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the rules promulgated thereunder, Exchange Act) as required by the Exchange Act. Such disclosure controls and procedures are sufficient to provide reasonable assurances (i) that all material information concerning the Acquired Companies required to be disclosed is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents and (iiiii) are as to the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company Board and in a Company SEC Report (i) any significant deficiency or material weakness in the design or operation of its internal control over financial reporting that is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or any other employee who has (or has had) a significant role in the Company’s internal control over financial reporting. The Company is in compliance in all material respectsrespects with the applicable listing and other rules and regulations of the NASDAQ Stock Market and, since January 1, 2021, has not received any notice from the NASDAQ Stock Market asserting any non-compliance with such rules and regulations. (d) The Company is in compliance in all material respects with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act applicable to it. The Company has no outstanding, and has not arranged any outstanding, “extension of credit” to any director or executive officer within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) Between January 1, 2021 and the date of this Agreement, there have been no changes in any of the Company’s accounting policies or in the methods of making accounting estimates or changes in estimates that, individually or in the aggregate, are material and adverse to the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Reports, except as described in the Company SEC Reports. The reserves reflected in such financial statements contained in the Company SEC Reports have been determined and established in accordance with GAAP applied on a consistent basis. (f) Between January 1, 2021 and the books date of account this Agreement, there have not been any transactions, agreements, arrangements or understandings between any Acquired Company and records any other Person that would be required to be disclosed in filings with the SEC under the Securities Act or the Exchange Act pursuant to Item 404 of the Company except as indicated thereinRegulation S-K which has not been disclosed in a Filed SEC Report.

Reports and Financial Statements. The Company (a) Galaxy has filed or furnished all forms, documents and reports required to be filed or furnished prior to the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed date hereof by it with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held SEC since January 1, 19952005 (the “Galaxy SEC Documents”), and (iv) all other reports filed with or registration statements declared effective by each of which, in each case as of its date, or, if amended, as finally amended prior to the Commission since January 1date of this Agreement, 1995, except registration statements on Form S-8 relating complied as to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, the Company SEC Reports were duly filed and complied form in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, as of the Commission thereunder applicable to such Company date filed with the SEC, and none of the Galaxy SEC Reports. As of their respective dates, the Company SEC Reports did not contain Documents contained any untrue statement of a material fact or omit omitted to state a 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. As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the Galaxy SEC Documents. (b) The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of the Company Galaxy included in the Company Galaxy SEC Reports Documents (if amended, as of the date of the last such amendment filed prior to the date hereof) comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The , fairly present in all material respects the consolidated financial statements included position of Galaxy 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 Company SEC Reports case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (i) have been prepared except, in accordance with generally accepted accounting principles ("GAAP"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), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The Parent has previously furnished to the Company has furnished the Investors with true and complete copies of the Companyof: (a) Parent's (i) Annual Reports on Form 10-K filed with the SEC for each of the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1994 through 1996, as filed with the Commission, ; (iib) Parent's Quarterly Reports on Form 10-Q filed with the SEC for the quarters ended March 31, 1996, 1997 and June 30, 19961997; (c) each definitive proxy statement filed by Parent with the SEC since December 31, and September 301994; (d) each final prospectus filed by Parent with the SEC since December 31, 1994, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by Parent with the SEC since December 31, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, the Company such reports, proxy statements and prospectuses (collectively, "Parent SEC Reports were duly filed and Reports") (i) complied as to form in all material respects respect with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports 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 light of the circumstances under which they were made, not misleading; provided, that the foregoing clause (ii) shall not apply to the financial statements included in the Parent SEC Reports (which are covered by the following sentence). The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company Parent SEC Reports (iincluding any related notes and schedules) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) fairly present fairly, in all material respects, the financial position of the Company Parent and its consolidated Subsidiaries as at of the dates thereof and the results of their operations and their cash flow flows for the periods or as of the dates then ended (subject, in the case of the unaudited interim financial statementswhere appropriate, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted adjustments), in each case in accordance with past practice and GAAP consistently applied during the Exchange Act periods involved (except as otherwise disclosed in the notes thereto and except that the unaudited financial statements therein do not contain all of the footnote disclosures required by GAAP). Since September 30, 1996, Parent has timely filed all material reports, registration statements and other filings required to be filed by it with the SEC under the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records regulations of the Company except as indicated thereinSEC.

Reports and Financial Statements. The Company has furnished or made available to the Investors Investors, via its ▇▇▇▇▇ filings with the SEC, true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 19942003, December 31, 1995 2002, December 31, 2001, and December 31, 19962000, as amended, as filed with the CommissionSEC, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996proxy statements, as filed with the Commissionamended, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1March 27, 19952000, and (iviii) all other reports filed with or registration statements declared effective by the Commission SEC since January 1March 27, 19952000, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission SEC since that date (the documents referred to in clauses (i) through (iv) iii), together with all accompanying exhibits and all information incorporated therein by reference, being referred to herein collectively as the "Company SEC Reports"). The Company has timely made all filings and furnishings with the SEC required of the Company pursuant to the Exchange Act during the 12 months preceding the date of this Agreement. As of their respective dates, the Company SEC Reports were duly filed or furnished with the SEC and complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of promulgated by the Commission SEC and NASDAQ Stock Market thereunder applicable to such Company SEC Reports. As Except to the extent that information contained in any Company SEC Report filed or furnished with the SEC and made publicly available prior to the date of this Agreement (a "Filed Company SEC Report") has been revised or superseded by a later Filed Company SEC Report, as of their respective dates, none of the Filed Company SEC Reports did not contain contained any untrue statement of a material fact or omit 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 audited consolidated financial statements and unaudited interim financial statements of the Company included in the Filed Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements (including the schedules and notes thereto) included in the Company Company's SEC Reports (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (throughout the periods indicated, except as may be indicated therein or in the notes thereto)disclosed therein, and (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their its operations and cash flow for the periods then ended subjectended, except that the unaudited financial statements may not be in the case accordance with GAAP because of the unaudited interim financial statements, absence of footnotes normally contained therein and are subject to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinadjustments.

Reports and Financial Statements. The Company has furnished or made available to the Investors with Investor via the SEC’s ▇▇▇▇▇ filing system true and complete copies of the Company's ’s (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 19942006, December 31, 1995 2005, and December 31, 19962004, as filed with the CommissionSEC, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 19952004, and (iviii) all other reports filed with or registration statements declared effective by the Commission SEC since January 1, 19952004, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission SEC since that date (the documents referred to in clauses (i) through (iv) iii), together with all accompanying exhibits and all information incorporated therein by reference, being referred to herein collectively as the "“Company SEC Reports"”). The Company has timely made all filings and furnishings with the SEC required of the Company pursuant to the Exchange Act during the 12 months preceding the date of this Agreement. As of their respective dates, the Company SEC Reports were duly filed or furnished with the SEC and complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of promulgated by the Commission SEC and the NASDAQ Stock Market thereunder applicable to such Company SEC Reports. As Except to the extent that information contained in any Company SEC Report filed or furnished with the SEC and made publicly available prior to the date of this Agreement (a “Filed Company SEC Report”) has been revised or superseded by a later Filed Company SEC Report, as of their respective dates, none of the Filed Company SEC Reports did not contain contained any untrue statement of a material fact or omit 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 Each of the audited consolidated financial statements and unaudited interim financial statements of (including, in each case, the Company schedules and notes thereto) included in the Filed Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements (including the schedules and notes thereto) included in the Company Company’s SEC Reports (i) have been prepared in accordance with generally accepted accounting principles of the United States ("“GAAP"”) applied on a consistent basis (throughout the periods indicated, except as may be indicated therein or in the notes thereto)disclosed therein, and (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their its operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinended.

Reports and Financial Statements. The Company has furnished the Investors Investor with true and complete copies of the Company's (i) Annual Reports on Form 10-K KSB for the fiscal years ended December 31, 19941998, December 31, 1995 1999 and December 31, 19962000, as amended, as filed with the CommissionSEC, (ii) Quarterly Reports Report on Form 10-Q QSB for the quarters quarter ended March 31, 1996, June 30, 1996, and September 30, 19962001, as filed with the CommissionSEC, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 19951999, and (iv) all other reports filed with or registration statements declared effective by the Commission SEC since January 1, 19951999, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission SEC since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). The Company has timely made all filings required under the Exchange Act during the 12 months preceding the date of this Agreement. As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission SEC thereunder applicable to such Company SEC Reports. As of their respective dates, the Company 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 the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements included in the Company SEC Reports (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, respects in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The Company has furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10All of the registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by ▇▇▇▇▇▇▇-K for the fiscal years ended December 31, 1994, December 31, 1995 ▇▇▇▇▇▇ and December 31, 1996, as filed its Subsidiaries with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held SEC since January October 1, 19952003 (collectively, and (iv) including all other reports filed with or registration statements declared effective by exhibits thereto, the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company “▇▇▇▇▇▇▇-▇▇▇▇▇▇ SEC Reports"”) at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing). As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or Act, the Exchange Act, as the case may be, Sarbanes Act and the NYSE and the rules and regulations promulgated thereunder, as applicable, and none of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company ▇▇▇▇▇▇▇-▇▇▇▇▇▇ SEC Reports did not contain contained any untrue statement of a material fact or omit 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 audited consolidated financial statements All ▇▇▇▇▇▇▇-▇▇▇▇▇▇ SEC Reports, as of their respective filing dates (and unaudited interim financial statements as of the Company included in date of any amendment to the Company respective ▇▇▇▇▇▇▇-▇▇▇▇▇▇ SEC Reports comply Report), complied as to form in all material respects to the extent in effect at the time of filing, with the applicable accounting requirements of the Securities Act, the Exchange Act, the Sarbanes Act and with the published NYSE and the rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), promulgated thereunder. (ii) present fairly, in all material respects, the financial position Each of the Company and its Subsidiaries as at the dates thereof principal executive officer of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ and the results principal financial officer of their operations ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (or each former principal executive officer of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ and cash flow for the periods then ended subjecteach former principal financial officer of ▇▇▇▇▇▇▇-▇▇▇▇▇▇, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed as applicable) has made all certifications required by Rule 13a-14 or omitted in accordance with 15d-14 under the Exchange Act and Sections 302 and 906 of the rules promulgated thereunderSarbanes Act with respect to the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ SEC Reports and the statements contained in such certifications are true, complete and correct. For purposes of this Section 5.2(d), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes Act. (iii) are ▇▇▇▇▇▇▇-▇▇▇▇▇▇ and its Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in all material respects, 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 the books of account GAAP. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (A) has designed and records maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Company except Exchange Act) to ensure that material information required to be disclosed by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (with respect to Spinco and its Subsidiaries) in the reports that ▇▇▇▇▇▇▇-▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇-▇▇▇▇▇▇’▇ management as indicated thereinappropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ required under the Exchange Act with respect to such reports and (B) has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date hereof to its auditors and the audit committee of its Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of ▇▇▇▇▇▇▇-▇▇▇▇▇▇’▇ internal controls over financial reporting (with respect to Spinco and its Subsidiaries) that are reasonably likely to adversely affect in any material respect ▇▇▇▇▇▇▇-▇▇▇▇▇▇’▇ ability to record, process, summarize and report financial information (with respect to Spinco and its Subsidiaries) and (y) any fraud, whether or not material, that involves management or other employees of Spinco or its Subsidiaries who have a significant role in ▇▇▇▇▇▇▇-▇▇▇▇▇▇’▇ internal controls over financial reporting. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ and Spinco have delivered to Regis any such disclosure made by management to ▇▇▇▇▇▇▇-▇▇▇▇▇▇’▇ auditors and the audit committee of ▇▇▇▇▇▇▇-▇▇▇▇▇▇’▇ Board of Directors.

Reports and Financial Statements. The Company has furnished the Investors with true filed all forms, reports, registration statements, and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as documents required to be filed by it with the Commission, Securities and Exchange Commission (ii"SEC") Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 19951995 (such forms, reports, registration statements, and (iv) all other reports filed documents, together with or registration statements declared effective by the Commission since January 1any amendments thereto, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC ReportsFilings"). As of their respective dates, the Company SEC Reports were duly filed and Filings (i) complied as to form in all material respects with the applicable requirements of the Securities Act or of 1933 and the rules and regulations thereunder (the "1933 Act") and the Securities Exchange Act of 1934 and the rules and regulations thereunder (the "1934 Act"), as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports (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 made therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company included or incorporated by reference in the Company SEC Reports comply as Filings, including but not limited to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The Company's audited financial statements included in at and for the year ended December 31, 1997 (the "Company SEC Reports 1997 Financials"), (i) have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal the absence of notes and to year-end audit adjustments and any other adjustments described therein adjustments, (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the fact that certain information published rules and notes have been condensed or omitted in accordance regulations of the SEC with the Exchange Act and the rules promulgated thereunderrespect thereto, and (iii) are in all material respects, in accordance with fairly presented the books of account and records consolidated financial position of the Company as of the dates thereof and the income, cash flows, and changes in shareholders' equity for the periods involved. The statements of earnings included in the audited or unaudited interim financial statements in the Company SEC Filings do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business, except as indicated thereinexpressly specified in the applicable statement of operations or notes thereto. Prior to the date hereof, the Company has delivered to Parent complete and accurate copies of all Company SEC Filings since January 1, 1995. The Company has also delivered to Parent complete and accurate copies of all statements on Schedule 13D and Schedule 13G known to the Company to have been filed with the SEC since January 1, 1997, with respect to capital stock of the Company. Since January 1, 1997, the Company has filed in a timely manner all reports required to be filed by it pursuant to Sections 13, 14, or 15(d) of the ▇▇▇▇ ▇▇▇.

Reports and Financial Statements. (a) The Company has filed or furnished the Investors with true all forms, statements, certifications, documents and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as reports required to be filed or furnished by it with the Commission, (ii) Quarterly Reports on Form 10-Q for DFSA and the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held Danish Business Authority since January 1, 1995, 2020 (as amended and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating supplemented from time to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective datestime, the “Company SEC Reports were duly filed and Filing 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 as to form in all material respects with the applicable requirements of the Securities Act or DFSA and the Exchange ActDanish Business Authority and, as the case may be, and the applicable rules and regulations promulgated thereunder, as of the Commission thereunder applicable date filed pursuant to such Company SEC Reports. As guidance promulgated by the DFSA and the Danish Business Authority, and none of their respective dates, the Company SEC Reports did not contain Filing Documents contained any untrue statement of a material fact or omit omitted to state a 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. As of the date of this Agreement, there are no outstanding or unresolved comments received from the DFSA and the Danish Business Authority with respect to any of the Company Filing Documents, and, to the Knowledge of the Company, none of the Company Filing Documents is the subject of an ongoing DFSA review or investigation. (b) The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of the Company and its Significant Subsidiaries included in the Company SEC Reports comply Filing Documents (if amended, as to form of the date of the last such amendment) fairly presented in all material respects with applicable accounting requirements the consolidated financial position of the Securities Act Company and with its consolidated Significant Subsidiaries, as at the published rules respective dates thereof, and regulations the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the Commission with respect unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto. The financial statements included in the Company SEC Reports (i) have been ), and were prepared in accordance all material respects in conformity with generally accepted accounting principles ("GAAP") IFRS applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, . None of the financial position Significant Subsidiaries of the Company and its Subsidiaries as at is required to file periodic reports with the dates thereof DFSA and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinDanish Business Authority.

Reports and Financial Statements. The Company has furnished the Investors with true and complete copies of the Company's (ia) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since Since January 1, 19952016, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was has timely filed or furnished all forms, certifications, schedules, exhibits, documents and reports with the SEC (such forms, certifications, schedules, exhibits, documents and reports, the “Company SEC Documents”) required to file be filed or furnished by it with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports")SEC. As of their respective dates, or, if amended, as of the date of (and giving effect to) the last such amendment, (i) the Company SEC Reports were duly filed and Documents complied in all material respects with the requirements of the Securities Act or Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to such Company SEC Reports. As Documents, each as in effect as of their respective dates, the date the applicable Company SEC Document was so filed or furnished and (ii) none of the Company SEC Reports did not contain Documents contained any untrue statement of a material fact or omit omitted to state a 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. Since January 1, 2016, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. The audited Company has made available to Parent true and complete copies of all comment letters and any other material correspondence between the SEC, on the one hand, and the Company or any Company Subsidiaries, on the other hand, since January 1, 2016 and prior to the date hereof that were not available on the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. As of the date hereof, there are no outstanding or unresolved comments in a comment letter received from the SEC staff with respect to any Company SEC Document and, to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing review by the SEC. (b) The consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports Documents (i) have been prepared in accordance with generally accepted accounting principles United States Generally Accepted Accounting Principles ("“GAAP"”) (except, in the case of the unaudited statements, to the extent permitted by the SEC) in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto), (ii) present fairly, when filed complied as to form in all material respects, 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 (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries consolidated Subsidiaries, as at the respective dates thereof thereof, and the consolidated results of their operations and their consolidated cash flow flows for the respective periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and to any other adjustments described therein therein, as well as condensed notes). (c) The Company has established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that all information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. The Company has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurances regarding the reliability of financial reporting for the Company. Neither the Company nor any of the Company Subsidiaries, nor, to the Knowledge of the Company, any Representative of the Company or any of the Company Subsidiaries has received in writing any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices. (d) Each of the chief executive officer of the Company and the fact that certain information and notes have been condensed chief financial officer of the Company has made all certifications required by Rule 13a-14 or omitted in accordance with 15d-14 under the Exchange Act and Sections 302 and 906 of the rules promulgated thereunder▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Company SEC Documents, and (iii) are the statements contained in such certifications were accurate in all material respects, in accordance with the books of account and records respects as of the Company except as indicated thereindate of such certifications.

Reports and Financial Statements. (a) The Company has furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K KSB for the fiscal years ended December 31, 19942001, as amended, December 31, 1995 2002, as amended, and December 31, 19962003, as filed with the CommissionSEC, (ii) Quarterly Reports on Form 10-Q QSB for the quarters quarter ended March 31April 4, 1996, June 30, 1996, and September 30, 19962004, as filed with the CommissionSEC, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 19952002, and (iv) all other reports filed with or registration statements declared effective by the Commission SEC since January 1, 19952002, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission SEC since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). The Company has timely made all filings required under the Exchange Act during the 12 months preceding the date of this Agreement. As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission SEC thereunder applicable to such Company SEC Reports, including, but not limited to, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of their respective dates, the Company 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. . (b) The audited consolidated financial statements and unaudited interim financial statements of the Company included in the Company SEC Reports comply (i) complied as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements included in the Company SEC Reports , (iii) have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis (except (A) as may be indicated therein or in the notes thereto, or (B) in the case of unaudited interim financial statements, to the extent they may not include footnotes or may be condensed or summary statements), (iiiii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iiiiv) are in all material respects, respects in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The Company has furnished the Investors with true and complete copies of the Company's (ia) Annual Reports on Form 10-K for the fiscal years ended From December 31, 19942022, December 31through the date of this Agreement, 1995 and December 31, 1996, as First Majestic has filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are furnished all the documents (other than preliminary material) that the Company was First Majestic SEDAR+ Documents required to file with be filed or furnished prior to the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports")hereof by it. As of their respective dates, or, if amended, as of the Company SEC Reports were duly filed date of (and giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), each of the First Majestic SEDAR+ Documents complied in all material respects with the requirements of the Canadian Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations none of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain First Majestic SEDAR+ Documents contained any untrue statement of Misrepresentation. (b) There has been no change in a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, change in light any of the circumstances information contained in the First Majestic SEDAR+ Documents, except for changes in material facts or material changes that are reflected in a subsequently filed document included in the First Majestic SEDAR+ Documents. First Majestic has not filed any confidential material change report with any Governmental Entity which at the date of this Agreement remains confidential or any other confidential filings filed under which they were made, not misleading. applicable Canadian Securities Laws. (c) The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of First Majestic and the Company First Majestic Subsidiaries included in the Company SEC Reports comply as to form First Majestic SEDAR+ Documents when filed fairly present in all material respects with applicable accounting requirements the consolidated financial position of First Majestic 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 Securities Act unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") IFRS applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The filings required to be made by the Company or any of its subsidiaries since December 31, 1999 under the Exchange Act and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Delaware, as the case may be, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has furnished the Investors with made available to DGAC a true and complete copies copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company's (i) Annual Reports on Form 10-K for Company or any of its subsidiaries with the fiscal years ended SEC since December 31, 19941999 (as such documents have since the time of their filing been amended, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, the Company SEC Reports were duly filed and Reports, at the time (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports (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 light of the circumstances under which they were made, not misleading. The Each of the audited consolidated financial statements and unaudited interim financial statements of (including, in each case, the Company notes, if any, thereto) included in the Company SEC Reports comply (collectively, the "Company Financial Statements") complied as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements included in the Company SEC Reports (i) have been , were prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position thereto and except with respect to unaudited statements as permitted by Form 10-Q of the Company SEC) and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended fairly present (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments and any other adjustments described therein and adjustments) the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records consolidated financial position of the Company except as indicated thereinof the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby.

Reports and Financial Statements. The Company has previously furnished the Investors with to Newco, or its Affiliates or representatives, true and complete copies of of: (a) the Company's (i) Annual Reports on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for each of the years ended November 30, 1997 and 1998; and the Company's audited consolidated financial statements for the fiscal years year ended December 31November 28, 1994, December 31, 1995 and December 31, 1996, as 1999 (the "1999 Financial Statements"); (b) each definitive proxy statement filed by the Company with the CommissionSEC on or after February 27, 1998; (iic) all Current Reports on Form 8-K and Quarterly Reports on Form 10-Q for filed by the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed Company with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held SEC since January December 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses 1998. (i) through (iv) being referred complied as to herein collectively as the "Company SEC Reports"). As of their respective dates, the Company SEC Reports were duly filed and complied form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, Act and the rules and regulations of the Commission promulgated thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports 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 light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Report has been revised or superseded by a later filed Company SEC Report, none of the Company 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, in light of the circumstances under which they were made, not misleading. The (i) audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), and (ii) present fairly1999 Financial Statements (including, in all material respectseach case, any related notes and schedules) fairly present the financial position of the Company and its consolidated Subsidiaries as at of the dates thereof and the results of their operations and cash flow flows for the periods or as of the dates then ended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted adjustments), in each case in accordance with past practice and generally accepted accounting principles in the Exchange Act United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since December 1, 1998, the Company has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules promulgated thereunderand regulations of the SEC. None of the Company's Subsidiaries is required to file any forms, and (iii) are in all material respects, in accordance reports or other documents with the books of account and records of the Company except as indicated thereinSEC.

Reports and Financial Statements. The Company has previously furnished the Investors with or made available to Parent true and complete copies of the Company's its (i) Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 1994, December 31, 1995 and December 31, 19961998 (the "Company 10-K"), as filed with the Commission, and (ii) Quarterly Reports on Form 10-Q for all other reports and registration statements filed by the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed Company with the Commission, (iii) proxy statements related Commission pursuant to all meetings of its stockholders (whether annual the Exchange Act or special) held the Securities Act since January 1, 19951999, and as amended prior to the date hereof (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (described in clauses (i) through (ivii) (together with all subsequent filings referred to in the next two sentences) being referred to herein in this Agreement collectively as the "Company SEC Reports"). As of their respective dates or effective dates, the Company SEC Reports were duly filed and complied as to form in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports, except as the same may have been corrected, updated or superseded by means of a subsequent filing with the Commission prior to the date hereof. As of their respective datesdates or effective dates and except as the same may have been corrected, updated or superseded by means of a subsequent filing with the Commission prior to the date hereof, the Company 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. Since January 1, 1998, the Company has filed with the Commission all reports required to be filed therewith by it pursuant to the Exchange Act. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present fairlyand fairly present, in all material respects, the respective consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof indicated therein and the results of their operations and cash flow flows for the periods then ended subject, in the case of the unaudited interim consolidated financial statements, to the omission of notes and to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The Buyer has previously furnished or made available to the Company has furnished complete and accurate copies, as amended or supplemented, of all reports filed by the Investors with true and complete copies Buyer under Section 13 or subsections (a) or (c) of Section 14 of the CompanyExchange Act with the Securities and Exchange Commission (the "SEC"), since June 1, 2000 (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from June 1, 2000 through the date of this Agreement. The Buyer will deliver to the Company a copy of the Buyer's (i) Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with 2000 (the Commission, (ii) Quarterly Reports on Form "Buyer's 2000 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC ReportsK"), promptly after such report is filed. As of their respective dates, the Company SEC The Buyer Reports were duly filed and complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations thereunder when filed, and when filed the Buyer's 2000 10-K will comply in all material respects with the requirements of the Commission thereunder applicable to such Company SEC ReportsExchange Act and the rules and regulations thereunder. As of their respective dates, the Company SEC Buyer Reports did not contain contain, and when filed the Buyer's 2000 10-K 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 unaudited interim financial statements of the Company Buyer included in the Company Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Reports with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations, and cash flows of the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of the Buyer. When filed, the audited financial statements of the Buyer to be included in the Buyer's 2000 10-K (i) will comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements included in the Company SEC Reports thereto when filed, (iii) will have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto), (iiiii) will fairly present fairlythe consolidated financial condition, in all material respectsresults of operations, the financial position and cash flows of the Company and its Subsidiaries Buyer as at of the respective dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, referred to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereundertherein, and (iiiiv) are in all material respects, in accordance will be consistent with the books of account and records of the Company except as indicated thereinBuyer.

Reports and Financial Statements. The Company has furnished (a) All forms, reports, statements, certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) filed by the Investors with true Parent and complete copies any of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed its Subsidiaries with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held SEC since January 1, 19952011 (all such forms, reports, statements, certificates and (iv) all other reports documents filed with or registration statements declared effective by the Commission since January 1, 19952011, except registration statements on Form S-8 relating to employee benefit plansincluding any amendments thereto, which are all collectively, the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "“Company SEC Reports"). As ”) as of their respective dates, the Company SEC Reports were duly filed and dates complied in all material respects with the requirements of the Securities Act or Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company 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. promulgated thereunder. (b) The audited unaudited consolidated financial statements and unaudited interim financial statements of the Company (including any related notes thereto) set forth on Schedule 4.6(b) of the Company Disclosure Letter have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries at the respective dates thereof and the consolidated statements of operations and comprehensive income, cash flows and changes in stockholders’ equity for the periods indicated. The unaudited consolidated financial statements of the Company (including any related notes thereto) for all interim periods included in the Company SEC Reports comply or set forth on Schedule 4.6(b), as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) case may be, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto), (ii) and fairly present fairly, in all material respects, respects the consolidated financial position of the Company and its Subsidiaries as at of the respective dates thereof and the results consolidated statements of their operations and comprehensive income and cash flow flows for the periods then ended subjectindicated (subject to normal and recurring period-end adjustments that have not been and are not expected to be material to the Company and its Subsidiaries taken as a whole). (c) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Parent and any of its Subsidiaries, on the one hand, and any Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand), 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 Parent or any of its Subsidiaries in the case of the unaudited interim Parent’s consolidated financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The Company has furnished the Investors with true and complete copies of the Company's (ia) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since From January 1, 19952018 through the date of this Agreement, Seaways has filed or furnished all forms, documents and reports with the SEC (ivsuch forms, documents and reports, including all exhibits, supplements and schedules thereto, the “Seaways SEC Documents”) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with be filed or furnished prior to the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports")hereof by it. As of their respective dates, or, if amended, as of the Company date of (and giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), each of the Seaways SEC Reports were duly filed and Documents complied in all material respects with the requirements of the Securities Act or Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Commission thereunder applicable to such Company Seaways SEC Reports. As of their respective dates, the Company SEC Reports did not contain Documents contained any untrue statement of a any material fact or omit omitted to state a 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. No executive officer of Seaways has failed to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. None of the Seaways SEC Documents is, as of the date of this Agreement and to the knowledge of Seaways, the subject of ongoing SEC review or outstanding or unresolved comments. Seaways has, prior to the date hereof, provided Diamond or its Representatives with true, correct and complete copies of all SEC comment letters received and response letters submitted and other correspondence between the SEC and Seaways or any Seaways Subsidiary with respect to the Seaways SEC 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) The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of Seaways and the Company Seaways Subsidiaries included in the Company Seaways SEC Reports comply Documents when filed (i) complied as to form in all material respects with the applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission NYSE with respect thereto. The thereto in effect at the time of such filing, (ii) fairly present in all material respects the consolidated financial statements included position of Seaways and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in shareholders’ equity and their consolidated cash flows for the respective periods then ended (subject, in the Company SEC Reports (icase of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto, none of which would be material) have been prepared in accordance conformity with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respectswere prepared from, and in accordance with with, the books of account and records of Seaways and the Company except as indicated thereinSeaways Subsidiaries.

Reports and Financial Statements. (a) Purchaser has filed all reports (including without limitation proxy statements) required to be filed with the United States Securities and Exchange Commission (the "SEC") during the twenty four months preceding the date of this Agreement (collectively, the "Purchaser SEC Reports"). The Company Purchaser SEC Reports were filed on a timely basis, and Purchaser has furnished or made available to the Investors with Stockholders true and complete copies of all the Company's (i) Annual Reports on Form 10-K for Purchaser SEC Reports. Non of the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996Purchaser SEC Reports, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective datesdates (as amended through the date hereof), the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain contained any untrue statement of a material fact or omit 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 audited consolidated financial statements and unaudited interim financial statements All of the Company included in Purchaser SEC Reports, as of their respective dates (as amended through the Company SEC Reports comply as to form date hereof), complied in all material respects with the applicable accounting requirements of the Securities Act of 1933 (the "Securities Act") and with the published Securities Exchange Act of 1934 (the "Exchange Act") and the applicable rules and regulations thereunder. (b) Purchaser previously has made available to the Stockholders correct and complete copies of its audited consolidated financial statements (including balance sheets, statements of operations and statements of cash flows, and, in each case, the related footnotes thereto) as of December 31, 1996 and December 31, 1997, and for each of the Commission with respect theretothree years in the period ended December 31, 1997, accompanied by the report of Grant Thornton LLP in the for▇ ▇▇▇▇▇▇▇▇▇ ▇▇ Purchaser's Annual Report to the SEC on Form 10-K for the year ended December 31, 1997 (the "Audited Purchaser Financial Statements"). The financial statements Each of the consolidated balance sheets included in the Company SEC Reports (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present Audited Purchaser Financial Statements presents fairly, in all material respects, the consolidated financial position of the Company Purchaser and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunderrespective date thereof, and (iii) are each of the other related consolidated statements included in such Audited Purchaser Financial Statements presents fairly, in all material respects, the consolidated results of operations and cash flows of Purchaser and its Subsidiaries for the respective periods thereof, all in accordance conformity with GAAP consistently applied during the books of account and records of the Company periods involved except as indicated otherwise noted therein.

Reports and Financial Statements. The Buyer has previously furnished or made available to the Company has furnished complete and accurate copies, as amended or supplemented, of (a) the Investors with true and complete copies of the CompanyBuyer's (i) Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 1994, December 31, 1995 and December 31, 19962002, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995SEC, and (ivb) all other reports filed with or registration statements declared effective by the Commission Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with the SEC since January 1, 19952001 (collectively, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Buyer Reports"). As The Buyer Reports constitute all of their respective datesthe documents required to be filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from January 1, 2001 through the Company SEC date of this Agreement. The Buyer Reports were duly filed and complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reportswhen filed. As of their respective dates, the Company SEC Buyer 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. As of the date of this Agreement, the Buyer is not obligated under the Exchange Act, or the rules and regulations thereunder, to amend or supplement any of the Buyer Reports. The audited consolidated financial statements and unaudited interim financial statements of the Company Buyer included in the Company SEC Buyer Reports comply (i) complied as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements included in the Company SEC Reports thereto when filed, (iii) have been were prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subjectand, in the case of the unaudited interim quarterly financial statements, to normal yearas permitted by Form 10-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with Q under the Exchange Act and the rules promulgated thereunderAct), and (iii) are in all material respectsfairly present the consolidated financial condition, in accordance with the books results of account operations and records cash flows of the Company except Buyer as indicated of the respective dates thereof and for the periods referred to therein. The Buyer is eligible to use SEC Form S-3 for the registration of any Earn-out Shares.

Reports and Financial Statements. The Company has previously furnished the Investors Acquisition with true and complete copies of the Company's (i) Annual Reports its Registration Statement on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996SB, as filed with the Commission, (ii) its Quarterly Reports on Form 10-Q QSB for the quarters ended March 31, 1996, June 30, 1996, 1997 and September 30, 19961997 and its Annual Report on Form 10-KSB for the year ended December 31, 1997, as filed with the Commission, Commission and (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective filed by the Company with the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (the documents listed in clauses (i) through (iviii) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company 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 the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The , and the financial statements included in the Company SEC Reports (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) and fairly present fairly, in all material respects, respects the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their its operations and cash flow changes in financial position for the periods then ended ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The Company Each Seller has furnished filed with the Investors with true SEC all forms, statements, reports and complete copies documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Company's 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. Each Seller has previously delivered to Parent copies (iincluding all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal years year ended December 31, 1994, December 31, 1995 1996 and December 31, 1996for the two immediately preceding fiscal years, as filed with the CommissionSEC, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iiib) proxy and information statements related relating to (i) all meetings of its stockholders (whether annual or special) held and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 19951994 (the documents referred to in clauses (a), (b) and (ivc) all other reports filed with or registration statements declared effective by prior to the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which date hereof are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being collectively referred to herein collectively as the "Company SELLERS SEC ReportsREPORTS"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company Sellers 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 and unaudited interim consolidated financial statements of the Company each Seller included in such reports (collectively, the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i"SELLERS FINANCIAL STATEMENTS") have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) and fairly present fairly, in all material respects, the financial position of the Company each Seller and its their respective Subsidiaries as at of the dates thereof and the results of their operations and cash flow changes in financial position for the periods then ended ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The Company (a) Except as set forth on Schedule 4.7 hereto, the Acquiror has furnished the Investors with true filed all reports, schedules, forms, statements and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as other documents required to be filed with the Commission, Securities and Exchange Commission (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC") pursuant to the Exchange Act since March 19, 1996 (collectively, the "Acquiror SEC ReportsDocuments"). As The Acquiror SEC Documents, and any reports, forms and documents filed by the Acquiror with the SEC after the date hereof, as amended, complied, or will comply, as of their respective dates, the Company SEC Reports were duly filed and complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission SEC promulgated thereunder applicable to the Acquiror SEC Documents, and except to the extent that information contained in any Acquiror SEC Document has been superseded by a later filed Acquiror SEC Document, none of such Company SEC Reports. As Documents, as of their respective dates, the Company SEC Reports did not contain contained any untrue statement of a material fact or omit 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. (b) The consolidated balance sheets and related consolidated statements of income, stockholders' equity and cash flows, and the related notes of the Acquiror as of and for the years ended December 31, 1997 and 1996 (the "Acquiror Audited Financial Statements") have been audited by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, P.C., independent accountants, in accordance with generally accepted auditing standards. The audited consolidated financial statements Acquiror AGREEMENT AND PLAN OF REORGANIZATION - 7 Audited Financial Statements and unaudited interim financial statements the balance sheet and related statement of income, stockholders' equity and cash flow as of and for the Company six month period ended June 30, 1998 (the "Acquiror Interim Financial Statements," and together with the Acquiror Audited Financial Statements, the "Acquiror Financial Statements") included in the Company Acquiror SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) Documents have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a basis consistent basis (except as may be indicated therein or in with prior periods, and present fairly the notes thereto), (ii) present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as Acquiror at the such dates thereof and the results of their operations and cash flow flows for the periods then ended subjectended, except, in the case of the Acquiror Interim Financial Statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. The Acquiror Interim Financial Statements reflect all adjustments (consisting only of normal, recurring adjustments) that are necessary for a fair statement of the results for the interim periods presented therein. Except as set forth in the Acquiror Interim Financial Statements or on Schedule 4.7 hereto, neither the Acquiror nor the Merger Sub, nor any of their respective assets, are subject to any liability, commitment, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) ("Undisclosed Liabilities"), except (i) as and to the extent reflected on the Acquiror's unaudited interim financial statementsbalance sheet as of June 30, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes 1998, or (ii) as may have been condensed incurred or omitted may have arisen since June 30, 1998 in accordance with the Exchange Act and the rules promulgated thereunderordinary course of business, and or (iii) that, individually or in the aggregate, have not had and are in all not reasonably likely to have a material respectsadverse effect on the financial condition, in accordance with the books results of account and records operations or business of the Company except Acquiror or the Merger Sub taken as indicated thereina whole (an "Acquiror Material Adverse Effect"). (c) Except as set forth on Schedule 4.7 hereto, the most recent balance sheet of the Acquiror included in the Acquiror Interim Financial Statements includes appropriate reserves for all taxes and other liabilities incurred as of such date but not yet payable.

Reports and Financial Statements. The Company (a) Since January 1, 1996, the Purchaser has furnished filed with the Investors with true Securities and complete copies Exchange Commission (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 Company's Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the respective rules and regulations promulgated thereunder, all of which, as amended (if applicable), complied in all material respects, when filed with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Purchaser has previously delivered or made available to Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 19942000, December 31, 1995 1999 and December 31, 19961998, as filed with the Commission, SEC; (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, definitive proxy and September 30, 1996, as filed with the Commission, (iii) proxy information statements related relating to all meetings of its stockholders (whether annual or special) held since January 1from December 31, 1995, 1998 until the date hereof; and (iviii) all other reports filed with or reports, including quarterly reports, and registration statements declared effective filed by the Commission Purchaser with the SEC since January 1December 31, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents 1998 (other than preliminary materialregistration statements filed on Form S-8) that (the Company was required documents referred to file with the Commission since that date (in clauses (i), (ii) through and (iviii) being referred to herein collectively as the "Company Purchaser SEC Reports"). As of their respective datesdates (or to the extent amended or superseded by a subsequent filing, with respect to the information in such subsequent filing, or as of the date of the subsequent filing), the Company Purchaser SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act did not or the Exchange Act, will not (as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company 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 and unaudited interim financial statements of the Company Purchaser included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of Purchaser's Annual Report on Form 10-K for the Securities Act years ended December 31, 2000, December 31, 1999 and with December 31, 1998 (collectively, the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i"Purchaser Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a basis consistent basis (except as may be indicated therein or in with prior periods and fairly presented the notes thereto), (ii) present fairly, in all material respects, the consolidated financial position of the Company Purchaser and its the Purchaser Subsidiaries as at of the dates thereof and the related consolidated statement of operations, cash flows and stockholders' equity included in the Purchaser SEC Reports fairly presented the consolidated results of their operations of the Purchaser and cash flow the Purchaser Subsidiaries for the respective periods then ended (subject, in the case of the unaudited interim financial statements, statements to normal year-end audit adjustments and any other adjustments described therein and the fact that absence of certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinfootnote disclosures).

Reports and Financial Statements. The (a) Since January 1, 2001, the Company has furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the CommissionSEC all material forms, registration statements, prospectuses, reports, schedules and documents (iiincluding all exhibits, post-effective amendments and supplements thereto) Quarterly Reports on Form 10-Q for (the quarters ended March 31“Company SEC Documents”) required to be filed by it under each of the Securities Act and the Exchange Act, 1996, June 30, 1996, and September 30, 1996all of which, as filed amended if applicable, complied in all material respects as to form with all applicable requirements of the Commissionappropriate Act, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, SOX and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports")rules and regulations thereunder. As of their respective datesdates (taking into account any amendments or supplements filed prior to the date hereof), the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports Documents 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. (b) 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 Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Documents, and to the knowledge of the Company, the statements contained in such certifications are true and correct. For purposes of this Section 3.05(b), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. 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 SOX. (c) The audited consolidated financial statements and unaudited interim financial statements of the Company included in the Company SEC Reports Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements included in the Company SEC Reports (i) , have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q or 8-K or the applicable rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) and fairly present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flow flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments which are not material). The books and records of the Company and its Subsidiaries are maintained in all material respects in accordance with GAAP and any other adjustments described therein applicable legal and accounting requirements. (d) Neither the fact that certain information 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 notes have been condensed any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or omitted 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 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 of the Company SEC Documents. (e) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (f) The Company has in place the “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of the Company to engage in the review and evaluation process mandated by the Exchange Act and the rules promulgated thereunder. The Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and (iii) are in that all material respects, in accordance with such information is accumulated and communicated to the books Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of account the Chief Executive Officer and records Chief Financial Officer of the Company except required under the Exchange Act with respect to such reports. (g) Since December 31, 2000, the Company has not received from its independent auditors any oral or written notification of a (x) “reportable condition” or (y) “material weakness” in the Company’s internal controls. For purposes of this Agreement, the terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards 60, as indicated thereinin effect on the date hereof.

Reports and Financial Statements. (a) The Company has furnished filed all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the Investors SEC and the Canadian Securities Administrators since September 1, 2019 (all such forms, reports, statements, certificates and other documents filed since September 1, 2019, with true and complete copies any amendments thereto, collectively, the “Company Reports”), each of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31which, 1994, December 31, 1995 and December 31, 1996including any financial statements included therein, as filed with finally amended prior to the Commissiondate hereof, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, complied as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, the Company SEC Reports were duly filed and complied form in all material respects with the applicable requirements of Securities Laws as of the Securities Act date filed with the SEC or the Exchange ActCanadian Securities Administrators, as the case may be, and the rules and regulations applicable. None of the Commission thereunder applicable Company’s Subsidiaries is required to such Company file periodic reports with the SEC Reportsor any of the Canadian Securities Administrators. As None of their respective dates, the Company Reports contained, when filed with the SEC Reports did not contain or the Canadian Securities Administrators, as applicable, or, if amended, as of the date of such amendment, any untrue statement of a material fact or omit 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 or the staff of any of the Canadian Securities Administrators with respect to the Company Reports. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company Report filed or furnished by the Company with the SEC since September 1, 2019. (b) The audited consolidated financial statements and unaudited interim historical financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Reports comply as to form (including the related notes, where applicable) fairly present, in all material respects respects, the results of the consolidated operations, comprehensive income (loss), shareholders’ equity and cash flows and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as 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) complied, as of the date of filing, in all material respects, with applicable accounting requirements (and in the case of the Securities Act and financial statements after March 1, 2021, with the published rules and regulations of the Commission SEC) and the Canadian Securities Administrators, as applicable, with respect thereto. The thereto and each of such financial statements included in (including the Company SEC Reports (irelated notes) have been was prepared in accordance with generally accepted accounting principles ("GAAP") IFRS, consistently applied on a consistent basis (during the periods involved, except in each case as may be indicated therein in such statements or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subjectthereto or, in the case of the unaudited interim financial statements, subject to normal year-end audit adjustments adjustments. (c) Management of the Company has implemented and any other adjustments described therein maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the chief executive officer and the fact that certain information chief financial officer of the Company by others within those entities. (d) The Company has established and notes maintains a system of disclosure controls and procedures (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators). The disclosure controls and procedures have been condensed designed to provide reasonable assurance that (i) material information relating to the Company, including in respect of its Subsidiaries, is made known to the Company’s chief executive officer and its chief financial officer by others within those entities and (ii) information required to be disclosed by the Company in its annual filings, interim filings or omitted other reports required to be filed or submitted by it under Canadian Securities Laws is recorded, processed, summarized and reported within the time periods prescribed by applicable Canadian Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports required to be filed or submitted under the Canadian Securities Laws is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. (e) The Company has established and maintains a system of internal control over financial reporting (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. (f) To the Exchange Act Knowledge of the Company, as of the date of this Agreement (i) there are no material weaknesses in the design and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books implementation or maintenance of account and records internal controls over financial reporting of the Company except as indicated thereinthat are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial information; and (ii) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. (g) Since September 1, 2019, the Company has not received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its respective internal accounting controls, including any credible complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices.

Reports and Financial Statements. The Buyer has previously furnished or made available to the Company has furnished the Investors with true complete and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996accurate copies, as filed with the Commissionamended or supplemented, of its (iia) Quarterly Reports Report on Form 10-Q for the quarters fiscal quarter ended March 31, 1996, June 30, 1996, and September 30, 19962000, as filed with the Commission, Securities and Exchange Commission (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995the "SEC"), and (ivb) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all Buyer under Section 13 or subsections (a) or (c) of Section 14 of the documents (other than preliminary material) that the Company was required to file Exchange Act with the Commission SEC since that date June 30, 2000 (clauses (i) through (iv) being such reports are collectively referred to herein collectively as the "Company SEC Buyer Reports"). As The Buyer Reports constitute all of their respective datesthe documents required to be filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from June 30, 2000 through the Company SEC date of this Agreement. The Buyer Reports were duly filed and complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reportswhen filed. As of their respective dates, the Company SEC Buyer 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 the Company Buyer included in the Company SEC Buyer Reports comply (i) complied as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements included in the Company SEC Reports thereto when filed, (iii) have been were prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim quarterly financial statements, to normal yearas permitted by Form 10-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with Q under the Exchange Act Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the rules promulgated thereunderBuyer as of the respective dates thereof and for the periods referred to therein, and (iiiiv) are in all material respects, in accordance consistent with the books of account and records of the Company except as indicated thereinBuyer.

Reports and Financial Statements. (a) The Company has furnished made available to Purchaser prior to the Investors with true and complete copies execution of this Agreement a copy of the Company's (i) ’s Annual Reports on Form 10-K Report for the fiscal years year ended December 31, 19942002, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Company’s Quarterly Reports on Form 10-Q that have been filed for all quarters ended since December 31, 2002, the definitive proxy statement for the quarters ended March 31Company’s 2003 annual meeting of stockholders, 1996, June 30, 1996, and September 30, 1996, as if filed with the Commission, (iii) proxy statements related to all meetings Commission as of its stockholders (whether annual or special) held since January 1, 1995the date hereof, and any Current Reports on Form 8-K filed since December 31, 2002 (ivas such documents have since the time of their filing been amended or supplemented) together with all other reports reports, documents and information hereafter filed with or registration statements declared effective the SEC, including all information incorporated therein by reference (collectively, the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company “SEC Reports"”). As of their respective dates, the Company The SEC Reports were duly filed (a) complied and complied will comply as to form in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules (b) did not contain and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto), if any, included in the Company SEC Reports complied and will comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published SEC’s rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) have been ), were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), ) and fairly present (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments not material and any other adjustments described therein to the absence of footnotes) the financial position and stockholders’ equity of the Company as of the respective dates thereof and the fact that certain information consolidated earnings and notes cash flows for the respective periods then ended. (b) The Company has a duly constituted audit committee of its Board of Directors (the “Audit Committee”), all of whose members are “independent” as defined in Rules 4200(a)(14) and 4350(d)(2) of the National Association of Securities Dealers, Inc. and such committee has operated in accordance with applicable law and regulations, the requirements of the Nasdaq National Market (“Nasdaq”). The Company’s independent public accountants have been condensed or omitted reviewed each interim financial statement in accordance with the Exchange Act requirements of applicable federal securities laws, the Audit Committee’s charter, the Commission’s rules and regulations and the applicable rules promulgated thereunderof Nasdaq. The Company has received no communications from its independent public accountants that the independent public accountants are considering or are likely to consider issuing any report other than a clean, and (iii) are in all material respects, in accordance unqualified opinion as to the Company’s audited financial statements or have raised any unresolved issues with the books of account and records respect to any of the Company except as indicated thereinCompany’s interim financial statements.

Reports and Financial Statements. The Company has furnished the Investors with true Complete and complete copies accurate copies, as amended or supplemented, of the Company's Parent’s (ia) Annual Reports Report on Form 1020-K F for the fiscal years year ended December 31, 1994, December 31, 1995 and December 31, 19962012, as filed with the Commission, Securities and Exchange Commission (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995“SEC”), and (ivb) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all Parent under Section 13 or subsections (a) or (c) of Section 14 of the documents (other than preliminary material) that the Company was required to file Exchange Act with the Commission SEC since that date December 31, 2012 (clauses (i) through (iv) being such reports are collectively referred to herein collectively as the "Company “Parent Reports”) are available on the web site maintained by the SEC Reports")at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. As The Parent Reports constitute all of their respective datesthe documents required to be filed by the Parent under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from December 31, 2012 through the Company SEC date of this Agreement. The Parent Reports were duly filed and complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reportswhen filed. As of their respective dates, the Company SEC Parent 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 the Company Parent and the Buyer included in the Company SEC Parent Reports comply (i) complied as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements included in the Company SEC Reports thereto when filed, (iii) have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except International Financial Reporting Standards as may be indicated therein or issued by the International Accounting Standards Board and in accordance with International Financial Reporting Standards as adopted by the notes thereto)European Union, (iiiii) fairly present fairlythe consolidated financial condition, in all material respects, the financial position results of operations and cash flows of the Company Parent and its Subsidiaries the Buyer as at of the respective dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, referred to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereundertherein, and (iiiiv) are in all material respects, in accordance consistent with the books of account and records of the Company except as indicated thereinParent and the Buyer.

Reports and Financial Statements. The Company filings required to be made by USR and its subsidiaries since March 1, 1997 under the Securities Act and the Exchange Act have been filed with the Securities and Exchange Commission (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. USR has furnished the Investors with made available to URI a true and complete copies copy of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31each report, 1994schedule, December 31, 1995 registration statement and December 31, 1996, as definitive proxy statement filed with the Commission, (ii) Quarterly Reports on Form 10-Q for SEC by USR and its subsidiaries pursuant to the quarters ended requirements of the Securities Act or Exchange Act since March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 19951997, and including all amendments thereto (iv) all other reports filed with or registration statements declared effective by as such documents have since the Commission since January 1time of their filing been amended, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company USR SEC Reports"). As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company USR 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 the Company USR, its predecessors and its subsidiaries included in the Company USR SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (iithereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present fairly, in all material respects, the financial position of the Company USR and its Subsidiaries subsidiaries as at of the dates thereof and the results of their operations respective operations, cash flows and cash flow change in financial position for the periods then ended ended, subject, in the case of the unaudited interim financial statements, to normal yearnormal, recurring audit adjustments. Since December 31, 1997, except as set forth in the USR SEC Reports, there has not been any change, or any application or request for any change, by USR 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-end audit adjustments laws of USR, as in effect on the date hereof, are included in the USR SEC Reports. USR has heretofore made available to URI a complete and correct copy of any other adjustments described therein and the fact that certain information and notes material amendments or modifications, which have not yet been condensed or omitted in accordance filed with the Exchange Act SEC, to agreements and the rules promulgated thereunder, and (iii) are in all material respects, in accordance other documents which had previously been filed by USR with the books of account and records of SEC pursuant to the Company except as indicated thereinSecurities Act or the Exchange Act.

Reports and Financial Statements. The Company has furnished the Investors with true and complete copies As of the Companytheir respective dates, Buyer's (i) Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Securities and Exchange Commission (the "Commission"), (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, March 31, 1997 and June 30, 1997, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1March 31, 1995, 1996 and (iv) all other reports filed with or on Form 8-K and registration statements declared effective by the Commission since January 1March 31, 19951996, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company Buyer was required to file with the Commission since that date March 31, 1996 (all items in clauses (i) through (iv) being referred to herein collectively as the "Company Buyer SEC Reports"). As of their respective dates, the Company SEC Reports were duly filed and ) complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company Buyer SEC Reports. As of their respective dates, the Company Buyer 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 mere made, not misleading. The As of their respective dates, the audited consolidated financial statements and unaudited interim financial statements of the Company Buyer included in the Company Buyer SEC Reports comply as to form complied in all material respects with applicable accounting requirements of the Securities Act and the Exchange Act, and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company Buyer SEC Reports (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis GAAP during the periods presented (except as may be indicated therein or in the notes theretothereto or, in the case of the unaudited statements, subject to normal year-end audit adjustments and except for the fact that such unaudited statements do not contain all notes required by GAAP), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries Buyer as at of the dates thereof and the consolidated results of their its operations and cash flow for the periods then ended subject(except as may be indicated therein or in the notes thereto, or, in the case of the unaudited interim financial statements, subject to normal year-end audit adjustments and any other adjustments described therein and except for the fact that certain information and notes have been condensed or omitted in accordance with the Securities Act and the Exchange Act and the rules promulgated thereunder, ) and (iii) are are, in all material respects, in accordance with the books of account and records of Buyer. Any reports or other material filed by Buyer with the Company except as indicated Commission after the date hereof and prior to the Closing Date (other than preliminary material) shall be deemed to be included in the defined term "Buyer SEC Reports" for purposes of this Agreement and Buyer shall be deemed to have made the representations set forth in this Section 5.3 in respect of such reports or other material and any financial statements set forth therein.

Reports and Financial Statements. The (a) Except as set forth in Section 3.7(a) of the Company Disclosure Letter, the Company has furnished the Investors with true filed all forms, reports, statements, certifications and complete copies of the Company's other documents (iincluding all exhibits, amendments and supplements thereto) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as required to be filed by it with the Commission, (ii) Quarterly Reports on Form 10-Q for SEC and the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held Canadian Securities Administrators since January 1, 19952016 (all such forms, reports, statements, certificates and (iv) all other reports documents filed with or registration statements declared effective by the Commission since January 1, 19952016, except registration statements on Form S-8 relating to employee benefit planswith any amendments thereto, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective datescollectively, the “Company SEC Reports were duly filed and Reports”), each of which, including any financial statements included therein, as finally amended prior to the date hereof, complied as to form in all material respects with the applicable requirements of Securities Laws as of the Securities Act date filed with the SEC or the Exchange ActCanadian Securities Administrators, as the case may be, and the rules and regulations applicable. None of the Commission thereunder applicable Company’s Subsidiaries is required to such Company file periodic reports with the SEC Reportsor any of the Canadian Securities Administrators. As None of their respective dates, the Company Reports contained, when filed with the SEC Reports did not contain or the Canadian Securities Administrators, as applicable, or, if amended, as of the date of such amendment, any untrue statement of a material fact or omit 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 or the staff of any of the Canadian Securities Administrators with respect to the Company Reports. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2016. (b) The audited consolidated financial statements and unaudited interim historical financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Reports comply as to form (including the related notes, where applicable) fairly present, in all material respects respects, the results of the consolidated operations, comprehensive income (loss), shareholders’ equity and cash flows and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as 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) complied, as of the date of filing, in all material respects, with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC and the Canadian Securities Administrators, as applicable, with respect thereto. The thereto and each of such financial statements included in (including the Company SEC Reports (irelated notes) have been was prepared in accordance with generally accepted accounting principles ("GAAP") , consistently applied on a consistent basis (during the periods involved, except in each case as may be indicated therein in such statements or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subjectthereto or, in the case of the unaudited interim financial statements, as permitted by the rules related to normal yearQuarterly Reports on Form 10-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with Q promulgated under the Exchange Act and the rules promulgated thereunder, and Act. (iiic) are in all material respects, in accordance with the books of account and records Management of the Company except (i) has implemented and maintains disclosure controls and procedures (as indicated thereindefined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company 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 the Company’s outside auditors and the audit committee of the Board (x) any significant deficiencies and material weaknesses in the design or operation of the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, known to the Company, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. To the Knowledge of the Company, no events, facts or circumstances have arisen or become known since December 31, 2017 of the type referred to in clauses (ii)(x) or (ii)(y) of the immediately preceding sentence. (d) Since January 1, 2016, the Company has not received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its respective internal accounting controls, including any credible complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices.

Reports and Financial Statements. (a) The Company 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 Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed date hereof by it with the Commission, U.S. Securities and Exchange Commission (iithe “SEC”) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, 2011 (all such documents and (iv) all other reports filed with or registration statements declared effective furnished by the Commission since January 1Company or any of its Subsidiaries, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "“Company SEC Reports")Documents”) and has timely paid all fees due in connection therewith. As of their respective datesdates 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 Reports were duly filed and Documents complied in all material respects with the requirements of the Securities Act or Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) as of the time of filing with the SEC, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain Documents contained any untrue statement of a material fact or omit omitted to state a 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. As of the date of this Agreement, 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. There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. None of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (b) The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of the Company included in or incorporated by reference into the Company SEC Reports comply as to form Documents (the “Company Financial Statements”) (i) fairly present in all material respects with applicable accounting requirements the consolidated financial position of the Securities Act Company and with its consolidated Subsidiaries, as at the published rules respective dates thereof, and regulations the consolidated results of their operations and their consolidated cash flows for the Commission with respect thereto. The financial statements included respective periods then ended (subject, in the Company SEC Reports case of unaudited statements, to normal and recurring year-end audit adjustments and other adjustments described therein, including the notes thereto), (iii) have been were prepared in accordance conformity with U.S. generally accepted accounting principles ("“GAAP"”) (except, in the case of the unaudited statements, 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 notes thereto), and (iiiii) present fairlyhave been prepared from, and are in all material respectsaccordance with, the financial position books and records of the Company and its consolidated subsidiaries. The books and records of the Company and its Subsidiaries as at the dates thereof have been, and the results of their operations and cash flow for the periods then ended subjectare being, maintained in the case of the unaudited interim financial statements, to normal year-end audit adjustments all material respects in accordance with GAAP and any other adjustments described therein applicable legal and accounting requirements. PricewaterhouseCoopers LLP has not resigned (or informed the fact Company that certain information and notes have it intends to resign) or been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records dismissed as independent public accountants of the Company except as indicated thereina result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (c) Neither the Company 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 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 defined in Item 303(a) of Regulation S-K of the SEC).

Reports and Financial Statements. (a) The Company has furnished the Investors with true and complete copies of the Company's (i) Annual Buyer Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or Act, the Exchange Act, as the case may be, Act and the rules and regulations thereunder when filed with or furnished to the SEC. The Buyer Reports constitute all of the Commission thereunder applicable documents required to such Company be filed with or furnished to the SEC Reportsby the Buyer, under the Securities Act, the Exchange Act and the rules and regulations thereunder, from March 31, 2024 through the date of this Agreement. As of their respective datesdates (and, in the case of registration statements, on the dates of effectiveness), the Company SEC Buyer 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. As of the date of this Agreement, there are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the Buyer Reports. The audited consolidated financial statements and unaudited interim financial statements (including the related notes, where applicable) of the Company Buyer and its Subsidiaries included or incorporated by reference in the Company SEC Buyer Reports comply as to form (i) have been prepared from, and are in accordance with, the books and records of Buyer and its Subsidiaries and complied in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements included in the Company SEC Reports thereto when filed, (iii) have been were prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim quarterly financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with as permitted by Form 10 Q under the Exchange Act and the rules promulgated thereunderAct), and (iii) are fairly present the consolidated financial condition, results of operations, changes in all material respects, in accordance with the books of account stockholders’ equity and records cash flows of the Company except Buyer and its Subsidiaries as indicated of the respective dates thereof and for the periods referred to therein.

Reports and Financial Statements. The Company (a) Metamor has furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the CommissionU.S. Securities and Exchange Commission (the "SEC") all forms, reports, schedules, registration statements, definitive proxy statements, information statements and other filings (iithe "METAMOR SEC REPORTS") Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as required to be filed by it with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held SEC since January 1, 1995, and (iv) all other reports 1998. Xpedior has filed with or the SEC only a registration statements declared effective by statement under the Commission since January 1, 1995, except registration statements Securities Act on Form S-8 relating S-1 and amendments thereto, a final Prospectus pursuant to employee benefit plansRule 424(b)(1) of the Securities Act (the "FINAL PROSPECTUS") and a registration statement under the Exchange Act on Form 8-A (such filings, which are together with all the documents (forms, reports, schedules, registration statements, definitive proxy statements, information statements and other than preliminary material) that the Company was required to file filings hereafter filed with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as SEC, the "Company XPEDIOR SEC REPORTS" and, together with the Metamor SEC Reports, the "SEC REPORTS"). As of their respective dates, the Company SEC Reports were duly filed and complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission SEC thereunder applicable to such Company SEC Reports. As of their respective datesdates and as of the date any information from such SEC Reports has been incorporated by reference, the Company 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. Metamor and Xpedior have filed all material contracts and agreements and other documents or instruments required to be filed as exhibits to the SEC Reports. (b) The audited consolidated financial statements balance sheets of Metamor as of December 31, 1998, 1997 and unaudited interim financial 1996 and the related consolidated statements of operations, stockholders' equity and cash flows for each of the Company included three years in the Company SEC Reports comply as to form three-year period ended December 31, 1998 (including the related notes and schedules thereto) contained in Metamor's Form 10-K for the year ended December 31, 1998 (the "METAMOR FINANCIAL STATEMENTS") present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position and the consolidated results of operations, retained earnings and cash flows of Metamor and its consolidated Subsidiaries as of the Securities Act and dates or for the periods presented therein in conformity with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (during the periods involved except as may be indicated therein or otherwise noted therein, including in the related notes. The consolidated balance sheets of Xpedior as of September 30, 1999 and December 31, 1998 and 1997 and the related consolidated statements of operations, stockholders' equity and cash flows for the nine months ended September 30, 1999, the year ended December 31, 1998 and the period from March 27, 1997 through December 31, 1997 (including the related notes and schedules thereto), ) contained in the Final Prospectus (iithe "XPEDIOR FINANCIAL STATEMENTS") present fairly, in all material respects, the consolidated financial position and the consolidated results of operations, retained earnings and cash flows of Xpedior and its consolidated Subsidiaries as of the Company and its Subsidiaries dates or for the periods presented therein in conformity with GAAP applied on a consistent basis during the periods involved except as at otherwise noted therein, including in the dates thereof related notes. (c) The consolidated balance sheets and the results related statements of their operations and cash flow flows (including, in each case, the related notes thereto) of Metamor contained in the Form 10-Q for the periods then quarterly period ended subjectSeptember 30, in 1999 (the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes "METAMOR QUARTERLY FINANCIAL STATEMENTS") have been condensed or omitted prepared in accordance with the Exchange Act requirements for interim financial statements contained in Regulation S-X, which do not require all the information and the rules promulgated thereunderfootnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with GAAP. The Metamor Quarterly Financial Statements reflect all adjustments necessary to present fairly in accordance with GAAP (iii) are except as indicated), in all material respects, the consolidated financial position, results of operations and cash flows of Metamor and its consolidated Subsidiaries for all periods presented therein. (d) The adoption of SEC Staff Accounting Bulletin No. 101 (Revenue Recognition in Financial Statements) effective January 1, 2000 will not adversely impact, in any material respect, the amount or timing of revenue recognition by Metamor and its Subsidiaries as compared to their prior revenue recognition practices. (e) Except for those liabilities that are fully reflected or reserved against on the Metamor Financial Statements, the Metamor Quarterly Financial Statements or the Xpedior Financial Statements or as set forth in the Metamor Disclosure Schedule, neither Metamor nor any of its Subsidiaries has outstanding any liability of any nature whatsoever (whether absolute, accrued, contingent, or otherwise and whether due or to become due) which would be required to be reflected on a balance sheet or in the notes thereto prepared in accordance with GAAP, except for (i) liabilities and obligations which have been incurred since September 30, 1999 in the books ordinary course of account business which are not material in nature or amount, or (ii) liabilities and records of obligations which individually or in the Company except as indicated thereinaggregate would not have a Metamor Material Adverse Effect.

Reports and Financial Statements. The Company Buyer has previously furnished or made available to the Investors with true Seller complete and complete copies accurate copies, as amended or supplemented, of the Company's (ia) its Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 1994, December 31, 1995 and December 31, 19962000, as filed with the CommissionSEC on April 2, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, 2001 and (ivb) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all Buyer under Section 13 or subsections (a) or (c) of Section 14 of the documents (other than preliminary material) that the Company was required to file Exchange Act with the Commission since that SEC between December 31, 2000 and the date of this Agreement (clauses (i) through (iv) being such reports are collectively referred to herein collectively as the "Company SEC Buyer Reports"). As The Buyer Reports constitute all of their respective datesthe documents required to be filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from December 31, 2000 through the Company SEC date of this Agreement. The Buyer Reports were duly filed and complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reportswhen filed. As of their respective dates, the Company SEC Buyer 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 the Company Buyer included in the Company SEC Buyer Reports comply (i) complied as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements included in the Company SEC Reports thereto when filed, (iii) have been were prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim quarterly financial statements, to normal yearas permitted by Form 10-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with Q under the Exchange Act Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the rules promulgated thereunderBuyer as of the respective dates thereof and for the periods referred to therein, and (iiiiv) are in all material respects, in accordance consistent with the books of account and records of the Company except as indicated thereinBuyer.

Reports and Financial Statements. The Since June 26, 1998, 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 of 1933, as amended (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 has furnished the Investors with true and complete copies of the Company's its (ia) Annual Reports Report on Form 10-K for the fiscal years year ended December 31June 26, 1994, December 31, 1995 and December 31, 19961998, as filed with the CommissionSEC, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iiib) proxy and information statements related relating to (i) all meetings of its stockholders shareholders (whether annual or special) held since January 1, 1995), and (ivii) actions by written consent in lieu of a shareholders' meeting from June 26, 1998 until the date hereof, and (c) all other reports filed with reports, including quarterly reports, or registration statements declared effective filed by Parent with the Commission SEC since January 1June 26, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents 1998 (other than preliminary materialRegistration Statements filed on Form S-8) that the Company was required to file with the Commission since that date (clauses (ia), (b) through and (ivc) being are herein collectively referred to herein collectively as the "Company Parent SEC Reports"). As of their ------------------ respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company 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 consolidated financial statements and unaudited interim consolidated financial statements of the Company Parent included in such reports (collectively, the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (i"Parent Financial Statements") have --------------------------- been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) and fairly present fairly, in all material respects, the financial position of the Company Parent and its Subsidiaries subsidiaries as at of the dates thereof and the results of their operations and cash flow changes in financial position for the periods then ended ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books absence of account and records of the Company except as indicated thereinfootnotes.

Reports and Financial Statements. The (a) Since January 1, 2001, the Company has furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the CommissionSEC all material forms, registration statements, prospectuses, reports, schedules and documents (iiincluding all exhibits, post-effective amendments and supplements thereto) Quarterly Reports on Form 10-Q for (the quarters ended March 31“Company SEC Documents”) required to be filed by it under each of the Securities Act and the Exchange Act, 1996, June 30, 1996, and September 30, 1996all of which, as filed amended if applicable, complied in all material respects as to form with all applicable requirements of the Commissionappropriate Act, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, SOX and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports")rules and regulations thereunder. As of their respective datesdates (taking into account any amendments or supplements filed prior to the date hereof), the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports Documents 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. Other than issues relating to the Investigation (as defined in Section 6.04(d) below), as of the date hereof, there are no outstanding unresolved issues with respect to the Company or the Table of Contents Company SEC Documents noted in comment letters or other correspondence received by the Company or its attorneys from the SEC. (b) 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 Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Documents, and to the knowledge of the Company, the statements contained in such certifications are true and correct. For purposes of this Section 4.05(b), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. 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 SOX. (c) The audited consolidated financial statements and unaudited interim financial statements of the Company included in the Company SEC Reports Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. The financial statements included in the Company SEC Reports (i) , have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q or 8-K or the applicable rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) and fairly present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flow flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments which are not material). The books and records of the Company and its Subsidiaries are maintained in all material respects in accordance with GAAP and any other adjustments described therein applicable legal and accounting requirements. (d) Neither the fact that certain information 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 notes have been condensed any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or omitted 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 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 of the Company SEC Documents. (e) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (f) The Company has in place the “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of the Company to engage in the review and evaluation process mandated by the Exchange Act and the rules promulgated thereunder. The Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and (iii) are in that all material respects, in accordance with such information is accumulated and communicated to the books Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of account the Chief Executive Officer and records Chief Financial Officer of the Company except required under the Exchange Act with respect to such reports. (g) Since December 31, 2000, the Company has not received from its independent auditors any oral or written notification of a (x) “reportable condition” or (y) “material weakness” in the Company’s internal controls, as indicated thereinsuch terms are defined in the Statements of Auditing Standards 60, as in effect on the date hereof. In addition, based on the results of the Company’s ongoing evaluation of its internal control over financial reporting, Table of Contents the Company is not aware of any “material weakness”, or “significant deficiency” which individually or in the aggregate could result in a “material weakness,” as such terms are defined Auditing Standard No. 2 of the Public Company Accounting Oversight Board, as in effect on the date hereof.

Reports and Financial Statements. The Company Audits has previously furnished the Investors Acquisition with true and complete copies of the Company's its (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 19941995, December 31, 1995 1996 and December 31, 19961997, as filed with the CommissionSEC, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 19961998, June 30, 1996, 1998 and September 30, 19961998, as filed with the CommissionSEC, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1December 31, 1995, 1995 and (iv) all other reports filed with or registration statements declared effective filed by Audits with the Commission SEC since January 1December 31, 1995, except registration statements on Form S-8 relating to employee benefit plansfor preliminary material (in the case of clauses (iii) and (iv) above), which are all the documents (other than preliminary material) that the Company Audits was required to file with the Commission SEC since that date (the documents in clauses (i) through (iv) being referred to herein collectively as the "Company Audits SEC Reports"). As of their respective dates, the Company Audits SEC Reports were duly filed and complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the Commission SEC thereunder applicable to such Company Audits SEC Reports. As of their respective dates, the Company Audits 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 the Company Audits included in the Company Audits SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission SEC with respect thereto. Audits has previously furnished Acquisition with a true and complete copy of the audited consolidated balance sheet of Audits as of December 31, 1997 and the related audited statements of consolidated income and of consolidated cash flows for the fiscal year then ended, including the notes thereto, all reported on by Deloitte & Touche LLP, independent certified public accountants, and the unaudited consolidated balance sheet of Audits as of September 30, 1998 and the related unaudited statements of consolidated income and retained earnings and of consolidated cash flows for the nine months then ended (collectively the "Audits Financial Statements"). The financial statements included in the Company Audits SEC Reports and the Audits Financial Statements: (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (basis, except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company thereto and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder; (ii) present fairly, in all material respects, the financial position of Audits and its Subsidiaries as at the dates thereof and the results of their operations and cash flows for the periods then ended; and (iii) are in all material respects, respects in accordance with the books of account and records of Audits and its Subsidiaries. Of the Company except as indicated thereinrevenues included in the December 31, 1997 Financial Statements, not more than $12,800,000 represents amounts paid by Audits clients (either without markup or with retention by Audits only of a handling fee) to other unaffiliated parties designated by such clients. Neither Audits nor any of its Subsidiaries has incurred any liability, whether absolute, accrued, contingent or otherwise (including liabilities for taxes) subsequent to September 30, 1998 other than (i) liabilities incurred in the ordinary course of business since September 30, 1998 and (ii) those liabilities described in Part E of the Disclosure Schedule.

Reports and Financial Statements. Since January 1, 1994, the Company has filed with the SEC all material 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 complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has furnished the Investors with true and complete previously delivered to Parent copies of the Company's its (ia) Annual Reports on Form 10-K for the fiscal years year ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with and for each of the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996two immediately preceding fiscal years, as filed with the CommissionSEC, (iiib) proxy and information statements related relating to (i) all meetings of its stockholders (whether annual or special) held and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1997, until the date hereof, and (c) all other reports, including quarterly reports, or registration statements filed by the Company with the SEC since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents 1997 (other than preliminary materialRegistration Statements filed on Form S-8) that (the Company was required documents referred to file with the Commission since that date (in clauses (ia), (b) through and (ivc) being and collectively referred to herein collectively as the "Company SEC Reports"). As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company 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 consolidated financial statements of the Company included in such reports (collectively, the "Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (iFinancial Statements") have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) and fairly present fairly, in all material respects, the financial position of the Company and its Subsidiaries subsidiaries as at of the dates thereof and the results of their operations and cash flow changes in financial position for the periods then ended ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The Company ASARCO has previously furnished or made available to Parent and the Investors with true Purchaser complete and complete correct copies of the Companyof: (a) ASARCO's (iand any of its Subsidiaries') Annual Reports on Form 10-K filed with the SEC for each of the fiscal years ended December 31, 1994, December 31, 1995 1996 through 1998; (b) ASARCO's (and December 31, 1996, as filed with the Commission, (iiany of its Subsidiaries') Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, SEC for the each of the fiscal quarters ended following ASARCO's last fiscal year end; (iiic) each definitive proxy statements related to all meetings statement filed by ASARCO any of its stockholders Subsidiaries with the SEC since March 1, 1996; (whether annual or speciald) held each final prospectus filed by ASARCO with the SEC since December 31, 1995; and (e) all Current Reports on Form 8-K filed by ASARCO with the SEC since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports")1998. As of their respective dates, such reports, proxy statements and prospectuses (collectively, with any amendments, supplements and exhibits thereto, the Company "SEC Reports were duly filed and Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective datespromulgated thereunder, the Company SEC Reports 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 light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Report of ASARCO has been revised or superseded by an SEC Report subsequently filed by ASARCO, none of ASARCO's 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company ASARCO's SEC Reports (iincluding any related notes and schedules) have been prepared fairly present the financial position of ASARCO 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 unaudited statements, to normal year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated therein or otherwise disclosed in the notes thereto). Since January 1, (ii) present fairly1998, in ASARCO has timely filed all material respectsreports, registration statements and other filings required to be filed by it with the financial position SEC under the rules and regulations of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated thereinSEC.

Reports and Financial Statements. The Company has furnished filings required to be made by Ambassador and the Investors with true and complete copies Ambassador Subsidiaries since August 24, 1994 under the Securities Act of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 19961933, as amended (the "SECURITIES ACT"); the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"); have been filed with the CommissionSecurities and Exchange Commission (the "SEC") including all forms, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31statements, 1996reports, June 30all documents, 1996exhibits, amendments and supplements appertaining thereto, and September 30, 1996complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. "AMBASSADOR SEC REPORTS" shall mean each report, schedule, registration statement and definitive proxy statement filed with the CommissionSEC by Ambassador pursuant to the requirements of the Securities Act or Exchange Act since August 24, 1994 (iii) proxy statements related to all meetings as such documents have since the time of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"their filing been amended). As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company Ambassador 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 the Company Ambassador included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company Ambassador SEC Reports (icollectively, the "AMBASSADOR FINANCIAL STATEMENTS") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (iithereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) present fairlyand fairly present, in all material respects, the financial position of the Company and its Subsidiaries Ambassador as at of the dates thereof and the results of their its operations and cash flow flows for the periods then ended ended, subject, in the case of the unaudited interim financial statements, to normal normal, recurring audit and year-end audit adjustments adjustments. True, accurate and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records complete copies of the Company except Articles of Incorporation and by-laws of Ambassador, as indicated thereinin effect on the date hereof, are included (or incorporated by reference) in the Ambassador SEC Reports.

Reports and Financial Statements. (a) The Company has furnished the Investors with true and complete copies of the Company's (i) Annual filed all Reports on Form 10-K for the fiscal years ended December 31K, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31and Form 8-K, 1996, June 30, 1996, registration statements and September 30, 1996, as proxy statements required to be filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 19951997 (collectively, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As The Company has previously furnished to Parent and Liberty true and complete copies of all the Company SEC Reports filed prior to the date hereof. None of the Company SEC Reports, 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 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 were duly filed presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries and Teligent as of 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 operations and the changes in financial position of the Company 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 subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, Securities Act and the applicable rules and regulations thereunder. (b) The 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, 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 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 the Commission thereunder applicable to such Company Company, the Teligent SEC Reports. As , as of their respective dates, the Company 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 To the best knowledge of the Company Company, each of the consolidated balance sheets (including the related notes) included in the Company Teligent SEC Reports comply as to form presents fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of Teligent and its Subsidiaries as of the Securities Act respective dates thereof, and with the published rules and regulations of other related statements (including the Commission with respect thereto. The financial statements related notes) included in the Company Teligent SEC Reports (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the results of operations and the changes in financial position of the Company Teligent and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the respective periods then ended 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 subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and adjustments. To the fact that certain information and notes have been condensed or omitted best knowledge of the Company, the Teligent SEC Reports, as of their respective dates, complied as to form in accordance all material respects with requirements of the Exchange Act and the applicable rules promulgated and regulations thereunder. (c) 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 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. (iiid) are in all material respects, in accordance with Neither the books Company nor any of account and records its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Neither the Company nor any Subsidiary of the Company except as indicated thereinhas any obligation to contribute any additional capital to, or acquire any additional interest in, Portatel or any of its Affiliates.