Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. Since January 1, 1996, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 (collectively, the "Parent Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended.

Reports and Financial Statements. Since January 1, 1996, Parent Seller has filed previously furnished Purchaser with the SEC all forms, statements, reports true and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of whichcomplete copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports Report on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, 1998 as filed with the Securities and Exchange Commission ("SEC"), (bii) proxy and information statements relating to (i) all meetings of its stockholders shareholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from since January 1, 1996, until the date hereof, 1998 and (ciii) all other reports, including quarterly reports, and reports or registration statements filed by Parent Seller with the SEC since January 1, 1996 1998 (other than such reports, registration statements filed on Form S-8) (the documents referred to in clauses (a)and other filings, (b) and (c) filed prior to the date hereof together with any amendments or supplements thereto, are collectively referred to as the "Parent SEC ReportsSeller Commission Filings"). Seller Commission Filings constituted all of the documents required to be filed by Seller with the SEC since January 1, 1998. As of their respective dates, such Seller Commission Filings (as amended or supplemented) complied in all material respects with the Parent requirements of the Securities Act and the Securities Exchange Act of 1934 and the rules and regulations of the SEC Reports promulgated thereunder, 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements of Parent Seller included in such Seller Commission Filings comply as to form in all material respects with applicable accounting requirements and the Parent's Annual Report on Form 10-K for published rules and regulations of the year ended December 31SEC with respect thereto, 1997 (collectively, the "Parent Financial Statements") and have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes theretothereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q of the Securities Exchange Act of 1934) and fairly present the financial position of Parent and its subsidiaries as of Seller at the dates thereof and the results of their its operations and changes in financial position its cash flows for the periods then ended.

Reports and Financial Statements. Since January The Company has delivered or made available to Parent true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since April 1, 19961997, Parent has including: (a) the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for the years ended March 31, 1998 and 1999; (b) the Company's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended June 30, 1999; (c) each definitive proxy statement filed by the Company with the SEC since April 1, 1997; (d) each final prospectus filed by the Company with the SEC since April 1, 1997; and (e) all formsCurrent Reports on Form 8-K filed by the Company with the SEC since April 1, 1997. As of their respective dates, such reports, proxy statements, reports and documents prospectuses filed on or prior to the date hereof (including collectively, the "Company SEC Reports") (i) complied as to form in all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) promulgated thereunder and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the foregoing clause (ii) shall not apply to the financial statements included in the Company SEC Reports (which are covered by the immediately following sentence). The audited consolidated financial statements of Parent and unaudited consolidated interim financial statements included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 Company SEC Reports (collectively, the "Parent Financial Statements"including any related notes and schedules) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of Parent the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the their results of their operations and changes in financial position cash flows for the periods or as of the dates then endedended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the 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 April 1, 1997, the Company has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. Since January 1, 19961997, Parent Cereus has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent No Subsidiary of Cereus is required to file any form, report or other document with the SEC. Cereus has previously delivered or made available to the Company Parent, via its EDGA▇ ▇▇▇ings where available, copies (including 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 year years ended December 31, 1997 1999, 1998 and for the immediately preceding fiscal year1997, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and ), (ii) actions by written consent in lieu of a stockholders' meeting meeting, in each case from January 1, 1996, 1998 until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent Cereus with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) 1997 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent Cereus SEC Reports"), and (d) all material documents associated with the Mineral Transaction (as defined in Cereus's Form 10-KSB for the fiscal year ended December 31, 1999). As of their respective dates, the Parent Cereus 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 consolidated financial statements of Parent included in the Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 1999 and the two prior fiscal years, and the unaudited consolidated financial statements of Cereus included in Cereus's Quarterly Reports on Form 10-QSB for the period ended March 31, 2000 (collectively, the "Parent Financial StatementsCEREUS FINANCIAL STATEMENTS") ), have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent Cereus and its subsidiaries Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended.

Reports and Financial Statements. Since January 1, 1996, Parent the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent The Company has previously delivered or made available to the Company Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 1997, and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent the Company with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) ), and (c) filed prior to the date hereof are collectively referred to as the "Parent Company SEC Reports"). As of their respective dates, the Parent 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 of Parent the Company included in the ParentCompany's Annual Report on Form 10-K for the year twelve months ended December 31, 1997 (collectively, the "Parent Company Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended.

Reports and Financial Statements. Since January 1February 28, 19961995, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports Report on Form 10-K for the fiscal year ended December 31March 1, 1997 and for the immediately preceding fiscal year1997, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January March 1, 19961997, until the date hereof, hereof and (c) all other reports, including quarterly reports, and or registration statements filed by Parent with the SEC since January March 1, 1996 1997 (other than registration statements Registration Statements filed on Form S-8) (the documents referred to in clauses (a)collectively, (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of Parent included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 such reports (collectively, the "Parent Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position 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.

Reports and Financial Statements. Since January 1, 1996, Parent The Company has filed all reports required to be filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required pursuant to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereundersince March 26, all of which1996 (such reports, as amended if applicable, complied when filed in all material respects together with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibitsregistration statements, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy prospectuses and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions filed by written consent in lieu of a stockholders' meeting from January 1the Company since March 26, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are being hereinafter collectively referred to as the "Parent Company SEC Reports"), and has previously furnished Parent with true and complete copies of all such Company SEC Reports. As None of such Company SEC Reports, as of their respective dates, the Parent 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements As of Parent their respective dates, all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the balance sheets (including the related notes) included in the Parent's Annual Report on Form 10-K Company SEC Reports fairly presents the consolidated financial position of the Company and the Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly present the results of operations and the changes in financial position of the Company and the Subsidiaries for the year ended December 31respective periods or as of the respective dates set forth therein (subject, 1997 (collectivelywhere appropriate, the "Parent Financial Statements") have been prepared to normal year-end adjustments), all in accordance conformity with generally accepted accounting principles consistently applied on a consistent basis (during the periods involved, except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then endedotherwise noted therein.

Reports and Financial Statements. Since January 1The Company has previously furnished or otherwise made available to Alcoa true and complete copies of: (a) the Company's Annual Reports on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for each of the years ended December 31, 1996, Parent has 1997 and 1998; (b) the Company's Quarterly Reports on Form 10-Q filed with the SEC all formsfor the quarters ended March 31, statements1999 and June 30, reports and documents 1999; (including all exhibits, post-effective amendments and supplements theretoc) required to be each definitive proxy statement filed by it under the Company with the SEC since December 31, 1997; (d) each final prospectus filed by the Company with the SEC since December 31, 1997, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by the Company with the SEC since January 1, 1998. As of their respective dates or as amended or superceded thereafter, such reports, proxy statements and prospectuses (collectively with any amendments, supplements and exhibits thereto, the "Company SEC Reports") (i) complied as to form in all material 12 21 respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated financial statements of Parent and unaudited consolidated interim financial statements included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 Company SEC Reports (collectively, the "Parent Financial Statements"including any related notes and schedules) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of Parent the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods or as of the dates then endedended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since January 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 and regulations of the SEC.

Reports and Financial Statements. Since January 1(i) CBES and each of its Subsidiaries have each timely filed all material reports, 1996, Parent has filed with the SEC all forms, registrations and statements, reports and documents (including all exhibits, post-effective together with any amendments and supplements thereto) required to be filed by it under each of the Securities Actmade with respect thereto, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects that they were required to file with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SECFDIC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1the OTS, 1996, until the date hereof, and (c) all other reportsthe National Association of Securities Dealers, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 Inc. (other than registration statements filed on Form S-8) (the documents referred to in clauses (a"NASD"), (bd) the Missouri Department of Insurance and (ce) filed prior to the date hereof are collectively referred to as the Securities and Exchange Commission ("Parent SEC SEC") (collectively, "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 Parent SEC none of CBES's 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 the light of the circumstances under which they were made, not misleading. The audited consolidated 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 the rules and regulations of the SEC promulgated thereunder. (ii) Each of the financial statements of Parent CBES included in CBES's Reports complied as to form, as of their respective dates of filing with the Parent's Annual Report on Form 10-K for SEC, in all material respects with applicable accounting requirements and with the year ended December 31, 1997 (collectively, published rules and regulations of the "Parent Financial Statements") SEC with respect thereto and have been 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 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 present presented (a) the financial position of Parent and its subsidiaries the entity or entities to which it relates as of the dates thereof its date and (b) the results of their operations operations, stockholders' equity and changes in financial position cash flows, as the case may be, of the entity or entities to which it relates for the periods then endedset forth therein (subject, in the case of unaudited interim statements, to normal year-end adjustments that are not material in amount or effect).

Reports and Financial Statements. Since January 1, 1996, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each Each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual the Company's Quarterly Reports on Form 10-K QSB for the fiscal quarters ended March 31, 2006, June 30, 2006 and September 30, 2006, (b) the Company's Annual Report on Form 10-KSB for the year ended December 31, 1997 and 2005, (c) the definitive proxy statement for the immediately preceding fiscal year, as Company's 2006 annual meeting of stockholders and (d) any Current Reports on Form 8-K filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions SEC by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC Company since January 1, 1996 2006 (other than registration statements filed on Form S-8) (as such documents have since the documents referred to in clauses (a)time of their filing been amended or supplemented, (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports ) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case, at the time of filing (or the time of subsequent amendment or supplement, in the case of any SEC Reports that have been subsequently amended or supplemented). The audited consolidated financial statements of Parent and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Parent's Annual Report on Form 10-K for SEC Reports complied in all material respects with the year ended December 31published rules and regulations of the SEC with respect thereto, 1997 (collectively, the "Parent Financial Statements") have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to year end audit adjustments and the absence of notes thereto) the consolidated financial position of Parent and its subsidiaries the Company as of at the respective dates thereof and the consolidated results of their its operations and changes in financial position cash flow for the respective periods then ended.

Reports and Financial Statements. Since January 1The Company has previously furnished Parent with true and complete copies of its (i) Registration Statement No. 333-4834LA on Form SB2 effective June 25, 1996, Parent has 1996 as filed with the SEC all formsCommission, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (aii) Annual Reports on Form 10-K KSB for the fiscal year periods ended December 31June 30, 1996, November 30, 1996 and November 30, 1997 and for the immediately preceding fiscal year, as filed with the SECCommission, (biii) proxy and information statements relating related to (i) all meetings of its stockholders shareholders (whether annual or special) since June 26, 1996 and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (cv) all other reports, including quarterly reports, and reports or registration statements filed by Parent the Company with the SEC Commission since January 1June 26, 1996 (other than registration statements filed on Form S-8) 1996, except for preliminary material, which are all the documents that the Company was required to file with the Commission since that date (the documents referred to in clauses (a), i) through (bv) and (c) filed prior to the date hereof are collectively being referred to herein collectively as the "Parent Company SEC Reports"). As of their respective dates, the Parent Company SEC Reports 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 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 Parent the Company included in the Parent's Annual Report on Form 10-K for Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the year ended December 31, 1997 published rules and regulations of the Commission with respect thereto (collectively, except as may be indicated thereon or in the "Parent Financial Statements") notes thereto). The financial statements included in the Company SEC Reports: have been prepared in accordance with generally accepted accounting principles in effect as of such time applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly ); present fairly, in all material respects, the financial position of Parent the Company and its subsidiaries subsidiaries, as of at the dates thereof and the results of their operations and changes in financial position cash flows for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal year-end 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 are in all material respects in accordance with the books of account and records of the Company and its subsidiaries. As of November 30, 1997, there was no basis for any claim or liability of any nature against the Company or any of 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 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 Company Material Adverse Effect, other than as reflected in the Company SEC Reports.

Reports and Financial Statements. Since January 1The following reports, 1996proxy statements and prospectuses filed by the Company with the SEC are publicly available: (a) the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for the year ended December 31, Parent has 1998; (b) the Company's Quarterly Reports on Form 10-Q filed with the SEC for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999; (c) each definitive proxy statement filed by the Company with the SEC since April 27, 1998; (d) each final prospectus filed by the Company with the SEC since April 27, 1998, except any final prospectus on Form S-8; and (e) all formsCurrent Reports on Form 8-K filed by the Company with the SEC since December 31, 1998. As of their respective dates, such reports, proxy statements, reports and documents prospectuses filed on or prior to the date of this Agreement (including collectively, the "Company SEC Reports") (i) complied as to form in all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) promulgated thereunder and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the foregoing clause (ii) shall not apply to the financial statements included in the Company SEC Reports (which are covered by the following sentence). The audited consolidated financial statements of Parent and unaudited consolidated interim financial statements included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 Company SEC Reports (collectively, the "Parent Financial Statements"including any related notes and schedules) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of Parent the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the their results of their operations and changes in financial position cash flows for the periods then endedended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the 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 April 27, 1998, the Company has timely filed all material reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. Since January 1, 1996, Parent The Company has timely filed with the SEC all forms, statementsreports, reports schedules, statements and other documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it since December 31, 1999 under each of the Securities Act, Act or the Exchange Act and the respective rules and regulations thereunder, all of which(such documents, as supplemented or amended if applicablesince the time of filing, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent Company SEC Reports"). As of their respective dates, the Parent Company SEC Reports Reports, including without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act (including requirements as to the filing of exhibits), (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (iii) with respect to Company SEC Reports filed after July 30, 2002, at the time filed complied in all material respects with the applicable requirements of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), including, wit▇▇▇▇ ▇▇▇▇▇▇▇▇▇n, that, to the ext▇▇▇ ▇▇▇▇▇▇▇▇, each periodic report was accompanied by the certifications required by Section 906 and Section 302 of the Sarbanes-Oxley Act and included the disclosure required by Item 307 o▇ ▇▇▇▇▇▇▇▇▇▇ ▇-K promulgated by the SEC ("Regulation S-K"). The audited consolidated financial statements of Parent and unaudited consolidated interim financial statements included or incorporated by reference in the Parent's Annual Report on Form 10-K for the year ended December 31Company SEC Reports (including any related notes and schedules) fairly present, 1997 (collectivelyin all material respects, the "Parent Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the results of their operations and changes in financial position their cash flows and other information included therein for the periods then endedset forth therein, in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and subject, in the case of interim financial statements, where appropriate, to normal year-end adjustments that would not, individually or in the aggregate, be material in amount or effect).

Reports and Financial Statements. Since January 1, 1996, Parent The Company has filed previously furnished the Purchaser with the SEC all forms, statements, reports true and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of whichcomplete copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available following documents, to the Company copies extent not available on the ▇▇▇▇▇ system (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports Report on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year2004, as filed with the SECCommission, (bii) proxy and information statements relating to (i) all meetings of its stockholders shareholders (whether annual or special) since June 1, 2005 and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (ciii) all other reports, including quarterly reports, and reports or registration statements filed by Parent the Company with the SEC since January 1December 31, 1996 2004 (other than such reports, registration statements filed on Form S-8) (the documents referred to in clauses (a)and other filings, (b) and (c) filed prior to the date hereof together with any amendments or supplements thereto, are collectively referred to as the "Parent SEC Reports"“COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the Parent SEC Reports requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements of Parent the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the Parent's Annual Report on Form 10-K for published rules and regulations of the year ended December 31Commission with respect thereto, 1997 (collectively, the "Parent Financial Statements") and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP (except as may be indicated therein or in the notes theretothereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of Parent and its subsidiaries as of the Company at the dates thereof and the results of their its operations and changes in financial position its cash flows for the periods then ended.

Reports and Financial Statements. Since January 1, 1996, Parent (a) The Company has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available upon request to the Company copies (including all exhibits, post-effective amendments and supplements thereto) Purchasers prior to the execution of its (a) this Agreement a copy of the Company's Annual Reports Report on Form 10-K for the fiscal year ended December July 31, 1997 and 2001, as amended on Form 10-K/A filed on April 4, 2002, the Company's Quarterly Reports on Form 10-Q that have been filed for all quarters ended since July 31, 2001, as amended on Form 10-Q/A filed on April 5, 2002, the definitive proxy statement for the immediately preceding fiscal yearCompany's 2001 annual meeting of stockholders and all Current Reports on Form 8-K filed since July 31, 2001, as such documents have since the time of their filing been amended or supplemented (together with all reports, documents and information hereafter filed with the SEC, (b) proxy and including all information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions incorporated therein by written consent in lieu of a stockholders' meeting from January 1reference, 1996collectively, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent The SEC Reports (a) complied and will comply as to form in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (b) did not contain and 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the ParentSEC Reports complied and will comply as to form in all material respects with the SEC's Annual Report on Form 10-K for the year ended December 31rules and regulations with respect thereto), 1997 (collectively, the "Parent Financial Statements") have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments not material and to the absence of footnotes) the financial position and stockholders' equity of Parent and its subsidiaries the Company as of the respective dates thereof and the results of their operations and changes in financial position consolidated cash flows for the respective periods then ended. (b) The summary, selected and pro forma financial and statistical data included in the Offering Memorandum present fairly the information shown therein and, excluding projections for the year ending July 31, 2002 (which have been compiled on a basis consistent with the Company's earnings release made in February 2002), have been compiled on a basis consistent with the financial statements included in the SEC Reports. (c) The Company has a duly constituted audit committee of its Board of Directors (the "Audit Committee"), all of whose members are "independent" and such committee has operated in accordance with applicable law and regulations, the requirements of any securities exchange or Nasdaq market on which the Company's securities are traded or listed. The Company's independent public accountants have reviewed each interim financial statement in accordance with the requirements of applicable federal securities laws, the Audit Committee's charter, the Commission's rules and regulations and the applicable rules of Nasdaq or any securities exchange on which the Company has securities listed or traded. 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 for the fiscal year ending July 31, 2002 or have raised any unresolved issues with respect to any of the Company's interim financial statements.

Reports and Financial Statements. Since January 1, 1996, The Company has previously furnished to Parent has filed with the SEC all forms, statements, reports complete and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of whichaccu- rate copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports Transi- tional Report on Form 10-K for the fiscal year ended transitional period from July 1, 1996 to December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC1996, (bii) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) since June 30, 1996 and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (ciii) all other reportsreports or registration statements, including quarterly reportsRegistration Statements on Form S-8, and registration statements filed by Parent the Company with the SEC since January 1June 30, 1996 (other than such annual reports, proxy statements, registration statements filed on Form S-8) (the documents referred to in clauses (a)and other filings, (b) and (c) filed prior to the date hereof together with any amendments or supplements thereto, are collectively referred to herein as the "Parent SEC Company Reports"). The Company Reports constitute all of the documents filed or required to be filed by the Company with the SEC since June 30, 1996. As of their respective dates, the Parent SEC Company 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 Parent the Company included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 Company Reports (collectivelyto- gether, the "Parent Financial Statements") (A) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (B) have been prepared in accordance with United States generally accepted accounting principles applied ("GAAP") ap- plied 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), and (C) and fairly present in all material respects the consolidated financial position condition, results of Parent operations and cash flows of the Company and its consolidated subsidiaries as of the respective dates thereof and the results of their operations and changes in financial position for the periods then endedreferred to therein.

Reports and Financial Statements. Since January 1, 19961997, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Parent is required to file any form, report or other document with the SEC. Parent has previously delivered or made available to the Company Cereus, via its EDGA▇ ▇▇▇ings where available, copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K (as amended on Form 10-K/A) for the fiscal years ended December 31, 1998 and December 31, 1999, Annual Report on Form 10-KSB (as amended on Form 10-KSB/A) for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year1997, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting meeting, in each case from January 1, 1996, 1998 until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) 1997 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent PARENT SEC ReportsREPORTS"). As of their respective dates, neither the Parent SEC Reports did not contain nor the documents describing the Mineral Transaction 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 the light of the circumstances under which they were made, not misleading. The audited financial statements for the fiscal year ended December 1999 and the two prior fiscal years, and the unaudited consolidated financial statements of Parent included in the Parent's Annual Quarterly Report on Form 10-K Q for the year period ended December March 31, 1997 2000 (collectively, the "Parent Financial StatementsPARENT FINANCIAL STATEMENTS") ), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent and its subsidiaries Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended.

Reports and Financial Statements. Since (a) From January 1, 19962020 through the date of this Agreement, Parent the Company has filed or furnished all forms, documents and reports with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed or furnished by it with the SEC under the Securities Act or the Exchange Act (the “Company SEC Documents”). As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively)), the Company SEC Documents (excluding, in each case information supplied by Parent or any of its affiliates in writing for inclusion therein) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements and none of the appropriate act and the rules and regulations thereunder. Company SEC Documents (excluding, in each case information supplied by Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) any of its (aaffiliates in writing for inclusion therein) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain 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. As of the date hereof, to the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding or unresolved comments. The audited Company has, prior to the date hereof, delivered, or otherwise made available through filings with the SEC, to Parent with accurate and complete copies of all comment letters received by the Company since January 1, 2020 relating to the Company SEC Documents, together with all written responses of the Company thereto. The Company Subsidiary is, or at any time since January 1, 2020 has been, required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related notes and schedules) of Parent the Company included in the Parent's Annual Report on Form 10-K Company SEC Documents (i) complied as to form, as of their respective filing dates, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, in each case in effect as of their respective filing dates, (ii) fairly presented in all material respects the consolidated financial position of the Company and the Company Subsidiary, as of the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the year respective periods then ended December 31(subject, 1997 in the case of the unaudited interim financial statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto), and (collectively, the "Parent Financial Statements"iii) have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited interim financial statements, to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) and fairly present Neither the financial position Company nor the Company Subsidiary is a party to, nor does it have any commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Parent and its subsidiaries as Regulation S-K under the Exchange Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the dates thereof and Company or the results of their operations and changes Company Subsidiary in financial position for the periods then endedCompany SEC Documents.

Reports and Financial Statements. Since January 1, 1996, Parent The Buyer has filed with previously furnished to the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act Company and the respective rules Company Stockholders complete and regulations thereunder, all of whichaccurate copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports Report on Form 10-K for the fiscal year ended December 31February 1, 1997 and for the immediately preceding fiscal year1997, as filed with the Securities and Exchange Commission (the "SEC"), and (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements reports filed by Parent the Buyer under Section 13 of the Exchange Act with the SEC since January February 1, 1996 1997 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof such reports are collectively referred to herein as the "Parent SEC ReportsBUYER REPORTS"). The Buyer Reports constitute all of the documents required to be filed by the Buyer under Section 13 of the Exchange Act with the SEC since February 1, 1997. As of their respective dates, the Parent 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Buyer included in the Parent's Annual Report on Form 10-K for Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the year ended December 31published rules and regulations of the SEC with respect thereto, 1997 (collectively, the "Parent Financial Statements"ii) have been prepared in accordance with generally accepted accounting principles 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 and except for normal recurring year-end adjustments (which will not be material)), (iii) and fairly present the consolidated financial position condition, results of Parent operations and cash flows of the Buyer and its subsidiaries as of the respective dates thereof and the results of their operations and changes in financial position for the periods then endedreferred to therein, and (iv) are consistent with the books and records of the Buyer and its subsidiaries.

Reports and Financial Statements. Since January 1, 1996, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent The Company has previously delivered or made available to the Company furnished Acquisition with true and complete copies of (including all exhibits, post-effective amendments and supplements theretoi) of its (a) Annual Reports Registration Statement on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal yearSB, as filed with the SECCommission, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1its Quarterly Report on Form 10-QSB for the quarter ended June 30, 19961997, until as filed with the date hereof, Commission and (ciii) all other reports, including quarterly reports, and reports or registration statements filed by Parent the Company with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) Commission that the Company was required to file with the Commission (the documents referred to listed in clauses (a), i) through (biii) and (c) filed prior to the date hereof are collectively being referred to herein collectively as the "Parent Company SEC Reports"). As of their respective dates, the Parent Company SEC Reports 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent's Annual Report on Form 10-K for Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the year ended December 31published rules and regulations of the Commission with respect thereto, 1997 (collectively, and the "Parent Financial Statements") financial statements included in the Company SEC Reports 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 fairly present in all material respects the financial position of Parent and its subsidiaries as of the Company at the dates thereof and the results of their its operations and 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.

Reports and Financial Statements. Since January 1, 1996, The Company has previously made available to Parent has (including through the SEC's ▇▇▇▇▇ system) true and complete copies of: (a) the Company's Annual Report on Form 10-K filed with the SEC all formsfor the year ended December 31, statements1999; (b) the Company's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended June 30, reports and documents 2000; (including all exhibits, post-effective amendments and supplements theretoc) required to be the definitive proxy statement filed by it under each the Company with the SEC on or about May 1, 2000; (d) the final prospectus filed by the Company with the SEC with respect to its initial public offering; and (e) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 1999. As of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), such reports, proxy statements and prospectuses (individually a "Company SEC Report" and collectively, the "Company SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) promulgated thereunder and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent and unaudited consolidated interim financial statements included in the Parent's Annual Report on Form 10-K for Company SEC Reports (including any related notes and schedules) complied as to form, as of their respective dates of filing with the year ended December 31SEC, 1997 (collectivelyin all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "Parent Financial Statements") have been were prepared in accordance with 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, and except that unaudited statements do not contain footnotes in substance or form required by GAAP, as is permitted by Form 10-Q of the Exchange Act) and fairly present presented the financial position of Parent the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods or as of the dates then endedended (subject, where appropriate, to normal year-end adjustments). Since the date of the effectiveness of the final prospectus for the Company's initial public offering, the Company has timely filed all reports and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. Since January 1, 1996, Parent The Company has filed with the SEC timely made all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) filings required to be filed made by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder(defined below). The Company has delivered, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available on its website or otherwise, to the Company copies (including all exhibits, post-effective amendments and supplements thereto) Purchaser prior to the execution of its (a) this Agreement a copy of the Company's Annual Reports Report on Form 10-K for the fiscal year ended December 31, 1997 2003, the Company's Quarterly Reports on Form 10-Q that have been filed for all quarters ended since December 31, 2003, the Company's Current Reports on Form 8-K that were filed on January 12, 2004, February 20, 2004, April 8, 2004, April 14, 2004, April 21, 2004, April 23, 2004, May 6, 2004 and June 4, 2004, and the definitive proxy statement for the immediately preceding fiscal yearCompany's 2004 annual meeting of stockholders, and through the Closing will deliver upon request any other Current Reports on Form 8-K filed since December 31, 2003 (as such documents have since the time of their filing been amended or supplemented, and together with all reports, documents and information filed on or after the date first written above through the date of Closing with the SEC, (b) proxy and including all information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions incorporated therein by written consent in lieu of a stockholders' meeting from January 1reference, 1996collectively, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As The SEC Reports (a) complied and will comply as to form in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (b) did not, at the time of their respective datesfiling, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent the Company included in the Parent's Annual Report on Form 10-K for SEC Reports comply in all material respects with applicable accounting requirements and the year ended December 31, 1997 (collectively, rules and regulations of the "Parent Financial Statements") SEC with respect thereto as in effect at the time of filing. Such financial statements 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 otherwise specified in such financial statements or in the notes thereto) , and fairly present in all material respects the financial position of Parent the Company and its consolidated subsidiaries as of and for the dates thereof and the results of their operations and changes in financial position cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

Reports and Financial Statements. Since January 1The Company has previously furnished to Parent true and complete copies of: (a) the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for the year ended December 31, 1996, Parent has ; (b) the Company's Quarterly Reports on Form 10-Q filed with the SEC all formsfor the quarters ended March 31, statements1997 and June 30, reports and documents 1997; (including all exhibits, post-effective amendments and supplements theretoc) required to be the definitive proxy statement filed by it under the Company with the SEC on May 13, 1997; (d) each final prospectus filed by the Company with the SEC since July 23, 1996, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 1996. Except as previously disclosed in writing to Parent, as of their respective dates, such reports, proxy statement, and prospectuses (collectively, the "Company SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) promulgated thereunder and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the foregoing clause (ii) shall not apply to the financial statements included in the Company SEC Reports (which are covered by the following sentence). The audited consolidated financial statements of Parent and unaudited consolidated interim financial statements included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 Company SEC Reports (collectively, the "Parent Financial Statements"including any related notes and schedules) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods or as of the dates then endedended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the 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 July 23, 1996, the Company has timely filed all material reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. Since January 1, 1996, The Company has previously furnished to Parent has filed with the SEC all forms, statements, reports complete and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of whichaccurate copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports Report on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC1999, (bii) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1since December 31, 1996, until the date hereof1998, and (ciii) all other reportsreports or registration statements, including quarterly reportsRegistration Statements on Form S-8, and registration statements filed by Parent the Company with the SEC since January 1December 31, 1996 1998 (other than such annual reports, proxy statements, registration statements filed on Form S-8) (the documents referred to in clauses (a)and other filings, (b) and (c) filed prior to the date hereof together with any amendments or supplements thereto, are collectively referred to herein as the "Parent SEC Company Reports"). The Company Reports constitute all of the documents filed or required to be filed by the Company with the SEC since December 31, 1998. As of their respective dates, the Parent SEC Company 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 Parent the Company included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 Company Reports (collectivelytogether, the "Parent Financial Statements") (A) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (B) have been prepared in accordance with United States generally accepted accounting principles ("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), and (C) and fairly present in all material respects the consolidated financial position condition, results of Parent operations and cash flows of the Company and its consolidated subsidiaries as of the respective dates thereof and the results of their operations and changes in financial position for the periods then endedreferred to therein.

Reports and Financial Statements. Since January 1, 1996, Parent The Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent The Company has previously delivered or made available to the Company Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December July 31, 1997 1999, and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 19961997, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent the Company with the SEC since January 1, 1996 1997 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent COMPANY SEC ReportsREPORTS"). The Company SEC Reports are identified on the Company Disclosure Schedule. As of their respective datesfiling dates (and, in the case of any registration statement, the Parent date on which it was declared effective), 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 consolidated financial statements of Parent the Company included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 Company SEC Reports (collectively, the "Parent Financial StatementsCOMPANY FINANCIAL STATEMENTS") have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present present, in all material respects, the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position their cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. Since January 1November 13, 19962000, Parent the Company has filed with the SEC all forms, reports, schedules, registration statements, reports prospectuses and documents definitive proxy statements (including all exhibits, post-effective amendments and supplements theretothe "COMPANY SEC REPORTS") required to be filed by it under each of the Securities ActAct of 1933, as amended, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects as to form with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered As of their respective dates (taking into account any amendments or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) thereto filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"hereof). As of their respective dates, the Parent 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 of Parent the Company included in the ParentCompany's Annual Report on Form 10-K for the year ended December 31, 1997 2000 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (collectively, the "Parent Financial StatementsCOMPANY 10-Q") for the period ended June 30, 2001 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 theretothereto or as may be permitted by the rules and regulations applicable to the quarterly report on Form 10-Q) and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then endedreported (subject, in the case of the unaudited financial statements, to normal year-end adjustments). Except as disclosed in the Company SEC Reports, there are no agreements, arrangements or understandings, or relationships or items of indebtedness, involving the Company or any of its Significant Subsidiaries of the type which would be required to be disclosed pursuant to Item 404(a), (b) or (c) of Regulation S-K under the Exchange Act.

Reports and Financial Statements. Since The filings required to be made by the Company and its Subsidiaries since January 1, 1996, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it 1996 under each of the Securities Act, the Exchange Act, the Federal Power Act and (the respective rules and regulations thereunder"Power Act"), all the Natural Gas Act (the "Gas Act"), the Natural Gas Policy Act (the "NGPA"), the Public Utility Holding Company Act of which1935, as amended if applicable(the "1935 Act") or any applicable state laws, rules or regulations have been filed with the Securities and Exchange Commission (the "SEC"), the applicable public utility regulatory authorities or the FERC, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and the Company has complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent The Company has previously delivered or made available to the Company copies (including all exhibitsParent a true and complete copy of each report, post-effective amendments schedule, registration statement and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) definitive proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements statement filed by Parent Company with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (as such documents have since the documents referred to in clauses (a)time of their filing been amended, (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent Company SEC Reports"). As of their respective dates, the Parent Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act and (ii) did not, or with respect to those not yet filed, 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 Company SEC Reports (collectively, the "Parent Company Financial Statements") have been been, or with respect to those not yet filed, will be prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present, or with respect to those not yet filed, will fairly present the financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of their its operations and changes in financial position cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. Notwithstanding the foregoing, no representation or warranty is being made in this Section 2.5 with respect to information furnished in writing by Parent specifically for inclusion in any Company SEC Report filed after the date hereof or with respect to any Parent SEC Report incorporated therein by reference.

Reports and Financial Statements. Since January 1, 1996, Parent (a) The Buyer has filed with previously furnished to the SEC all forms, statements, reports Company complete and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of whichaccurate copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997 and December 31, 1997, (ii) Annual Reports Report on Form 10-K for the fiscal year ended December 31June 30, 1997 and for the immediately preceding fiscal year1997, each as filed with the Securities and Exchange Commission (the "SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof"), and (ciii) all --- other reports, including quarterly reports, and registration statements reports filed by Parent the Buyer under Section 13 of the Exchange Act with the SEC since January 1June 30, 1996 1997 through the Closing Date (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof such reports are collectively referred to herein as the "Parent SEC Buyer Reports"). The Buyer Reports constitute all of ------------- the documents required to be filed by the Buyer under the Exchange Act with the SEC since June 30, 1997. As of their respective dates, the Parent 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Buyer included in the Parent's Annual Report on Form 10-K for Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the year ended December 31published rules and regulations of the SEC with respect thereto, 1997 (collectively, the "Parent Financial Statements"ii) have been prepared in accordance with generally accepted accounting principles 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) and fairly present the consolidated financial position condition, results of Parent operations and its subsidiaries cash flows of the Buyer as of the respective dates thereof and the results of their operations and changes in financial position for the periods then endedreferred to therein, and (iv) are consistent with the books and records of the Buyer. Since December 31, 1997 Buyer has not, except as disclosed in Schedule 4.06, made or suffered any change in, or condition affecting, its condition (financial or otherwise), properties, profitability, prospects or operations other than changes, events or conditions in the ordinary course of Buyer's business none of which (individually or in the aggregate) has had or may have a material adverse effect on its business, financial condition, properties, profitability, prospects or operations.

Reports and Financial Statements. Since January 1The Company has previously furnished or made available to Purchaser complete and accurate copies, 1996as amended or supplemented, Parent has of its (a) Form 10-Q for the period ended September, 2002 as filed with the Securities and Exchange Commission (“SEC”) and (b) all other reports filed by the Company under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since January, 2002 (such reports are collectively referred to herein as the “Company Reports”). The Company Reports constitute all forms, statements, reports and of the documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it the Company under each 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 from January, 2002 through the date of this Agreement. The Company Reports have been duly and timely filed, were in compliance in all material respects with the requirements of the Exchange Act and the respective rules and regulations thereunderthereunder when filed, all of which, as amended if applicable, complied when filed and were complete and correct in all material respects with all applicable requirements as of the appropriate act and dates at which the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports")therein was furnished. As of their respective dates, the Parent SEC Company 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 Parent the Company included in the Parent's Annual Report on Form 10-K for Company Reports (i) complied as to form in all material respects with applicable accounting requirements and the year ended December 31published rules and regulations of the SEC with respect thereto when filed, 1997 (collectively, the "Parent Financial Statements"ii) have been were prepared in accordance with generally accepted accounting principles 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) and fairly present the consolidated financial position condition, results of Parent operations and its subsidiaries cash flows of the Company as of the respective dates thereof and the results of their operations and changes in financial position for the periods then endedreferred to therein, and (iv) are consistent with the books and records of the Company. To the knowledge of the Company, all reports required to be filed by stockholders, officers and directors of the Company pursuant to Section 16(a) of the Exchange Act have been timely filed.

Reports and Financial Statements. Since January 1, 1996, Parent (a) The Company has filed with the SEC in a timely manner all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of with the Securities ActSEC since December 31, 1994, and has heretofore delivered to Parent, in the Exchange Act and form filed with the respective rules and regulations thereunderSEC, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements theretoi) of its (a) Annual Reports on Form 10-K for the fiscal year years ended December 31, 1997 1994, 1995, and 1996, respectively, (ii) its Quarterly Reports on Form 10-Q for the immediately preceding fiscal yearperiods ended March 31, as filed with the SECJune 30 and September 30, 1997, (biii) all proxy and information statements relating to (i) all the Company's meetings of its stockholders shareholders (whether annual or special) held since December 31, 1994, and (iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (cabove) all other reports, including quarterly reports, and registration statements filed by Parent the Company with the SEC since January 1December 31, 1996 (other than registration statements filed on Form S-8) 1994 (the forms, reports and other documents referred to in clauses (ai), (bii), (iii) and (civ) filed prior to the date hereof are collectively above, together with any amendments or supplements thereto, being referred to herein, collectively, as the "Parent SEC Company Reports"). As The Company Reports (i) were prepared in all material respects in accordance with the applicable requirements of their respective datesthe Securities Act of 1933, as amended (the Parent SEC Reports "Securities Act"), and the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited No Subsidiary is required to file any form, report or other document with the SEC. (b) Each of the consolidated financial statements of Parent included (including, in each case, any notes thereto) contained in the Parent's Annual Report on Form 10-K for Company Reports complies as to form in all material respects with applicable accounting requirements and the year ended December 31, 1997 (collectively, published rules and regulations of the "Parent Financial Statements") have been SEC with respect thereto and was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated therein or in the notes theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q under the Exchange Act) and each fairly present presented the consolidated financial position of Parent and its subsidiaries as of the dates thereof and the position, results of their operations and changes in financial position of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and the consolidated Subsidiaries at December 31, 1996, including the notes thereto, included in the Company's Annual Report on Form 10- K for the fiscal year then ended, or on the unaudited consolidated balance sheet of the Company and the consolidated Subsidiaries at September 30, 1997, including the notes thereto, included in the Company's Quarterly Report on Form 10-Q for the period then ended, the Company and the consolidated Subsidiaries have no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a consolidated balance sheet, or in the notes thereto, prepared in accordance with GAAP, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 1997 and which would not have a Material Adverse Effect on the Company.

Reports and Financial Statements. Since January 1, 1996, Parent The Buyer has filed with previously furnished to the SEC all forms, statements, reports Seller complete and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of whichaccurate copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports Report on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year1997, as filed with the SEC, and (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements reports filed by Parent the Buyer under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the SEC since January 1December 31, 1996 1997 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof such reports are collectively referred to herein as the "Parent SEC Buyer Reports"), including Buyer's report on Form 10-Q for the quarter ended March 31, 1998 ("Buyer's Most Recent Fiscal Period End"). The Buyer Reports constitute all of the documents required to be filed by the Buyer under Section 13 of the Exchange Act with the SEC since December 31, 1997. As of their respective dates, the Parent 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent the Buyer included in the Parent's Annual Report on Form 10-K for Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the year ended December 31published rules and regulations of the SEC with respect thereto, 1997 (collectively, the "Parent Financial Statements"ii) have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes theretothereto and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) and fairly present the consolidated financial position condition, results of Parent operations and cash flows of the Buyer and its subsidiaries Subsidiaries as of the respective dates thereof and the results of their operations and changes in financial position for the periods then endedreferred to therein, and (iv) are consistent with the books and records of the Buyer.

Reports and Financial Statements. Since January 1October 20, 19961994, Parent has filed with the SEC Commission all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects at the time of filing with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) a copy of its (a) Annual Reports Report on Form 10-K K, as amended, for the fiscal year years ended December 31, 1997 1994, 1995 and 1996, and its report on Form 10-Q for the immediately preceding fiscal yearquarter ended March 31, 1997, each as filed with the SECCommission, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1October 20, 19961994, until the date hereof, and (c) all other reports, including quarterly and current reports, and or registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) Commission (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports complied in all material respects with the requirements of the Exchange Act and/or the Securities Act and the rules and regulations of the Commission thereunder applicable to such Parent SEC Reports. As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of Parent included in such reports, including the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 notes and schedules thereto (collectively, the "Parent Financial Statements") ), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position 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.

Reports and Financial Statements. Since January 1The Company has delivered, 1996as exhibits to the Offering Document, Parent has filed with to the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required Purchasers prior to be filed by it under each the execution of this Agreement a copy of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports Company's Transition Report on Form 10-K for the fiscal year ended December transition period from January 1, 2003 to March 31, 1997 2003, the Company's Quarterly Reports on Form 10-Q that have been filed for all quarters ended since March 31, 2003, the Company's Current Reports on Form 8-K that were filed on January 23, 2004 and January 28, 2004, the definitive proxy statement for the immediately preceding fiscal yearCompany's 2003 annual meeting of stockholders, and will deliver upon request any other Current Reports on Form 8-K filed since March 31, 2003 (as such documents have since the time of their filing been amended or supplemented, and together with all reports, documents and information filed on or after the date first written above through the date of Closing with the SEC, (b) proxy and including all information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions incorporated therein by written consent in lieu of a stockholders' meeting from January 1reference, 1996collectively, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As The SEC Reports (a) complied and will comply as to form in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (b) did not, at the time of their respective datesfiling, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent the Company included in the Parent's Annual Report on Form 10-K for SEC Reports comply in all material respects with applicable accounting requirements and the year ended December 31, 1997 (collectively, rules and regulations of the "Parent Financial Statements") SEC with respect thereto as in effect at the time of filing. Such financial statements 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 otherwise specified in such financial statements or in the notes thereto) , and fairly present in all material respects the financial position of Parent the Company and its consolidated subsidiaries as of and for the dates thereof and the results of their operations and changes in financial position cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

Reports and Financial Statements. Since January 1, 1996, Parent The Company has timely filed with the SEC all forms, statementsreports, reports schedules, statements and other documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it since December 31, 1999 under each of the Securities Act, Act or the Exchange Act and the respective rules and regulations thereunder, all of which(such documents, as supplemented or amended if applicablesince the time of filing, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent Company SEC Reports"). As of their respective dates, the Parent Company SEC Reports Reports, including without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act (including requirements as to the filing of exhibits), (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (iii) with respect to Company SEC Reports filed after July 30, 2002, at the time filed complied in all material respects with the applicable requirements of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), including, withou▇ ▇▇▇▇▇▇▇▇▇▇, that, to the extent ▇▇▇▇▇▇▇▇, ▇▇▇h periodic report was accompanied by the certifications required by Section 906 and Section 302 of the Sarbanes-Oxley Act and included the disclosure required by Item 307 of R▇▇▇▇▇▇▇▇▇ ▇-▇ promulgated by the SEC ("Regulation S-K"). The audited consolidated financial statements of Parent and unaudited consolidated interim financial statements included or incorporated by reference in the Parent's Annual Report on Form 10-K for the year ended December 31Company SEC Reports (including any related notes and schedules) fairly present, 1997 (collectivelyin all material respects, the "Parent Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the results of their operations and changes in financial position their cash flows and other information included therein for the periods then endedset forth therein, in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and subject, in the case of interim financial statements, where appropriate, to normal year-end adjustments that would not, individually or in the aggregate, be material in amount or effect).

Reports and Financial Statements. Since January 1, 1996, Parent The Company has filed furnished ZGNA with the SEC all forms, statements, reports true and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each complete copies of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies Company's (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports on Form 10-K for the fiscal year years ended December 31April 30, 1997 and for the immediately preceding fiscal yearApril 30, 1998, as filed with the SECCommission, (bii) Quarterly Report on Form 10-Q for the quarter ended July 31, 1998, as filed with the Commission, (iii) proxy and information statements relating related to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January held since May 1, 1996, until the date hereof, and (civ) all other reports, including quarterly reports, and reports filed with or registration statements filed declared effective by Parent with the SEC Commission since January May 1, 1996 1996, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than registration statements filed on Form S-8preliminary material) that the Company was required to file with the Commission since that date (the documents clauses (i) through (iv) being referred to in clauses (a), (b) and (c) filed prior to the date hereof are herein collectively referred to as the "Parent Company SEC Reports"). As of their respective dates, the Parent 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent's Annual Report on Form 10-K for Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the year ended December 31, 1997 Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (collectively, the "Parent Financial Statements"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 theretothereto and, in the case of unaudited interim financial statements, the absence of all GAAP required footnotes and normal year-end audit adjustments), (ii) and fairly present fairly, in all material respects, the financial position of Parent the Company and its subsidiaries Subsidiaries as of at the dates thereof and the results of their operations and changes in financial position cash flow for the periods then endedended 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. (a) Since January 1, 19961999, Parent Purchaser has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Securities Exchange Act of 1934, as amended, and the respective rules and regulations thereunder, all of which, as amended if applicable, which complied when filed in all material respects with all applicable requirements of the appropriate act acts and the rules and regulations thereunder. Parent . (b) Purchaser has previously delivered or made available or delivered to the Company Companies or the Sellers copies (including all exhibits, post-effective amendments and supplements thereto) of its Purchaser's (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 1998, and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders shareholders (whether annual or special) and (ii) any actions by written consent in lieu of a stockholdersshareholders' meeting from January 1, 19961999, until the date hereof, and (c) all other reports, including quarterly reports, and or registration statements filed by Parent Purchaser with the SEC since January 1, 1996 1999 (other than registration statements Registration Statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to ), including the date hereof exhibits thereto, are collectively referred to as the "Parent Purchaser SEC Reports"). . (c) As of their respective dates, the Parent Purchaser SEC Reports did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (d) The audited consolidated financial statements and unaudited interim consolidated financial statements of Parent Purchaser included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 such reports (collectively, the "Parent Purchaser Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent Purchaser and its subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. Since January 1, 19961992, Parent has Company and each Company Subsidiary have filed all reports, registrations and statements, together with any required amendments thereto, that they 14 19 were required to file with the SEC all formsCommission under Sections 12(b), statements12(g), reports and documents (including all exhibits, post-effective amendments and supplements thereto13(a) required to be filed by it under each or 14(a) of the Securities Act, the Exchange Act of 1934, including, but not limited to Forms 10-K, Forms 10-Q and proxy statements (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"Company Reports"). Parent Company has previously delivered furnished or made available to the Company will promptly furnish National City with true and complete copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports each of Company's annual reports on Form 10-K for the fiscal year ended December years 1992 through 1996 and its quarterly reports on Form 10-Q for March 31, 1997, June 30, 1997 and for the immediately preceding fiscal yearSeptember 30, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports")1997. As of their respective dates, Company Reports complied with the Parent SEC Reports requirements of the Commission 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 the light of the circumstances circumstance under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent Company included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 (collectively, the "Parent Financial Statements") Company Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent Company and its subsidiaries Company Subsidiaries taken as of a whole as at the dates thereof and the consolidated results of their operations and changes in financial position cash flows 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. There exist no material liabilities of Company and its consolidated subsidiaries, contingent or otherwise of a type required to be disclosed in accordance with generally accepted accounting practices, except as disclosed in the Company Reports. Company's reserve for possible loan losses as shown in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997 was adequate, within the meaning of generally accepted accounting principles and safe and sound banking practices. 4.8

Reports and Financial Statements. Since January 1December 31, 1996, Parent the Company has timely filed with the SEC all registration statements, prospectuses, forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) that the Company was required to be filed by it under each of file with the Securities ActCommission (collectively, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the "Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent Company SEC Reports 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent's Annual Report on Form 10-K for Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the year ended December 31published rules and regulations of the Commission with respect thereto, 1997 (collectively, and the "Parent Financial Statements") financial statements included in the Company SEC Reports 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 theretothereto or, in the case of unaudited financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present the financial position of Parent the Company and its subsidiaries as of at the dates thereof and the results of their operations and changes in financial position for the periods then ended, subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein.

Reports and Financial Statements. Since January 1, 1996, Parent Calgene -------------------------------- has filed with the SEC all forms, statements, reports previously furnished to Monsanto complete and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of whichaccurate copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports Report on Form 10-K for the fiscal year ended December 31June 30, 1997 and for the immediately preceding fiscal year1995, as filed with the Securities and Exchange Commission (the "SEC"), (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1since June 30, 1996, until the date hereof, 1995 and (c) all other reportsreports or registration statements, including quarterly reportsother than Registration Statements on Form S-8, and registration statements filed by Parent Calgene with the SEC since January 1June 30, 1996 1995 (other than such annual reports, proxy statements, registration statements filed on Form S-8) (the documents referred to in clauses (a)and other filings, (b) and (c) filed prior to the date hereof together with any amendments or supplements thereto, are collectively referred to herein as the "Parent SEC Calgene Reports"). The Calgene Reports constitute all of the documents filed or required to be filed by Calgene with the SEC since June 30, 1995, other than any Registration Statement on Form S-8. As of their respective dates, the Parent SEC Calgene 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 Parent Calgene included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 Calgene Reports (collectivelytogether, the "Parent Financial Statements") (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with United States generally accepted accounting principles ("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), and (iii) and fairly present in all material respects the consolidated financial position condition, results of Parent operations and its subsidiaries cash flows of Calgene as of the respective dates thereof and the results of their operations and changes in financial position for the periods then endedreferred to therein.

Reports and Financial Statements. (a) Since January 1, 19962005, Parent or the date of organization or acquisition if later, each of the Company and its Subsidiaries has filed with the SEC all forms, reports and statements, reports and documents (including all exhibits, post-effective together with any amendments and supplements thereto) required to be filed by made with respect thereto, that it under was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities. As of their respective dates, each of such reports and documents, including the Securities ActCompany Financial Statements, the Exchange Act exhibits, and the respective rules and regulations thereunder, all of which, as amended if applicableschedules thereto, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reportsLaws, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports")without limitation Securities Laws. As of their its respective datesdate, the Parent SEC Reports each such report and document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent Company Financial Statements included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 such reports (collectively, the "Parent Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then endedcovered thereby) (A) are or if dated after the date of this Agreement, will be, in accordance with the books and records of the Company, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with applicable legal and accounting principles and reflect only actual transactions and (B) present, or will present, fairly the consolidated financial position of the Company as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the Company for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). (b) The Company and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the ▇▇▇▇ ▇▇▇) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since December 31, 2006, there has not been any material change in the internal controls utilized by the Company to assure that its consolidated financial statements conform with GAAP. The Company has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the ▇▇▇▇ ▇▇▇) to ensure that material information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosures and to allow the Company’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the 1934 Act.

Reports and Financial Statements. Since January 1, 1996, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent Chatwins has previously delivered or made available furnished to the Company copies (including all exhibits, post-effective amendments Reunion a true and supplements thereto) complete copy of its (ai) Annual Reports Report on Form 10-K for the fiscal year ended December 31, 1997 1998 (the "Chatwins 10-K") as filed with the Securities and Exchange Commission ("SEC"), (ii) Quarterly Report on Form 10-Q for the immediately preceding fiscal yearquarter ended March 31, 1999 as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) ; and (iiiii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements Current Reports on Form 8-K as filed by Parent with the SEC since January 1March 31, 1996 (other than registration statements filed 1999. Chatwins will provide Reunion with a true and complete copy of each Quarterly Report on Form S-8) (10-Q and each Current Report on Form 8-K promptly after filing such report with the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports")SEC. As of their respective dates, the Parent SEC Chatwins 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K referred to above did not not, and will not, when filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent and unaudited consolidated interim financial statements included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 (collectively, the "Parent Financial Statements") such reports or other filings 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 fairly present the consolidated financial position of Parent Chatwins and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position cash flow of Chatwins and its subsidiaries for the periods then ended, subject in the case of unaudited interim financial statements, to normal year-end adjustments which are neither individually nor in the aggregate expected to be material.

Reports and Financial Statements. Since January 1The Buyer has -------------------------------- previously furnished to the Company complete and accurate copies, as amended or supplemented, of its (i) Quarterly Report on Form 10-Q for the fiscal quarters ended December 31, 1996, Parent has filed with the SEC all formsMarch 31, statements1997, reports September 30,1997 and documents ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a▇▇) Annual Reports Report on Form 10-K for the fiscal year ended December 31June 30, 1997 and for the immediately preceding fiscal year1997, each as filed with the Securities and Exchange Commission (the "SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof"), and (ciii) --- all other reports, including quarterly reports, and registration statements reports filed by Parent the Buyer under Section 13 of the Exchange Act with the SEC since January 1December 31, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof such reports are collectively referred to herein as the "Parent SEC Buyer Reports"). The Buyer Reports include all of the documents ------------- required to be filed by the Buyer under the Exchange Act with the SEC since December 31, 1997. As of their respective dates, the Parent 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Buyer included in the Parent's Annual Report on Form 10-K for Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the year ended December 31published rules and regulations of the SEC with respect thereto, 1997 (collectively, the "Parent Financial Statements"ii) have been prepared in accordance with generally accepted accounting principles 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) and fairly present the consolidated financial position condition, results of Parent operations and its subsidiaries cash flows of the Buyer as of the respective dates thereof and the results of their operations and changes in financial position for the periods then endedreferred to therein, and (iv) are consistent with the books and records of the Buyer.

Reports and Financial Statements. Since January 1, 1996, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent The Company has previously delivered furnished or made available to the Company copies (including all exhibitsBuyer complete and accurate copies, post-effective amendments and supplements thereto) as amended or supplemented, of its (a) Annual Reports Report on Form 10-K KSB for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year1995, as filed with the Securities and Exchange Commission (the "SEC"), (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1since December 31, 1996, until the date hereof1995, and (c) all other reports, including quarterly reports, and reports or registration statements filed by Parent the Company with the SEC since January 1December 31, 1996 1995 (other than such annual reports, proxy statements, registration statements filed on Form S-8) (the documents referred to in clauses (a)and other filings, (b) and (c) filed prior to the date hereof together with any amendments or supplements thereto, are collectively referred to in this Agreement as the "Parent SEC Company Reports"). The Company Reports constitute all of the documents filed or required to be filed by the Company with the SEC since December 31, 1995. As of their respective dates, the Parent SEC Company Reports filed since December 31, 1995, 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 Parent the Company included in the Parent's Annual Report on Form 10-K for the year ended Company Reports filed since December 31, 1997 1995 (collectivelytogether, the "Parent Financial Statements"), (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with United States generally accepted accounting principles ("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-QSB under the Exchange Act), (iii) and fairly present the consolidated financial position condition, results of Parent operations and cash flows of the Company and its subsidiaries Subsidiary as of the respective dates thereof and the results of their operations and changes in financial position for the periods then endedreferred to therein, and (iv) are consistent with the books and records of the Company and its Subsidiary.

Reports and Financial Statements. Since January 1, 1996, Parent Gladstone has filed furnished the Company with the SEC all forms, statements, reports true and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each complete copies of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies Company's (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports on Form 10-K for the fiscal year years ended December 31, 1997 1996 and for the immediately preceding fiscal yearDecember 31, 1997, as filed with the SECSecurities and Exchange Commission (the "Commission"), (bii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995, September 30, 1995, March 31, 1996, June 30, 1996, September 30, 1996, March 31, 1997, June 30, 1997, and September 30, 1997 as filed with the Commission, (iii) proxy and information statements relating related to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC held since January 1, 1996 1995 and (iv) all other reports on Form 8-K and registration statements declared effective by the Commission since December 31, 1994, which are all the documents (other than registration statements filed on Form S-8preliminary material) that Gladstone was required to file with the Commission since January 1, 1995 (the documents referred to all items in clauses (a), i) through (biv) and (c) filed prior to the date hereof are collectively being referred to herein collectively as the "Parent Gladstone SEC Reports"). As of their respective dates, the Parent Gladstone SEC Reports complied 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 thereunder applicable to such Gladstone SEC Reports. As of their respective dates, the Gladstone 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 As of their respective dates, the audited consolidated financial statements and unaudited interim financial statements of Parent Gladstone included in the Parent's Annual Report on Form 10-K for Gladstone SEC Reports complied in all material respects with applicable accounting requirements of the year ended December 31Securities Act and the Exchange Act, 1997 and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Gladstone SEC Reports (collectively, the "Parent Financial Statements"i) have been prepared in accordance with generally accepted accounting principles 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) and fairly present fairly, in all material respects, the financial position of Parent and its subsidiaries Gladstone as of the dates thereof and (iii) are, in all material respects, in accordance with the results books of their operations account and changes records of Gladstone. Gladstone has no liability and is not subject to any loss contingency material to Gladstone other than as reflected or disclosed in the financial position statements or notes thereto included in the Gladstone SEC Reports filed prior to the date hereof. Any reports or other material filed by Gladstone with the Commission after the date hereof and prior to the Effective Time (other than preliminary material) shall be deemed to be included in the defined term "Gladstone SEC Reports" for purposes of this Agreement and Gladstone shall be deemed to have made the periods then endedrepresentations set forth in this Section 7.5 in respect of such reports or other material and any financial statements set forth therein.

Reports and Financial Statements. Since January 1, 1996, Parent The Company has filed previously furnished each Initial Purchaser with the SEC all forms, statements, reports true and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of whichcomplete copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available following documents, to the Company copies extent not available on the EDGAR system (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports Report on Form 10-K for the fiscal year ended December ▇▇▇▇mber 31, 1997 and for the immediately preceding fiscal year2001, as filed with the SECCommission, (bii) proxy and information statements relating to (i) all meetings of its stockholders shareholders (whether annual or special) since June 1, 2002 and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (ciii) all other reports, including quarterly reports, and reports or registration statements filed by Parent the Company with the SEC since January 1December 31, 1996 2001 (other than such reports, registration statements filed on Form S-8) (the documents referred to in clauses (a)and other filings, (b) and (c) filed prior to the date hereof together with any amendments or supplements thereto, are collectively referred to as the "Parent SEC Reportsthe Company Commission Filings"). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2001. As of their respective dates, such Company's Commission Filings (as amended or supplemented) complied in all material respects with the Parent SEC Reports requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements of Parent the Company included in such Company's Commission Filings comply as to form in all material respects with applicable accounting requirements and the Parent's Annual Report on Form 10-K for published rules and regulations of the year ended December 31Commission with respect thereto, 1997 (collectively, the "Parent Financial Statements") and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP (except as may be indicated therein or in the notes theretothereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of Parent and its subsidiaries as of the Company at the dates thereof and the results of their its operations and changes in financial position its cash flows for the periods then ended.

Reports and Financial Statements. Since January 1, 19961998, Parent the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective posteffective amendments and supplements thereto) (the "COMPANY SEC REPORTS") required to be filed by it under each of the Securities ActAct of 1933, as amended, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered As of their respective dates except as amended or made available supplemented prior to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent 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 of Parent the Company included in the ParentCompany's Annual Report on Form 10-K for the year twelve months ended December 31, 1997 1999 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "COMPANY 10-Q") for the quarterly period ended March 31, 2000 (collectively, the "Parent Financial StatementsCOMPANY FINANCIAL STATEMENTS") 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) and fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then endedended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 1999, the Company 10-Q and the Current Report on Form 8-K filed by the Company on June 5, 2000 are collectively referred to as the "COMPANY RECENT SEC REPORTS".

Reports and Financial Statements. Since January 1, 1996, Parent (a) The Company has filed with the SEC or furnished all forms, documents, statements, reports reports, exhibits and other documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed or furnished by it under each of with the Securities Act, and Exchange Commission (the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto“SEC”) of its (a) Annual Reports on Form 10-K for the fiscal year ended since December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, 2009 (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements documents filed on a voluntary basis on Form S-8) (8-K and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent “Company SEC Reports"Documents”). As of their respective dates, or, if amended, as of the Parent date of the last such amendment, (i) the Company SEC Reports did not contain Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (ii) none of the Company SEC 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 in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company SEC Documents (as revised, amended, supplemented or superseded by a later-filed Company SEC Document) 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. There are no amendments or modifications to any Company SEC Documents that are required to be filed with or furnished to the SEC that have not yet been so filed or furnished. The audited Company has made available to Parent true, correct and complete copies of all comment letters, written inquiries and enforcement correspondence between the Company (and its Subsidiaries) and the SEC occurring since January 1, 2007, and will, as promptly as practicable, make available to Parent any such correspondence sent or received after the date hereof. None of the Company SEC Documents is subject to any ongoing SEC review or outstanding SEC comment. None of the Excluded Assets are included as assets on the balance sheets included in the 2009 Form 10-K. (b) The consolidated financial statements (including all related notes and schedules) of Parent the Company included in the Parent's Annual Report on Form 10-K Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the year respective periods then ended December 31(subject, 1997 in the 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 (collectivelyexcept, in the "Parent Financial Statements"case of the unaudited statements, as permitted by the SEC) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended).

Reports and Financial Statements. Since January 1, 1996, (a) The Company has previously furnished to the Parent has filed with the SEC all forms, statements, reports complete and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of whichaccurate copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports Report on Form 10-K or Form 10-KSB for the fiscal year years ended December January 31, 1997 1995 and for the immediately preceding fiscal year1996, as filed with the Securities and Exchange Commission (the "SEC"), and amendments thereto, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1since September 6, 19961994, until the date hereof, and (c) all other reportsfinal reports or registration statements, including quarterly reportsother than Registration Statements on Form S-8, and registration statements filed by Parent the Company with the SEC since September 6, 1994 and (d) the draft Annual Report on form 10-KSB for the fiscal year ended January 131, 1996 (other than registration statements filed on Form S-8) 1997 (the documents referred to in clauses (a)"Draft Report") , (b) such annual reports, proxy statements, registration statements, Draft Report and (c) filed prior to the date hereof other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Parent SEC Company Reports"). The Company Reports constitute all of the documents filed or required to be filed by the Company with the SEC since September 6, 1994, other than Registration Statements on Form S-8. The Parties acknowledge and agree that the Draft Report shall be substantially updated to include such information as the Company deems necessary to disclose therein, which information has previously been disclosed to Parent. As of their respective datesdates and subject to the immediately preceding sentence with respect to the Draft Report as of the date hereof (as supplemented by the information disclosed herein), the Parent SEC Company 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 Parent the Company included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 Company Reports (collectivelytogether, the "Parent Financial Statements") (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with United States generally accepted accounting principles ("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 or Form 10-QSB under the Exchange Act and subject to normal recurring year-end adjustments), (iii) and fairly present the financial position condition, results of Parent operations and its subsidiaries cash flows of the Company as of the respective dates thereof and the results of their operations and changes in financial position for the periods then endedreferred to therein, and (iv) are consistent in all material respects with the books and records of the Company. The Company has also previously furnished to the Parent all documents prepared by the Company and used in connection with any offer or sale of securities by the Company since September 6, 1994. (b) The balance sheet contained in the Draft Report including the footnotes thereto, is sometimes referred to hereinafter as the "Base Balance Sheet." (c) The books of account of the Company are complete and correct in all material respects. The (i) current books of account and (ii) to the extent the same are in the Company's possession, auditor's letters to management of the Company for the past five (5) years and other significant correspondence from or to such auditors during such period, if any, have been made available to the Parent.

Reports and Financial Statements. Since January 1, 1996, Parent The Buyer has filed with previously furnished to the SEC all forms, statements, reports Sellers complete and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of whichaccurate copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports Report on Form 1020-K F for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year1996, as filed with the Securities and Exchange Commission (the "SEC"), (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1since December 31, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and reports or registration statements filed by Parent the Buyer with the SEC since January 1December 31, 1996 1996, (such annual reports, proxy statements, reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "the Buyer Reports"). The Buyer Reports constitute all of the documents filed or required to be filed by the Buyer with the SEC since December 31, 1996, pursuant to the Securities Act and the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), other than any registration statements statement filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent 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 the light of the circumstances under which they were made, not misleading. The consolidated audited consolidated financial statements of Parent the Buyer included in the Parent's Annual Report on Form 10-K for Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the year ended December 31published rules and regulations of the SEC with respect thereto, 1997 (collectively, the "Parent Financial Statements"ii) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto), (iii) and fairly present the consolidated financial position condition, results of Parent operations and its subsidiaries cash flows of the Buyer as of the respective dates thereof and the results of their operations and changes in financial position for the periods then endedreferred to therein, and (iv) are consistent with the books and records of the Buyer.

Reports and Financial Statements. Since January 1(a) The Company has previously furnished or made available to Parent true and complete copies of: (i) the audited consolidated financial statements of the Company and its Subsidiaries as of, 1996and for the year ended December 31, Parent has 2005 (the "2005 Financial Statements"); (ii) the Company's Annual Reports on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for each of the years ended December 31, 2003, 2004 and 2005; (iii) each definitive proxy statement filed by the Company with the SEC; (iv) each final prospectus filed by the Company with the SEC, except any final prospectus relating to a Registration Statement on Form S-8; and (v) all Current Reports on Form 8-K and Quarterly Reports on Form 10-Q filed by the Company with the SEC since December 31, 2004. (b) The 2005 Financial Statements and the audited consolidated financial statements and unaudited consolidated interim financial statements included in the Company SEC Reports (including any related notes and schedules) fairly present the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash 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 adjustments), in each case in accordance with accounting principles generally accepted in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). (c) The Company has filed all forms, reports, statements, reports schedules and other documents (including all annexes, exhibits, post-effective schedules, amendments and supplements thereto) required to be filed by it under each with the SEC since December 31, 2002 (such forms, reports, statements, schedules and documents filed by it with the SEC, including any such forms, reports, statements, schedules and other documents filed by the Company with the SEC after the date of this Agreement and prior to the Securities ActClosing Date, are referred to herein, collectively, as the "SEC Reports") and with respect to the SEC Reports filed by the Company after the date of this Agreement and prior to the Closing Date, will deliver or make available to the Parent all of such SEC Reports in the form filed with the SEC. As of their respective filing dates, the Exchange Act and the respective rules and regulations thereunder, SEC Reports (including all of which, information incorporated therein by reference) (i) complied as amended if applicable, complied when filed to form in all material respects with all applicable the requirements of the appropriate act and Securities Act or the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal yearExchange Act, as filed with the SECapplicable, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements To the Knowledge of Parent included in the Parent's Annual Report Company, the Company has timely filed all reports, including but not limited to reports on Form Forms 10-K, 10-Q, 8-K for and proxy statements required to be filed by it ▇▇▇▇ ▇▇▇ ▇▇▇ under the year ended December 31, 1997 (collectively, the "Parent Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) rules and fairly present the financial position of Parent and its subsidiaries as regulations of the dates thereof SEC. Except with respect to First Montauk Securities Corp. ("First Montauk Securities"), a wholly-owned subsidiary of the Company and a registered broker-dealer with the SEC and the results NASD (as hereinafter defined in Section 3.13(b)), none of their operations and changes in financial position for the periods then endedCompany's Subsidiaries are required to file any forms, reports or other documents with the SEC.

Reports and Financial Statements. Since January 1, 1996, (a) The Company has previously made available to Parent has (including through the SEC's ▇▇▇▇▇ system) true and complete copies of: (a) the Company's Annual Report on Form 10-KSB filed with the SEC all formsfor each of the years ended December 31, statements2002 through 2004; (b) the Company's Quarterly Report on Form 10-QSB filed with the SEC for the quarters ended March 31, reports 2005, June 30, 2005 and documents September 30, 2005; (including all exhibits, post-effective amendments and supplements theretoc) required to be each definitive proxy statement filed by it under each the Company with the SEC since December 31, 2002; and (d) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 2002. As of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), such reports, proxy statements and prospectuses (individually a "Company SEC Report" and collectively, the "Company SEC Reports") (a) complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act and the respective rules and regulations thereunder, all of which1934, as amended if applicable, complied when filed in all material respects with all applicable requirements of (the appropriate act "Exchange Act") and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments promulgated thereunder and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent and unaudited consolidated interim financial statements included in the Parent's Annual Report on Form 10-K for Company SEC Reports (including any related notes and schedules) complied as to form, as of their respective dates of filing with the year ended December 31SEC, 1997 (collectivelyin all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "Parent Financial Statements") have been were prepared in accordance with 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, and except that unaudited statements do not contain footnotes in substance or form required by GAAP, as is permitted by Form 10-QSB of the Exchange Act) and fairly present presented the financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods or as of the dates then endedended (subject, where appropriate, to normal year-end adjustments). Since December 31, 2002, the Company has timely filed all reports and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. (b) Since September 30, 2005, there has not been any material change by the Company in accounting principles, methods or policies for financial accounting purposes, except as required by concurrent changes in generally accepted accounting principles. There are no material amendments or modifications to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act, which have not been filed with the SEC but which are required to be filed. The Company maintains a reasonable process or procedure under which management of the Company is aware of or authorizes material transactions of the Company such that such transactions may be recorded on the quarterly and annual financial reports of the Company in accordance with GAAP. The Company currently conducts its business in compliance in all material respects with all laws and regulations as currently applicable to the conduct of its business, including applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (c) The Company has no material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), and, to the Knowledge of the Company, there is no reasonable basis for the assertion of any material claim or liability of any nature against the Company, except for liabilities (i) which are fully reflected in, reserved against or otherwise described in the Company's Quarterly Report on Form 10-QSB filed with the SEC for the quarter ended September 30, 2005, (ii) which have been incurred after the most recent Company SEC Reports in the ordinary course of business, consistent with past practice, or (iii) which are obligations to perform under executory contracts in the ordinary course of business (none of which is a liability resulting from a breach of contract or warranty, tort, infringement or legal action).

Reports and Financial Statements. Since January (a) The Company made available to Purchaser prior to the execution of this Agreement a copy of the Company’s (i) Registration Statement on Form ▇-▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, (▇▇) Annual Report for the year ended July 31, 2003, (iii) Quarterly Reports on Form 10-Q that have been filed for all quarters ended since the end of the Company’s last fiscal year, (iv) definitive proxy statement for the Company’s 2004 annual meeting of stockholders, and (v) any Current Reports on Form 8-K filed since May 1, 19962002 (as such documents have since the time of their filing been amended or supplemented) together with all reports, Parent has documents and information hereafter filed with the SEC all formsSEC, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed information incorporated therein by it under each of the Securities Actreference (collectively, the Exchange Act “SEC Reports”). The SEC Reports (a) complied and the respective rules and regulations thereunder, all of which, will comply as amended if applicable, complied when filed to form in all material respects with all applicable the requirements of the appropriate act Securities Act and the rules Exchange Act, and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating did not contain and, with respect solely to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until any SEC Reports filed after the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as best of the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto), if any, included in the Parent's Annual Report on Form 10-K for SEC Reports complied and will comply as to form in all material respects with the year ended December 31SEC’s rules and regulations with respect thereto), 1997 (collectively, the "Parent Financial Statements") 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 (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments that are not material and to the absence of footnotes) the financial position and stockholders’ equity of Parent and its subsidiaries the Company as of the respective dates thereof and the results of their operations consolidated earnings and changes in financial position 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”), and such committee has operated in accordance with the laws and regulations applicable to the Company. The Company’s independent public accountants have reviewed each interim financial statement in accordance with the requirements of applicable federal securities laws, the Audit Committee’s charter, 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’s interim financial statements.

Reports and Financial Statements. Since January 1(i) CNS and each of its Subsidiaries have each timely filed all material reports, 1996, Parent has filed with the SEC all forms, registrations and statements, reports and documents (including all exhibits, post-effective together with any amendments and supplements thereto) required to be filed by it under each of the Securities Actmade with respect thereto, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available that they were required to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended file since December 31, 1997 and for with (a) the immediately preceding fiscal year, as filed with the SECFDIC, (b) proxy and information statements relating to the OTS, (ic) all meetings the National Association of its stockholders Securities Dealers, Inc. (whether annual or special"NASD") and (iid) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, Securities and Exchange Commission (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8"SEC") (the documents referred to in clauses (a)collectively, (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC CNS's Reports")) and, to CNS's knowledge, have paid all fees and assessments due and payable in connection therewith. As of their respective dates, the Parent SEC none of CNS's 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 the light of the circumstances under which they were made, not misleading. The audited consolidated All of CNS'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 the rules and regulations of the SEC promulgated thereunder. (ii) Each of the financial statements of Parent CNS included in CNS's Reports complied as to form, as of their respective dates of filing with the Parent's Annual Report on Form 10-K for SEC, in all material respects with applicable accounting requirements and with the year ended December 31, 1997 (collectively, published rules and regulations of the "Parent Financial Statements") SEC with respect thereto and have been 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 the unaudited financial statements, as permitted by the SEC). Each of the consolidated statements of condition contained or incorporated by reference in CNS'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 CNS's Reports (including in each case any related notes and schedules) fairly present presented (a) the financial position of Parent and its subsidiaries the entity or entities to which it relates as of the dates thereof its date and (b) the results of their operations operations, stockholders' equity and changes in financial position cash flows, as the case may be, of the entity or entities to which it relates for the periods then endedset forth therein (subject, in the case of unaudited interim statements, to normal year-end adjustments that are not material in amount or effect).

Reports and Financial Statements. Since January 1(i) CNS and each of its Subsidiaries have each timely filed all material reports, 1996, Parent has filed with the SEC all forms, registrations and statements, reports and documents (including all exhibits, post-effective together with any amendments and supplements thereto) required to be filed by it under each of the Securities Actmade with respect thereto, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available that they were required to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended file since December 31, 1997 and for with (a) the immediately preceding fiscal year, as filed with the SECFDIC, (b) proxy and information statements relating to the OTS, (ic) all meetings the National Association of its stockholders Securities Dealers, Inc. (whether annual or special"NASD") and (iid) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, Securities and Exchange Commission (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8"SEC") (the documents referred collectively, "CNS'S REPORTS") and, to CNS's knowledge, have paid all fees and assessments due and payable in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports")connection therewith. As of their respective dates, the Parent SEC none of CNS's 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 the light of the circumstances under which they were made, not misleading. The audited consolidated All of CNS'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 the rules and regulations of the SEC promulgated thereunder. (ii) Each of the financial statements of Parent CNS included in CNS's Reports complied as to form, as of their respective dates of filing with the Parent's Annual Report on Form 10-K for SEC, in all material respects with applicable accounting requirements and with the year ended December 31, 1997 (collectively, published rules and regulations of the "Parent Financial Statements") SEC with respect thereto and have been 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 the unaudited financial statements, as permitted by the SEC). Each of the consolidated statements of condition contained or incorporated by reference in CNS'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 CNS's Reports (including in each case any related notes and schedules) fairly present presented (a) the financial position of Parent and its subsidiaries the entity or entities to which it relates as of the dates thereof its date and (b) the results of their operations operations, stockholders' equity and changes in financial position cash flows, as the case may be, of the entity or entities to which it relates for the periods then endedset forth therein (subject, in the case of unaudited interim statements, to normal year-end adjustments that are not material in amount or effect).

Reports and Financial Statements. Since January 1, 1996, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements theretoi) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent BEPI has previously delivered or made available furnished to the Company PCG and JCF with true and complete copies (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports Report on Form 10-K KSB for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year31,1995, as filed with the SECUnited States Securities and Exchange Commission (the "Commission"), (bii) Quarterly Report on Form 10-QSB filed for the fiscal quarter and nine months ended September 30, 1996 (the "BEPI Quarterly Report"), (iii) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1since December 31, 1996, until the date hereof1995, and (civ) all other reports, including quarterly reportsregistration statements and other written materials filed by BEPI with the Commission since December 31, 1995. The financial statements included in such reports were prepared in accordance with generally accepted accounting principles, consistently applied, and registration statements filed by Parent present fairly the financial position and the results of operations of BEPI for the periods indicated. There has been no material adverse change in BEPI's business or financial condition since September 30, 1996, except that as set forth in the BEPI Disclosure Schedule. The Closing Balance Sheet (as defined in Section 11(iv)) will be prepared in accordance with generally accepted accounting principles, consistently applied, and will fairly present the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to financial position of BEPI as of the date hereof are collectively referred to as of the "Parent SEC Reports"). Closing Balance Sheet. (ii) As of their respective dates, the Parent SEC Reports such reports, statements and other written materials 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. . (iii) The audited consolidated financial statements and any unaudited interim financial statements of Parent BEPI included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 (collectively, the "Parent Financial Statements") such reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent BEPI and its subsidiaries as of at the dates thereof and the results of their operations and changes in financial position for the periods then ended, except as indicated therein or in the notes thereto.

Reports and Financial Statements. Since January 1, 1996, Parent Cimatron has previously made available to the Company (including through public access) true and complete copies of (a) all annual reports filed with the SEC pursuant to the Exchange Act since December 31, 2006, (b) all formsother reports, statementsfiled with the SEC since December 31, 2006, and (c) any registration statements declared effective by the SEC since December 31, 2006. Since December 31, 2006, CTI has timely filed all reports and documents (including all exhibits, post-effective amendments and supplements thereto) filings required to be filed by it CTI under each the Exchange Act. The consolidated financial statements of Cimatron included in Cimatron’s most recent report on Form 20-F and any other reports filed with the SEC by Cimatron subsequent thereto were prepared in accordance with GAAP applied on a consistent basis during the periods involved and fairly present the consolidated financial position for Cimatron 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 and for normal year-end adjustments; Cimatron’s financial reports were prepared in all material respects in accordance with the requirements of the Securities Act, Act and the Exchange Act and the respective rules and regulations thereunderof any stock exchange or trading system on which the shares of Cimatron were traded or quoted at such time, all as the case may be; and, as of whichthe time of filing or on the date that an amendment or supplement thereto was filed, Cimatron’s financial reports, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 (collectively, the "Parent Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended.

Reports and Financial Statements. Since January 1, 1996, Parent (a) Buyer has timely filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 2020 (including all exhibits, financial statements and the schedules thereto, and all other than registration statements filed on Form S-8information incorporated by reference) (the all such required forms, reports and documents are referred to in clauses (aherein as the “SEC Documents”), (b) and (c) filed prior all of which are available to Sellers through the date hereof are collectively referred to as the "Parent SEC Reports")SEC’s E▇▇▇▇ database. As of their respective dates, the Parent SEC Reports Documents: (i) complied as to form with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Documents; and (ii) did not 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) contain any untrue statement of a material fact or omit to state a material fact required require to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The certifications and statements required by (x) Rule 13a-14 under the Exchange Act and (y) 18 U.S.C. §1350 (Section 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the SEC Documents are accurate and complete and comply as to form and content with all applicable legal requirements. (b) The audited consolidated financial statements of Parent included in the Parent's Annual Report on Form 10-K for the year ended Buyer as of December 31, 1997 2021 and 2022, including the notes thereto: (collectively, i) complied as to form in all material respects with the "Parent Financial Statements"published rules and regulations of Regulation S-X promulgated by the SEC; (ii) 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); (iii) and fairly present in all material respects the financial position of Parent and its subsidiaries Buyer as of at the respective dates thereof and the results of their its operations and changes in financial position cash flows for the respective periods then ended; and (iv) were compiled from, and are consistent with, the books and records of Buyer, which books and records are accurate and complete in all material respects. (c) Buyer is not 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 or arrangement relating to any transaction or relationship between or among Buyer, on the one hand, and any Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, Buyer in its financial statements. (d) Buyer has no outstanding (nor has arranged or modified since the enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) any “extensions of credit” (within the meaning of Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of Buyer.

Reports and Financial Statements. Since January 1Buyer has previously furnished to the Company complete and accurate copies, 1996as amended or supplemented, Parent has of its (i) Quarterly Report on Form 10-QSB for the fiscal quarters ended September 30, 1998, March 31, 1998 and December 31, 1997 (ii) Annual Report on Form 10-KSB for the fiscal year ended June 30, 1998, each as filed with the Securities and Exchange Commission (the "SEC"), and (iii) all other reports filed by the Buyer under Section 13 of the Exchange Act with the SEC since June 30, 1998 (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports include all forms, statements, reports and of the documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it the Buyer under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1December 31, 1996 (other than registration statements filed on Form S-8) (the documents referred to 1997. Except as set forth in clauses (a)Schedule 4.06, (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Buyer included in the Parent's Annual Report on Form 10-K for Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the year ended December 31published rules and regulations of the SEC with respect thereto, 1997 (collectively, the "Parent Financial Statements"ii) have been prepared in accordance with generally accepted accounting principles 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) and fairly present the consolidated financial position condition, results of Parent operations and its subsidiaries cash flows of Buyer as of the respective dates thereof and the results of their operations and changes in financial position for the periods then endedreferred to therein, and (iv) are consistent with the books and records of the Buyer.

Reports and Financial Statements. Since January 1, 1996, Parent Each Seller has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent Each Seller has previously delivered or made available to the Company Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 1996 and for the two immediately preceding fiscal yearyears, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu lien of a stockholders' meeting from January 1, 19961994, until the date hereof, and (c) all other reports, including quarterly reports, reports and registration statements filed by Parent each Seller with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SELLERS SEC ReportsREPORTS"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Parent 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 Parent each Seller included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 such reports (collectively, the "Parent Financial StatementsSELLERS 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) and fairly present the financial position of Parent each Seller and its subsidiaries their respective Subsidiaries as of the dates thereof and the results of their operations and changes in financial position 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.

Reports and Financial Statements. Since January 1, 1996, (a) The Company has previously made available to Parent has (including through the SEC’s ▇▇▇▇▇ system) true and complete copies of: (a) the Company’s Annual Report on Form 10-KSB filed with the SEC all formsfor each of the years ended December 31, statements2002 through 2004; (b) the Company’s Quarterly Report on Form 10-QSB filed with the SEC for the quarters ended March 31, reports 2005, June 30, 2005 and documents September 30, 2005; (including all exhibits, post-effective amendments and supplements theretoc) required to be each definitive proxy statement filed by it under each the Company with the SEC since December 31, 2002; and (d) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 2002. As of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), such reports, proxy statements and prospectuses (individually a “Company SEC Report” and collectively, the “Company SEC Reports”) (a) complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act and the respective rules and regulations thereunder, all of which1934, as amended if applicable, complied when filed in all material respects with all applicable requirements of (the appropriate act “Exchange Act”) and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments promulgated thereunder and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent and unaudited consolidated interim financial statements included in the Parent's Annual Report on Form 10-K for Company SEC Reports (including any related notes and schedules) complied as to form, as of their respective dates of filing with the year ended December 31SEC, 1997 (collectivelyin all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "Parent Financial Statements") have been were prepared in accordance with 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, and except that unaudited statements do not contain footnotes in substance or form required by GAAP, as is permitted by Form 10-QSB of the Exchange Act) and fairly present presented the financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods or as of the dates then endedended (subject, where appropriate, to normal year-end adjustments). Since December 31, 2002, the Company has timely filed all reports and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. (b) Since September 30, 2005, there has not been any material change by the Company in accounting principles, methods or policies for financial accounting purposes, except as required by concurrent changes in generally accepted accounting principles. There are no material amendments or modifications to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act, which have not been filed with the SEC but which are required to be filed. The Company maintains a reasonable process or procedure under which management of the Company is aware of or authorizes material transactions of the Company such that such transactions may be recorded on the quarterly and annual financial reports of the Company in accordance with GAAP. The Company currently conducts its business in compliance in all material respects with all laws and regulations as currently applicable to the conduct of its business, including applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (c) The Company has no material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), and, to the Knowledge of the Company, there is no reasonable basis for the assertion of any material claim or liability of any nature against the Company, except for liabilities (i) which are fully reflected in, reserved against or otherwise described in the Company’s Quarterly Report on Form 10-QSB filed with the SEC for the quarter ended September 30, 2005, (ii) which have been incurred after the most recent Company SEC Reports in the ordinary course of business, consistent with past practice, or (iii) which are obligations to perform under executory contracts in the ordinary course of business (none of which is a liability resulting from a breach of contract or warranty, tort, infringement or legal action).

Reports and Financial Statements. Since January 1(i) It has made available to the other party each registration statement, 1996offering circular, Parent has filed with the SEC all formsreport, statementsdefinitive proxy statement or information statement filed, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed used or circulated by it under each of the Securities Act, the Exchange Act and state securities and "Blue Sky" laws with respect to periods since January 1, 2000 through the date of this Plan and will promptly deliver each such registration statement, offering circular, report, definitive proxy statement or information statement filed, used or circulated after the date hereof (collectively, whether filed before or after the date hereof, its "Reports"), each in the form (including exhibits and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (or if not so filed, in the form used or circulated). (ii) As of their respective rules dates (and regulations thereunderwithout giving effect to any amendments or modifications filed after the date of this Plan), all each of whichthe Reports, as amended if applicableincluding the financial statements, exhibits and schedules thereto, filed, used or circulated prior to the date hereof complied when (and each of the Reports filed after the date of this Plan, will comply) in all material respects with all applicable requirements Securities Laws and did not (or in the case of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until after the date hereofof this Plan, and (cwill not) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited . (iii) Each of its consolidated statements of condition or balance sheets included in or incorporated by reference into its Reports, including the related notes and schedules, fairly presented (or, in the case of Reports prepared after the date of this Plan, will fairly present) the consolidated financial position of it and its subsidiaries as of the date of such statement of condition or balance sheet and each of the consolidated statements of Parent income, cash flows and shareholders' equity included in or incorporated by reference into its Reports, including any related notes and schedules, fairly presented (or, in the Parent's Annual Report on Form 10-K case of Reports prepared after the date of this Plan, will fairly present) the consolidated results of operations, retained earnings and cash flows, as the case may be, of it and its subsidiaries for the year ended December 31periods set forth therein (subject, 1997 (collectivelyin the case of unaudited statements, the "Parent Financial Statements") have been prepared to normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied on a consistent basis (during the periods involved, except as may be indicated therein noted therein. Collectively, its foregoing consolidated statements of condition or in the notes thereto) balance sheets, statements of income, cash flows and fairly present the financial position of Parent and shareholders' equity are referred to as its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended"Financial Statements."

Reports and Financial Statements. Since January 1Centennial Bank has timely filed all reports, 1996, Parent has filed with the SEC all forms, registrations and statements, reports and documents (including all exhibits, post-effective together with any amendments and supplements thereto) required to be filed by it under each of made with respect thereto, that Centennial Bank was required to file with federal and state banking authorities (the Securities Act, the Exchange Act and the respective rules and regulations thereunder“Reports”), all of whichwhich complied with applicable banking laws and regulations, as amended if applicable, complied when filed and except for normal examinations conducted by a Regulatory Authority in all material respects with all applicable requirements the regular course of the appropriate act and business of Centennial Bank, to the rules and regulations thereunderSeller Parties’ knowledge, no Regulatory Authority is conducting, or has conducted, any proceeding or investigation into the business or operations of Centennial Bank since December 31, 2011 through the date of this Agreement. Parent Centennial Bank has previously delivered to Acquiror true and complete copies of all Reports. Centennial Bank’s statements of condition or made available to balance sheets included in or incorporated by reference into the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reportsReports, including quarterly reportsexhibits and schedules thereto, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (2008, including the documents referred to in clauses (a)related notes and schedules, (b) and (c) filed prior to fairly presented the consolidated financial position of Centennial Bank, as of the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue such statement of a material fact condition or omit to state a material fact required to be stated therein balance sheet, and each of the consolidated statements of income, cash flows and shareholders’ equity included in or necessary to make the statements therein, incorporated by reference in the light Reports, including any related notes and schedules, fairly presented the consolidated results of the circumstances under which they were madeoperations, not misleading. The audited consolidated financial statements retained earnings, book value and cash flows of Parent included in the Parent's Annual Report on Form 10-K Centennial Bank for the year ended December 31, 1997 (collectively, the "Parent Financial Statements") have been prepared periods set forth therein in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent and its subsidiaries as of the dates thereof GAAP and the results requirements of their operations Regulatory Authorities as applied with respect to industrial bank holding companies or industrial banks, as applicable, and changes in financial position for the periods then endedall such statements of condition and statements of income, cash flows and shareholders’ equity were prepared by a public accounting firm of good standing.

Reports and Financial Statements. Since January 1, 1996, Parent The Company has filed previously furnished the Purchaser with the SEC all forms, statements, reports true and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of whichcomplete copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available following documents, to the Company copies extent not available on the ▇▇▇▇▇ system (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports Report on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year2002, as filed with the SECCommission, (bii) proxy and information statements relating to (i) all meetings of its stockholders shareholders (whether annual or special) since June 1, 2003 and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (ciii) all other reports, including quarterly reports, and reports or registration statements filed by Parent the Company with the SEC since January 1December 31, 1996 2002 (other than such reports, registration statements filed on Form S-8) (the documents referred to in clauses (a)and other filings, (b) and (c) filed prior to the date hereof together with any amendments or supplements thereto, are collectively referred to as the "Parent SEC ReportsCOMPANY COMMISSION FILINGS"). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2002. As of their respective dates, such Company's Commission Filings (as amended or supplemented) complied in all material respects with the Parent SEC Reports requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements of Parent the Company included in such Company's Commission Filings comply as to form in all material respects with applicable accounting requirements and the Parent's Annual Report on Form 10-K for published rules and regulations of the year ended December 31Commission with respect thereto, 1997 (collectively, the "Parent Financial Statements") and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP (except as may be indicated therein or in the notes theretothereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of Parent and its subsidiaries as of the Company at the dates thereof and the results of their its operations and changes in financial position its cash flows for the periods then ended.

Reports and Financial Statements. Since January 1, 1996, Parent The Buyer has filed with -------------------------------- previously furnished to the SEC all forms, statements, reports Company complete and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of whichaccurate copies, as amended if applicableand supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports Report on Form 10-K for the its fiscal year ended December 31January 26, 1997, (b) Quarterly Reports on Form 10-Q for its fiscal quarters ended April 27, 1997 and for the immediately preceding fiscal yearAugust 3, 1997, (c) Proxy Statement related to its annual stockholders' meeting of June 5, 1997, each as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereofCommission, and (cd) all other reports, including quarterly reports, and registration statements reports filed by Parent the Buyer under Section 13 of the Exchange Act with the SEC Commission since January 126, 1996 1997 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof such reports are collectively referred to herein as the "Parent SEC Buyer Reports"). The Buyer Reports constitute all of ------------- the documents required to be filed by the Buyer under the Exchange Act with the Commission since January 26, 1997. As of their respective dates, the Parent 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Buyer included in the Parent's Annual Report on Form 10-K for Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the year ended December 31published rules and regulations of the Commission with respect thereto, 1997 (collectively, the "Parent Financial Statements"ii) have been prepared in accordance with generally accepted accounting principles 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) and fairly present the consolidated financial position condition, results of Parent operations and its subsidiaries cash flows of the Buyer as of the respective dates thereof and the results of their operations and changes in financial position for the periods then endedreferred to therein, and (iv) are consistent with the books and records of the Buyer.

Reports and Financial Statements. Since January 1, 19961995, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed (or, in the case of filing under the Securities Act, at the time of effectiveness) in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective datesdates (or, in the case of filing under the Securities Act, at the time of effectiveness), the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 and the unaudited consolidated interim financial statements included in Parent's Quarterly Report on Form 10-Q for the quarter ending June 30, 1998 (collectively, the "Parent Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then endedended (subject, in the case of unaudited interim financial statements to normal year-end adjustments, none of which, individually or in the aggregate, would have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Parent and its subsidiaries, taken as a whole).

Reports and Financial Statements. Since January 1, 1996, Parent (a) Buyer has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements theretowithout limitation proxy statements) required to be filed by it under each of with the Securities ActSEC in the period from January 1, 1995 to the date hereof (collectively, the Exchange Act "Buyer SEC Reports"), and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered furnished or ----------------- made available to the Company Stockholders true and complete copies (including of all exhibits, post-effective amendments and supplements thereto) the Buyer SEC Reports. None of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal yearBuyer SEC Reports, as filed with the SEC, of their respective dates (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until as amended through the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent 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 the light of the circumstances under which they were made, not misleading. The All of the Buyer SEC Reports, as of their respective dates (as amended through the date hereof), complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") and the -------------- Securities Exchange Act of 1934 (the "Exchange Act") and the applicable rules ------------ and regulations thereunder. (b) Buyer previously has made available to the Stockholders correct and complete copies of its audited consolidated financial statements (including balance sheets, statements of Parent included 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 three years in the Parentperiod ended December 31, 1997, accompanied by the report of Ernst & Young, LLP ("Ernst & Young") in the form ------------- contained in Buyer's Annual Report to the SEC on Form 10-K for the year ended December 31, 1997 (collectively, the "Parent Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended.K

Reports and Financial Statements. Since January 1, 1996, Parent The Company has filed with the SEC all forms, statements, reports previously furnished to ▇▇▇▇▇▇▇▇ complete and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of whichaccurate copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports Report on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year1996, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1Quarterly Reports on Form 10-Q for the quarters ended March 31, 19961997, until the date hereofJune 30, 1997 and September 30, 1997 and (ciii) all other reports, including quarterly reports, and reports or registration statements filed by Parent the Company with the SEC since January 1December 31, 1996 (other than such annual reports, quarterly reports, registration statements filed on Form S-8) (the documents referred to in clauses (a)and other filings, (b) and (c) filed prior to the date hereof together with any amendments or supplements thereto, are collectively referred to herein as the "Parent SEC Company Reports"). The Company Reports constitute all of the documents filed or required to be filed by the Company with the SEC since December 31, 1996. As of their respective dates, the Parent SEC Company 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 Parent the Company included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 Company Reports (collectivelytogether, the "Parent Financial Statements") (A) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (B) have been prepared in accordance with United States generally accepted accounting principles ("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), and (C) and fairly present in all material respects the consolidated financial position condition, results of Parent operations and cash flows of the Company and its consolidated subsidiaries as of the respective dates thereof and the results of their operations and changes in financial position for the periods then endedreferred to therein.

Reports and Financial Statements. Since January 1, 1996, Parent Each Seller has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent Each Seller has previously delivered or made available to the Company Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 1996 and for the two immediately preceding fiscal yearyears, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 19961994, until the date hereof, and (c) all other reports, including quarterly reports, reports and registration statements filed by Parent each Seller with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent Sellers SEC Reports"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Parent 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 Parent each Seller included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 such reports (collectively, the "Parent Sellers 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) and fairly present the financial position of Parent each Seller and its subsidiaries their respective Subsidiaries as of the dates thereof and the results of their operations and changes in financial position 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.

Reports and Financial Statements. Since January 1, 1996, Parent The Buyer has filed with previously delivered to the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act Company and the respective rules Sellers complete and regulations thereunder, all of whichaccurate copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibitsBuyer’s prospectus dated October 30, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year1997, as filed with the SEC, (b) proxy and information statements relating to (i) as supplemented by all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements reports filed by Parent the Buyer under Section 13 of the Exchange Act with the SEC since January 1, 1996 the end of the Buyer’s most recent fiscal year (other than registration statements filed on Form S-8) (such reports are collectively referred to herein as the “Buyer Reports”). The Buyer Reports constitute all of the documents referred required to in clauses (a)be filed by the Buyer under Section 13 of the Exchange Act with the SEC since the end of the Buyer’s most recent fiscal year, (b) and (c) filed no event has occurred which requires the filing prior to the date hereof are collectively referred to as the "Parent SEC Reports")of any other Buyer Report which has not been filed. As of their respective dates, the Parent 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements, if any, of Parent the Buyer included in the Parent's Annual Report on Form 10-K for Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the year ended December 31published rules and regulations of the SEC with respect thereto, 1997 (collectively, the "Parent Financial Statements"ii) have been prepared in accordance with generally accepted accounting principles 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) and fairly present the consolidated financial position condition, results of Parent operations and its subsidiaries cash flows of the Buyer as of the respective dates thereof and the results of their operations and changes in financial position for the periods then endedreferred to therein and (iv) are consistent with the books and records of the Buyer.

Reports and Financial Statements. Since January 1, 1996, Parent (a) The Company has timely filed with the SEC all forms, statementsreports, reports schedules and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of with the Securities Act, the Exchange Act SEC and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or heretofore made available to Parent (other than preliminary materials), in the Company copies form filed with the SEC, (including all exhibits, post-effective amendments and supplements theretoi) of its (a) Annual Reports on Form 10-K for the fiscal years ended December 31, 1999, December 31, 2000 and December 31, 2001, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 1999, and (iii) all other forms, reports and other registration statements filed by the Company with the SEC after January 1, 1999 and before the Effective Time, including, without limitation, the Form 10-K for the fiscal year ended December 31, 1997 and for 2001 (the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8"2001 Annual Report") (the forms, reports and other documents referred to in clauses (ai), (bii) and (ciii) above, together with any amendments or supplements thereto filed prior to before the date hereof are collectively Effective Time, being referred to herein, collectively, as the "Parent SEC Company Reports"). As The Company Reports (i) were prepared, in all material respects, in accordance with, and complied in all material respects with, as of their respective datesdates (including the filing date of any amendments or the date a document became effective with the SEC, if applicable), the Parent SEC Reports applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated No subsidiary is required to file any form, report or other document with the SEC. As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the Company Reports. (b) Each of the financial statements of Parent included (including, in each case, any notes thereto) contained in the Parent's Annual Report on Form 10-K for Company Reports complies in all material respects with applicable accounting requirements and the year ended December 31, 1997 (collectively, published rules and regulations of the "Parent Financial Statements") have been SEC with respect thereto and was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated therein in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and each fairly presented in all material respects (subject to, in the case of the unaudited statements, to normal, recurring audit adjustments, none of which are material) the consolidated financial position, results of operations, stockholders' equity and cash flows of the Company and the subsidiaries as at the respective dates thereof and for the respective periods indicated therein. (c) Except as disclosed in the Company Disclosure Schedule, at the date of the most recent audited financial statements of the Company included in the Company Reports, neither the Company nor any of its subsidiaries had, and since such date neither the Company nor any of its subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent, determinable or otherwise) which, individually or in the notes aggregate, would be required to be disclosed in a balance sheet (or the footnotes thereto) and fairly present the financial position of Parent and its subsidiaries as of the dates thereof Company prepared in accordance with GAAP except liabilities expressly incurred in connection with the transactions contemplated by this Agreement and liabilities that have not had and would not reasonably be expected to have, individually or in the results of their operations and changes in financial position for the periods then endedaggregate, a Company Material Adverse Effect.

Reports and Financial Statements. Since The filings required to be made by the Company and its subsidiaries since January 1, 19961995 under the Securities Act of 1933, Parent has as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act and applicable state public utility laws and regulations have been filed with the SEC 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 reports, agreements (oral or written) and documents (including all documents, exhibits, post-effective amendments and supplements appertaining 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 whichcomplied, as amended if applicableof their respective dates, complied when filed in all material respects with all applicable requirements of the appropriate act statute and the rules and regulations thereunder. Parent The Company has previously delivered or made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 1995 (other than registration statements filed on Form S-8) (as such documents have since the documents referred to in clauses (a)time of their filing been amended, (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent Company SEC Reports"). As of their respective dates, the Parent 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 Parent the Company included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 Company SEC Reports (collectively, the "Parent Company Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent and its subsidiaries the Company as of the dates thereof and the consolidated results of their operations and changes in financial position cash flows for the periods then ended. True, accurate and complete copies of the articles of organization and by-laws of the Company, as in effect on the date hereof, have been made available to Parent.

Reports and Financial Statements. Since January 1, 19961999, Parent has Company and each Company Subsidiary have filed all reports, registrations and statements, together with any required amendments thereto, that they were required to file with the SEC all formsSecurities and Exchange Commission (the “Commission”) under Section 12(b), statements12(g), reports 13(a) or 14(a) of the Exchange Act, including, but not limited to Forms 10-K, Forms 10-Q and documents proxy statements (including all exhibits, post-effective amendments the "Company Reports"). Company has previously furnished or will promptly furnish National City with true and supplements thereto) required to be filed by it under complete copies of each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports Company's annual reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports")years 1999 through 2003. As of their respective dates, the Parent SEC Company Reports complied with the requirements of the Exchange Act and the rules and regulations promulgated thereunder 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 the light of the circumstances circumstance under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent Company included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 (collectively, the "Parent Financial Statements") Company Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Parent Company and its subsidiaries Company Subsidiaries as of at the dates thereof and the results of their operations and changes in financial position cash flows for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein. There exist no material liabilities of Company and its consolidated Subsidiaries, contingent or otherwise of a type required to be disclosed in accordance with generally accepted accounting practices, except as disclosed in the Company Reports. Company's reserve for possible loan losses as shown in its Quarterly Report on Form 10-Q for the quarter ending March 31, 2004 was adequate, within the meaning of generally accepted accounting principles and safe and sound banking practices.

Reports and Financial Statements. Since January 1, 19961992, Parent has National City and each of National City's subsidiaries have filed all reports, registrations and statements, together with any required amendments thereto, that they were required to file with the SEC all formsCommission under Section 12(b), statements12(g), reports and documents (including all exhibits, post-effective amendments and supplements thereto13(a) required to be filed by it under each or 14(a) of the Securities Act, the Exchange Act of 1934, including, but not limited to Forms 10-K, Forms 10-Q and proxy statements (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"National City Reports"). Parent National City has previously delivered furnished or made available to the will promptly furnish Company with true and complete copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports each of National City's annual reports on Form 10-K for the fiscal year ended December years 1992 through 1996 and its quarterly reports on Form 10-Q for March 31, 1997, June 30, 1997 and for the immediately preceding fiscal yearSeptember 30, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports")1997. As of their respective dates, the Parent SEC National City Reports complied with the requirements of the Commission 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 the light of the circumstances circumstance under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent National City included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 (collectively, the "Parent Financial Statements") National City Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Parent National City and its National City's subsidiaries as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein. There exist no material liabilities of National City and its consolidated subsidiaries, contingent or otherwise of a type required to be disclosed in accordance with generally accepted accounting practices, except as disclosed in the National City Reports. National City's reserve for possible loan losses as shown in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997 was adequate, within the meaning of generally accepted accounting principles and safe and sound banking practices.

Reports and Financial Statements. (a) Since January 1December 2, 19961998, Parent the Company has timely filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments exhibits and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunderpromulgated thereunder (collectively, the “Company SEC Reports”) (all such documents filed prior to the date of this Agreement, are collectively referred to as the “Filed Company SEC Reports”), all of which, as amended (if applicable), complied when filed in all material respects with all applicable requirements of the appropriate act Exchange Act and the rules and regulations thereunder. Parent The Company has previously delivered or made available to the Company Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for all the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent Company SEC Reports"). As of their respective dates, the Parent 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 of Parent the Company included in the Parent's Annual Report on Form 10-K for Company SEC Reports (and the year ended December 31, 1997 notes thereto) (collectively, the "Parent “Company Financial Statements"”) have been prepared from the books and records of the Company 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) and ), fairly present in all material respects the consolidated financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then endedended (except, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC) and complied when filed as to form in all material respects with all applicable accounting requirements and rules and regulations of the SEC with respect thereto (including, without limitation, from and after the effective time of its applicability, the furnishing of any certification under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002). The Company has delivered to Parent an interim standard gross sales report for the Company and its subsidiaries for the two fiscal months ended October 27, 2002 and a consolidated balance sheet for the Company and its subsidiaries as of October 27, 2002 (together, the “Interim Financial Report”). The Interim Financial Report (i) has not been prepared in accordance with GAAP, but is a report prepared for management in the ordinary course of business and is prepared in a manner consistent with past practice, and (ii) and reflects the information contained in the books and records of the Company and its subsidiaries as of such date. (b) As of the date of this Agreement, except as set forth in Schedule 5.5(b) of the Company Disclosure Schedule, or filed as an exhibit to (or incorporated by reference in) the Company’s most recent annual report on Form 10-K or subsequent filings prior to the date of this Agreement on Forms 10-Q or 8-K, neither the Company nor any of its subsidiaries is a party to or bound by (i) except as disclosed on Schedule 5.5(b)(i) of the Company Disclosure Schedule, any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), or (ii) except as disclosed on Schedule 5.5(b)(ii) of the Company Disclosure Schedule, any non-competition agreement or any other similar agreement or arrangement that limits the Company or any of its subsidiaries or any of their respective affiliates from engaging or competing in any material line of business in any geographic area. (c) As used herein, the “Knowledge” of any Person that is not an individual means, with respect to any matter in question, the actual knowledge of any of such Person’s executive officers and the officers of such Person having primary responsibility for such matter. (d) As of October 27, 2002, (i) the cash and cash equivalents held by the Company and its subsidiaries were not less than $33,499,000 and (ii) the Indebtedness (as defined below) of the Company and its subsidiaries was not more than $22,000,000. As of November 8, 2002, the Company had short-term liquid investments of not less than $31,000,000. “Indebtedness” shall mean, without duplication, (i) indebtedness for borrowed money, whether secured or unsecured, (ii) capitalized lease obligations, (iii) all obligations to pay deferred purchase price of property or service excluding trade accounts payables in the ordinary course of business, (iv) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to acquired property, (v) all obligations evidenced by notes, bonds, debentures or similar instruments and (vi) guarantees of any such indebtedness of any other Person.

Reports and Financial Statements. Since January 1, 1996, Parent The Company has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the “Company SEC Reports”) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate applicable act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent 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 of Parent the Company included in the Parent's its Annual Report on Form 10-K KSB for the year years ended December 31, 1997 2000, December 31, 2001 and December 31, 2002 and in its Quarterly Report on Form 10-QSB for the three-month period ended March 31, 2003 (collectively, the "Parent “Company Financial Statements"”) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and present fairly present in all material respects the financial position of Parent the Company and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then endedended subject, in the case of unaudited financial statements, to normal and recurring year-end adjustments which did not and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

Reports and Financial Statements. Since January 1The Buyer has previously delivered to the Shareholders copies of its (a) Form 10-KSB for the fiscal year ending June 30, 19962003, Parent has as amended, (b) Form 10-Q for the quarter ended December 31, 2003 and (c) all other reports or registration statements filed by the Buyer with the SEC Securities and Exchange Commission (the "Commission") since December 31, 2003, including all such amendments thereto (such reports and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Buyer Reports"). Since March 31, 2003, and with the exception of its Form 10-Q for the quarter ended March 31, 2004 (which was filed on June 8, 2004), the Buyer has timely filed all forms, statementsreports, reports schedules, statements and documents (including all exhibits, post-effective amendments and supplements thereto) with the Commission required to be filed by it under each of pursuant to the Securities Act, the Exchange Act federal securities laws and the respective Commission rules and regulations promulgated thereunder, and all of whichsuch forms, reports, schedules, statements and documents, as amended if applicableamended, filed with the Commission have complied when filed in all material respects with all applicable requirements provisions of the appropriate act federal securities laws and the Commission rules and regulations promulgated thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Buyer included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 Buyer Reports (collectivelytogether, the "Parent Buyer 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) and fairly and accurately present the consolidated financial position of Parent the Buyer 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.

Reports and Financial Statements. Since January 1, 1996, Parent The Company has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports -------------------------------- on Form 10-K, Form 10-Q and Form 8-K for and proxy statements required under the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as Exchange Act to be filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a)collectively, (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent Company SEC ReportsFilings"). As of their respective dates, each of the Parent Company SEC Reports did not contain Filings complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, and none of the Company SEC 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 the light of the circumstances under which they were made, not misleading. The audited consolidated When filed with the SEC, the financial statements of Parent (including the related notes) included in the Parent's Annual Report on Form 10-K for Company SEC Filings complied as to form in all material respects with the year ended December 31, 1997 (collectively, applicable requirements of the "Parent Financial Statements") have been Exchange Act and the applicable rules and regulations thereunder and were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis (except as may be indicated therein or in the notes schedules thereto) ), and such financial statements fairly present present, in all material respects, the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and changes in financial position their consolidated cash flows for the respective periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments. Except (i) as and to the extent disclosed or reserved against on the balance sheet of the Company as of September 30, 1998 included in the Company SEC Filings, or (ii) as incurred after the date thereof in the ordinary course of business consistent with prior practice, none of the Company, any of the Company's subsidiaries or, to the knowledge of the Company, any Company Equity Affiliate has incurred any liability or obligation of any kind that, individually or in the aggregate, has or would have a Material Adverse Effect on the Company.

Reports and Financial Statements. Since January 1, 1996, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements theretoa) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent The Seller has previously delivered furnished or made available to the Company copies (including all exhibitsBuyer true, post-effective amendments complete and supplements thereto) accurate copies, as amended or supplemented, of its (a) Annual Reports on Form 10-K for the fiscal year years ended December 31, 1996, 1997 and for the immediately preceding fiscal year, 1998 as filed with the Securities and Exchange Commission (the "SEC"), (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from since January 1, 1996, until the date hereof, 1995 and (c) all other reportsreports or registration statements, including quarterly reportsother than Registration Statements on Form S-8, and registration statements filed by Parent the Seller with the SEC since January 1, 1996 1995 (other than such annual and quarterly reports, proxy statements, registration statements filed on Form S-8) (the documents referred to in clauses (a)and other filings, (b) and (c) filed prior to the date hereof together with any amendments or supplements thereto, are collectively referred to herein as the "Parent SEC Company Reports"). As of their respective dates, the Parent Company Reports complied in all material respects with applicable SEC Reports requirements 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Seller included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 Company Reports (collectivelytogether, the "Parent Financial Statements"), as of the date of filing thereof, (i) have been complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, (iii) and presented fairly present the consolidated financial position of Parent the Seller and its consolidated subsidiaries as of the dates thereof and the their consolidated results of their operations and changes in financial position cash flows for the periods then endedended and (iv) were consistent with the books and records of the Company. (b) The Seller has made available to the Buyer true, correct and complete copies of the audited accounts of BSA relating to the financial years ended December 31, 1996, 1997 and 1998, together with the Annexes thereto (the "BSA Accounts"). The BSA Accounts have been prepared on the basis of a going concern and conform to the French "Plan Comptable"; they give a true and fair view of BSA's financial position and of its results for the relevant date and financial year; in particular, as at December 31, 1998 there were no assets necessary for the running of the business of BSA or any off-balance sheet liabilities which are not revealed or reflected in the BSA Accounts or disclosed on Schedule 2.6. The BSA Accounts make appropriate provision for bad or doubtful debts and for the depreciation of Inventory. Neither the Seller nor BSA has received notice in writing or a written warning from an official body or from its auditors concerning a failure to observe legal requirements relating to the preparation of the BSA Accounts. BSA owned, at each date to which the BSA Accounts referred, without any dispute, limit or reservation of whatever nature, all of the tangible assets which appear in the relevant BSA Accounts, and will own such assets at Closing. The preparation of the BSA Accounts has not been subject to any significant change as to the accounting methods, principles or practices used by the BSA and/or Seller, or to a specific accounting practice (in particular, without limitation, in respect of the accounting principles, the notes to the accounts relating to reserves, to depreciation and to rates A-8 15 used), which would otherwise give a misleading comparison between the accounts for one period and the next. The BSA Accounts for the financial year ended December 31, 1998 have been prepared on a basis consistent with the BSA Accounts for the financial years ended December 31, 1996 and 1997 and present fairly BSA's financial position and its results at the date and for the period concerned. 2.6

Reports and Financial Statements. Since January 1, 19961998, Parent has National City and each of National City's subsidiaries have filed all reports, registrations and statements, together with any required amendments thereto, that they were required to file with the SEC all formsCommission under Section 12(b), statements12(g), reports 13(a) or 14(a) of the Exchange Act, including, but not limited to Forms 10-K, Forms 10-Q and documents proxy statements (including all exhibits, post-effective amendments the "National City Reports"). National City has previously furnished or will promptly furnish Allegiant with true and supplements thereto) required to be filed by it under complete copies of each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports National City's annual reports on Form 10-K for the fiscal year years 1998 through 2002 and its quarterly reports on Form 10-Q for the quarters ended December March 31, 1997 2003, June 30, 2003 and for the immediately preceding fiscal yearSeptember 30, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports")2003. As of their respective dates, the Parent SEC National City Reports complied in all material respects with the requirements of the Commission 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 the light of the circumstances circumstance under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent National City included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 (collectively, the "Parent Financial Statements") National City Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Parent National City and its National City's subsidiaries as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein. There exist no material liabilities of National City and its consolidated subsidiaries, contingent or otherwise of a type required to be disclosed in accordance with generally accepted accounting practices, except as disclosed in the National City Reports. National City's reserve for possible loan losses as shown in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003 was adequate, within the meaning of generally accepted accounting principles and safe and sound banking practices.

Reports and Financial Statements. Since January 1SPR has previously furnished to Metamor true and complete copies of (a) all of SPR's annual reports filed with the Commission pursuant to the Exchange Act, since December 31, 1997, (b) SPR's quarterly and other reports filed with the Commission since December 31, 1996, Parent has (c) all definitive proxy solicitation materials filed by SPR with the SEC all formsCommission since December 31, statements1996, reports and documents (including all exhibitsd) any of SPR's registration statements declared effective by the Commission since December 31, post-effective amendments and supplements thereto) required to be filed by it under each 1996. The consolidated financial statements of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed SPR included in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports SPR's most recent annual report on Form 10-K for the fiscal year ended December 31and most recent quarterly report on Form 10-Q, 1997 and for the immediately preceding fiscal year, as any other reports filed with the SECCommission by SPR under the Exchange Act subsequent thereto (collectively, (b) proxy and information statements relating to the "SPR Reports") (i) all meetings were prepared in accordance with the published regulations of its stockholders (whether annual or special) the Commission and in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved and (ii) actions by written consent fairly present the financial position for SPR as of the dates thereof and the results of its operations and changes in lieu financial position for the periods then ended (except with respect to interim period financial statements, for normal year-end adjustments which are not material); the SPR Reports were prepared in all material respects in accordance with the requirements of a stockholders' meeting from January 1the Securities Act and the Exchange Act, 1996, until as the date hereofcase may be, and (c) all other reports, including quarterly reports, the applicable rules and registration statements filed by Parent with regulations of the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (Commission thereunder; and the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC SPR Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent included in the Parent's Annual Report on Form 10-K for the year ended Since December 31, 1997 (collectively1996, SPR has filed with the "Parent Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may Commission all reports required to be indicated therein or in filed by SPR under the notes thereto) Securities Act and fairly present the financial position of Parent Exchange Act and its subsidiaries as the rules and regulations of the dates thereof and the results of their operations and changes in financial position for the periods then endedCommission.

Reports and Financial Statements. Since January 1, 1996, The Company has previously furnished to Parent has true and complete copies of: (a) the Company's Annual Reports on Form 10-K filed with the SEC all formsfor each of the years ended December 31, statements1995 through 1997; (b) the Company's Quarterly Reports on Form 10-Q filed with the SEC for the quarters ended March 31, reports 1998, June 30, 1998 and documents September 30, 1998; (including all exhibits, post-effective amendments and supplements theretoc) required to be each definitive proxy statement filed by it under the Company with the SEC since December 31, 1995; (d) each final prospectus filed by the Company with the SEC since December 31, 1995, except any final prospectus constituting part of a Form S-8; and (e) all Current Reports on Form 8-K filed by the Company with the SEC since January 1, 1998. As of their respective dates, such reports, proxy statements and prospectuses (collectively, "Company SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations thereunderAct, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) promulgated thereunder and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 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 audited consolidated financial statements of Parent and unaudited consolidated interim financial statements included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 Company SEC Reports (collectively, the "Parent Financial Statements"including any related notes and schedules) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the results of their operations and changes in financial position their cash flows for the periods or as of the dates then endedended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and GAAP consistently applied during the periods involved (except (i) as otherwise disclosed in the notes thereto, (ii) in the case of unaudited interim financial statements, such differences in presentation or omissions as are permitted by Rule 10-01 of Regulation S-X promulgated by the SEC and (iii) the unaudited interim financial statements do not contain all notes required by GAAP). Since January 1, 1996, the Company has timely filed all material reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC, and each such report, registration statement or other filing met the standards set forth in the second sentence of this Section 4.4.

Reports and Financial Statements. Since January 1, 1996, Parent The Company has filed with delivered to the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required Purchasers prior to be filed by it under each the execution of this Agreement a copy of the Securities ActCompany's Annual Report for the year ended September 30, 2000, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports Company's Transitional Report on Form 10-K for the fiscal year ended December 31transition period from October 1, 1997 and 2000 to February 28, 2001, the Company's Quarterly Report on Form 10-Q for the immediately preceding fiscal yearquarter ended November 30, as filed with 2001, the SEC, (b) definitive proxy statement for the Company's 2001 annual meeting of stockholders and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed Current Reports on Form S-8) 8-K filed since February 28, 2001 (as such documents have since the documents referred to in clauses (a)time of their filing been amended or supplemented, (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent The SEC Reports (a) complied as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Parent's Annual Report on Form 10-K for SEC Reports complied as to form in all material respects with the year ended December 31published rules and regulations of the SEC with respect thereto, 1997 (collectively, the "Parent Financial Statements") have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments not material in amount or effect and the absence of footnotes) the consolidated financial position of Parent and its subsidiaries the Company as of at the respective dates thereof and the consolidated results of their its operations and changes in financial position cash flows for the respective periods then ended.

Reports and Financial Statements. Since January 1, 1996, Parent The Company has filed with the SEC all forms, reports, registration statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of with the Securities Act, the and Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies Commission (including all exhibits, post-effective amendments and supplements thereto"SEC") of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than such forms, reports, registration statements filed on Form S-8) (the documents referred to in clauses (a)statements, (b) and (c) filed prior to the date hereof documents, together with any amendments thereto, are collectively referred to as the "Parent Company SEC ReportsFilings"). As of their respective dates, the Parent Company SEC Reports Filings (i) complied as to form in all material respects with the applicable requirements of the Securities Act 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 (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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent and unaudited interim financial statements included or incorporated by reference in the ParentCompany SEC Filings, including but not limited to the Company's Annual Report on Form 10-K audited financial statements at and for the year ended December 31, 1997 (collectively, the "Parent Financial StatementsCompany 1997 Financials"), (i) have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iii) fairly present the consolidated financial position of Parent and its subsidiaries the Company as of the dates thereof and the results of their operations income, cash flows, and changes in financial position shareholders' equity for the periods then endedinvolved. 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 expressly 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 filed in a timely manner all reports required to be filed by it pursuant to Sections 13, 14, or 15(d) of the 1934 Act.

Reports and Financial Statements. Since January 1, 1996, Parent The Company has -------------------------------- filed all reports required to be filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required pursuant to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereundersince March 26, all of which1996 (such reports, as amended if applicable, complied when filed in all material respects together with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibitsregistration statements, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy prospectuses and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions filed by written consent in lieu of a stockholders' meeting from January 1the Company since March 26, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are being hereinafter collectively referred to as the "Parent Company SEC Reports"), and has previously furnished Parent with true and complete copies of all such Company SEC Reports. As None of such Company SEC Reports, as of their respective dates, the Parent 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements As of Parent their respective dates, all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the balance sheets (including the related notes) included in the Parent's Annual Report on Form 10-K Company SEC Reports fairly presents the consolidated financial position of the Company and the Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly present the results of operations and the changes in financial position of the Company and the Subsidiaries for the year ended December 31respective periods or as of the respective dates set forth therein (subject, 1997 (collectivelywhere appropriate, the "Parent Financial Statements") have been prepared to normal year-end adjustments), all in accordance conformity with generally accepted accounting principles consistently applied on a consistent basis (during the periods involved, except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then endedotherwise noted therein.

Reports and Financial Statements. Since January 1, 1996, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available furnished to the Company true and correct copies (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Report on Form 10-K for the period ended December 31, 1998, as amended, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 28, 1998, June 27, 1998 and September 26, 1998, (iii) its Current Report on Form 8-K filed as of December 14, 1998, (iv) its definitive Proxy Statement dated April 9, 1999, (v) its Annual Report to Stockholders for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC1998, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (cvi) all other reports, including quarterly reports, and reports or registration statements filed by Parent it with the SEC Securities and Exchange Commission (the "COMMISSION") under the Exchange Act since January 1December 31, 1996 1998 and (other than vi) Parent hereby agrees to furnish to the Company true and correct copies of all reports or registration statements filed on Form S-8) (by it with the documents referred to in clauses (a), (b) and (c) filed Commission after the date hereof prior to the date hereof are collectively referred to as Closing all in the form so filed (collectively, the "Parent SEC ReportsREPORTS"). As of their respective dates, the Parent SEC Reports complied or will comply in all material respects with the then applicable published rules and regulations of the Commission with respect thereto at the date of their issuance 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 the light of the circumstances under which they were made, not misleading. The Each of the audited consolidated financial statements of Parent and unaudited interim financial statements included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 (collectively, the "Parent Financial Statements") have Reports has been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present presents the financial position of the Parent as at its date, subject to normal year-end adjustments and its subsidiaries as of the dates thereof and the results of their operations and changes any other adjustments described therein, which adjustments are not expected to be material in financial position for the periods then endedamount or effect.

Reports and Financial Statements. Since January 1The Company, 1996each of its Subsidiaries and each of the Funds have timely filed (i) all reports, Parent has filed with the SEC all schedules, forms, statements, reports statements and other documents (including all exhibitsother than Tax Returns), post-effective together with any amendments and supplements thereto) made with respect thereof (collectively, "Reports"), required to be filed by it under each of them with the Securities Act, the Exchange Act SEC and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in (ii) all material respects Reports required to be filed by them with all applicable requirements of any other Governmental Authority since January 1, 1998 (the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to items described in clauses (i) all meetings of its stockholders (whether annual or special) and (ii), collectively, including all exhibits thereto, the "Regulatory Reports") actions by written consent and have paid all fees and assessments due and payable in lieu connection therewith. No Subsidiary of a stockholders' meeting from January 1the Company is required to file any report, 1996schedule, until form, statement or other document with the date hereof, and (c) all other SEC. None of the reports, including quarterly reportsschedules, forms, statements and registration statements other documents filed by Parent the Company, any of its Subsidiaries or Funds with the SEC any Governmental Authority since January 1, 1996 1998, as of their respective dates (other than registration statements filed on Form S-8) (the documents referred to in clauses (a)and, (b) and (c) filed if amended or superseded by a filing prior to the date hereof are collectively referred to as of this Agreement, then on the "Parent SEC Reports"date of such filing). As of their respective dates, the Parent 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 the light of the circumstances under which they were made, not misleading. The Each of the audited consolidated financial statements of Parent and unaudited interim financial statements (including the related notes) included in the Parent's Annual Report on Form 10Regulatory Reports filed with any Self-K for Regulatory Organization complied as to form, as of its respective date of filing with such Self-Regulatory Organization, in all material 20 23 respects with applicable accounting requirements and the year ended December 31published rules and regulations of the Self Regulatory Organization with respect thereto, 1997 (collectively, the "Parent Financial Statements") have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present fairly, in all material respects, the consolidated financial position and consolidated results of Parent operations and its subsidiaries cash flows of the Company and each Subsidiary of the Company as of the respective dates thereof or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the results case of the unaudited interim financial statements, to normal and recurring year-end adjustments that are not material. All of such Regulatory Reports, as of their operations respective dates (and changes as of the date of any amendment to the respective Regulatory Report prior to the date of this Agreement), complied in financial position for all material respects with the periods then endedapplicable requirements of Applicable Law.

Reports and Financial Statements. Since January 1, 19961998, Parent has -------------------------------- National City and each of National City's subsidiaries have filed all reports, registrations and statements, together with any required amendments thereto, that they were required to file with the SEC all formsCommission under Section 12(b), statements12(g), reports 13(a) or 14(a) of the Exchange Act, including, but not limited to Forms 10-K, Forms 10-Q and documents proxy statements (including all exhibits, post-effective amendments the "National City Reports"). National City has previously furnished or will promptly furnish Allegiant with true and supplements thereto) required to be filed by it under complete copies of each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports National City's annual reports on Form 10-K for the fiscal year years 1998 through 2002 and its quarterly reports on Form 10-Q for the quarters ended December March 31, 1997 2003, June 30, 2003 and for the immediately preceding fiscal yearSeptember 30, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports")2003. As of their respective dates, the Parent SEC National City Reports complied in all material respects with the requirements of the Commission 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 the light of the circumstances circumstance under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent National City included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 (collectively, the "Parent Financial Statements") National City Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Parent National City and its National City's subsidiaries as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein. There exist no material liabilities of National City and its consolidated subsidiaries, contingent or otherwise of a type required to be disclosed in accordance with generally accepted accounting practices, except as disclosed in the National City Reports. National City's reserve for possible loan losses as shown in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003 was adequate, within the meaning of generally accepted accounting principles and safe and sound banking practices.

Reports and Financial Statements. Since January 1, 1996, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent TranSwitch has previously delivered or made available furnished -------------------------------- to the Company Alacrity true and correct copies (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports on Form 10-K for the fiscal year period ended December 31, 1997 and for the immediately preceding fiscal year1999, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements reports filed by Parent it with the SEC Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of ---------- 1934, as amended (the "Exchange Act") since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) 2000 and (ciii) TranSwitch hereby agrees to furnish to Alacrity true and correct copies of all reports filed by it with the Commission after the date hereof prior to the date hereof are collectively referred to as Closing all in the form (including exhibits) so filed (collectively, the "Parent SEC Reports"). As of ------- their respective dates, the Parent SEC Reports complied or will comply in all material respects with the then applicable published rules and regulations of the Commission with respect thereto at the date of their issuance and did not or 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 the light of the circumstances under which they were made, not misleading. The As of the date hereof, no additional filings or amendments to previously filed Reports are required pursuant to such rules and regulations. Each of the audited consolidated financial statements of Parent and unaudited interim financial statements included in the ParentTranSwitch's Annual Report on Form 10-K for the year ended December 31, 1997 (collectively, the "Parent Financial Statements") have Reports has been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present presents the financial position of Parent and the entity or entities to which it relates as at its subsidiaries as of the dates thereof and date or the results of their operations operations, shareholders' equity or cash flows of such entity or entities (subject, in the case of unaudited statements, to the absence of footnote disclosure and changes in financial position for the periods then endedcase of unaudited interim statements to year-end adjustments, which will not be material either individually or in the aggregate, and except as described in Section 5.5 of the TranSwitch Disclosure Schedule).

Reports and Financial Statements. Since January 1, 19961992, Parent has Company and each Company Subsidiary have filed all reports, registrations and statements, together with any required amendments thereto, that they were required to file with the SEC all formsCommission under Sections 12(b), statements12(g), reports and documents (including all exhibits, post-effective amendments and supplements thereto13(a) required to be filed by it under each or 14(a) of the Securities Act, the Exchange Act of 1934, including, but not limited to Forms 10-K, Forms 10-Q and proxy statements (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"Company Reports"). Parent Company has previously delivered furnished or made available to the Company will promptly furnish National City with true and complete copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports each of Company's annual reports on Form 10-K for the fiscal year ended December years 1992 through 1996 and its quarterly reports on Form 10-Q for March 31, 1997, June 30, 1997 and for the immediately preceding fiscal yearSeptember 30, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports")1997. As of their respective dates, Company Reports complied with the Parent SEC Reports requirements of the Commission 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 the light of the circumstances circumstance under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent Company included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 (collectively, the "Parent Financial Statements") Company Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent Company and its subsidiaries Company Subsidiaries taken as of a whole as at the dates thereof and the consolidated results of their operations and changes in financial position cash flows for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein. There exist no material liabilities of Company and its consolidated subsidiaries, contingent or otherwise of a type required to be disclosed in accordance with generally accepted accounting practices, except as disclosed in the Company Reports. Company's reserve for possible loan losses as shown in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997 was adequate, within the meaning of generally accepted accounting principles and safe and sound banking practices.

Reports and Financial Statements. Since January 1, 1996, Parent (a) The Company has filed furnished the Investors with the SEC all forms, statements, reports true and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each complete copies of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies Company’s (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports on Form 10-K KSB for the fiscal year years ended December 31, 1997 2001, as amended, December 31, 2002, as amended, and for the immediately preceding fiscal yearDecember 31, 2003, as filed with the SEC, (bii) Quarterly Reports on Form 10-QSB for the quarter ended April 4, 2004, as filed with the SEC, (iii) proxy and information statements relating related to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from held since January 1, 1996, until the date hereof2002, and (civ) all other reports, including quarterly reports, and reports filed with or registration statements filed declared effective by Parent with the SEC since January 1, 1996 2002, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than registration statements filed on Form S-8preliminary material) that the Company was required to file with the SEC since that date (the documents clauses (i) through (iv) being referred to in clauses (aherein collectively as the “Company SEC Reports”), (b) and (c) filed prior to . The Company has timely made all filings required under the Exchange Act during the 12 months preceding the date hereof are collectively referred to as the "Parent SEC Reports")of this Agreement. As of their respective dates, the Parent 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 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 the light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent's Annual Report on Form 10-K for Company SEC Reports (i) complied as to form in all material respects with applicable accounting requirements of the year ended December 31Securities Act and with the published rules and regulations of the SEC with respect thereto, 1997 (collectively, the "Parent Financial Statements"ii) 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) and fairly in the case of unaudited interim financial statements, to the extent they may not include footnotes or may be condensed or summary statements), (iii) present fairly, in all material respects, the financial position of Parent the Company and its subsidiaries Subsidiaries as of at the dates thereof and the results of their operations and changes in financial position cash flow for the periods then endedended 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 (iv) 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. Since January 1, 1996, Parent (a) The Company has filed furnished the Investors with the SEC all forms, statements, reports true and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each complete copies of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies Company's (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports on Form 10-K KSB for the fiscal year years ended December 31, 1997 2001, as amended, December 31, 2002, as amended, and for the immediately preceding fiscal yearDecember 31, 2003, as filed with the SEC, (bii) Quarterly Reports on Form 10-QSB for the quarter ended April 4, 2004, as filed with the SEC, (iii) proxy and information statements relating related to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from held since January 1, 1996, until the date hereof2002, and (civ) all other reports, including quarterly reports, and reports filed with or registration statements filed declared effective by Parent with the SEC since January 1, 1996 2002, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than registration statements filed on Form S-8preliminary material) that the Company was required to file with the SEC since that date (the documents clauses (i) through (iv) being referred to in clauses (a), (b) and (c) filed prior to the date hereof are herein collectively referred to as the "Parent 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 Parent 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 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 the light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent's Annual Report on Form 10-K for Company SEC Reports (i) complied as to form in all material respects with applicable accounting requirements of the year ended December 31Securities Act and with the published rules and regulations of the SEC with respect thereto, 1997 (collectively, the "Parent Financial Statements"ii) 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) and fairly in the case of unaudited interim financial statements, to the extent they may not include footnotes or may be condensed or summary statements), (iii) present fairly, in all material respects, the financial position of Parent the Company and its subsidiaries Subsidiaries as of at the dates thereof and the results of their operations and changes in financial position cash flow for the periods then endedended 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 (iv) 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. (a) Since January 1, 19961998, Parent has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, which complied (as amended if applicable, complied when filed and/or supplemented) in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. . (b) Parent has previously delivered or made available or delivered to the Company or its Shareholders copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 1998, and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders shareholders (whether annual or special) and (ii) any actions by written consent in lieu of a stockholdersshareholders' meeting from January 1, 19961998, until the date hereof, and (c) all other reports, including quarterly reports, and or registration statements filed by Parent with the SEC since January 1, 1996 1998 (other than registration statements Registration Statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to ), including the date hereof are exhibits thereto, collectively referred to as the "Parent PARENT SEC ReportsREPORTS"). . (c) As of their respective datesdates (as updated by any amendments thereto), the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (d) The audited consolidated financial statements and unaudited interim consolidated financial statements of Parent included in such reports (as the Parent's Annual Report on Form 10-K for the year ended December 31same have been amended, 1997 (supplemented and/or restated, collectively, the "Parent Financial StatementsPARENT FINANCIAL STATEMENTS") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. Since January 1November 34 21, 19961986, Parent Enterprises has filed with the SEC Securities and Exchange Commission ("SEC") all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Trust Indenture Act of 1939, as amended, and the respective rules and regulations thereunder, all of which, as amended if applicable, which complied when filed in all material respects with all applicable requirements of the appropriate act acts and the rules and regulations thereunder. Parent Enterprises has previously delivered or made available to the Company TBG copies of (including all exhibits, post-effective amendments and supplements thereto1) of its (a) Annual Reports on Form 10-K for the fiscal year years ended December 31, 1995, December 31, 1996 and December 31, 1997 and (the "Enterprises 10-K"), together with a copy of the annual reports to stockholders for the immediately preceding fiscal each such year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c2) all other reportsits Proxy Statement for the annual meeting of stockholders held April 17, including quarterly reports1998 (collectively, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent Enterprises SEC Reports"). As of their respective dates, the Parent Enterprises 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 Each of the audited consolidated financial statements and unaudited interim consolidated financial statements, including any related notes and schedules, of Parent Enterprises included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 or incorporated by reference in such reports (collectively, the "Parent Enterprises 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) and fairly present the financial position of Parent Enterprises and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position 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.

Reports and Financial Statements. (a) Since January 1, 19962001, Parent has Integra and each of Integra’s subsidiaries have filed all reports, registrations and statements, together with any required amendments thereto, that they were required to file with the SEC all formsCommission under Section 12(b), statements12(g), reports 13(a) or 14(a) of the Exchange Act, including, but not limited to Forms 10-K, Forms 10-Q, Forms 8-K and documents proxy statements (including all exhibits, post-effective amendments the “Integra Reports”). Integra has previously furnished or will promptly furnish Prairie with true and supplements thereto) required to be filed by it under complete copies of each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports Integra’s annual reports on Form 10-K for the fiscal year years 2001 through 2005 and its quarterly reports on Form 10-Q for the quarters ended December March 31, 1997 2006 and for the immediately preceding fiscal yearJune 30, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports")2006. As of their respective dates, the Parent SEC Integra Reports complied in all material respects with the requirements of the Commission 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 the light of the circumstances circumstance under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent Integra included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 (collectively, the "Parent Financial Statements") Integra Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Parent Integra and its Integra’s subsidiaries as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein. There exist no material liabilities of Integra and its consolidated subsidiaries, contingent or otherwise of a type required to be disclosed in accordance with generally accepted accounting practices, except as disclosed in the Integra Reports. The reserves, the allowance for possible loan and lease losses and the carrying value for real estate owned which are shown in Integra’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 are, to Integra’s Knowledge, adequate in all respects under the requirements of generally accepted accounting principles applied on a consistent basis and safe and sound banking practices to provide for possible losses on items for which reserves were made, loans and leases outstanding and real estate owned as of the respective dates. (b) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Integra Reports filed since August 29, 2002, the chief executive officer and chief financial officer of Integra have made all certifications required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and any related rules and regulations promulgated by the Commission and the statements contained in any such certifications are complete and correct. (c) The management of Integra has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to Integra, including its consolidated subsidiaries, is made known to the management of Integra by others within those entities, and (ii) disclosed, based on its most recent evaluation, to outside auditors and the audit committee of the Board of Directors of Integra (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Integra’s ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Integra’s internal control over financial reporting. (d) Integra is, or will timely be, in compliance, in all material respects, with all current and proposed listing and corporate governance requirements of the Nasdaq Global Market, and is in compliance in all material respects, and will continue to remain in compliance from the date hereof until immediately after the Effective Time, with all rules, regulations and requirements of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the Commission. (e) As of the date hereof, Integra has not identified any material weaknesses in the design or operation of its internal control over financial reporting other than as disclosed in the Integra Reports.

Reports and Financial Statements. Since January 1, 1996, Parent (a) Hirsch has previously furni▇▇▇▇ ▇r otherwise made available (by electronic filing or otherwise) to Sheridan true and complete copies of Hirsch's: (i) Annual Report▇ ▇▇ ▇▇▇m 10-K filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under for each of the Securities Actfiscal years ended January 31, the Exchange Act 2003, 2004 and the respective rules and regulations thereunderJanuary 29, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies 2005; (including all exhibits, post-effective amendments and supplements theretoii) of its (a) Annual Quarterly Reports on Form 10-Q filed with the SEC for the fiscal quarters occurring since the Form 10-K for the fiscal year ended December January 31, 1997 and for the immediately preceding fiscal year, as 2004; (iii) each definitive proxy statement filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 31, 2003; and (iv) all Current Reports on Form 8-K filed with the SEC since February 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports")2004. As of their respective dates, such reports and proxy statements filed with the Parent SEC Reports by Hirsch (collectively with, ▇▇▇ ▇▇ving effect to, all amendments, supplements and exhibits thereto, the "SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent and unaudited consolidated interim financial statements included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 SEC Reports (collectively, the "Parent Financial Statements"including any related notes and schedules) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of Parent Hirsch and its subsidiaries consolidated ▇▇▇▇▇diaries as of the dates thereof and the results of their operations and cash flows for the periods or as of the dates then ended (subject, in the case of the unaudited interim financial statements, to normal recurring adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since December 31, 2003, Hi▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ts, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. The net realizable value of the net assets, as calculated in accordance with GAAP, is not less than $12 million on the date hereof. (b) Sheridan has delivered to Hirsch copies of its consol▇▇▇▇▇▇ audited balance sheets in draft form for the period of July 29, 2003 (inception) to December 31, 2003 and for the twelve months ended December 31, 2004, together with the related statements of income, stockholders' equity and changes in cash flow for such period and the three (3) months ended March 31, 2005 (unaudited), and audited financial statements in draft form of Musicrama, Inc., Sheridan's predecessor, for the twelve months ended December 31, 2002 and for the period of January 1, 2003 to July 29, 2003 (such financial statements being hereinafter referred to as the "Financial Statements"). The Financial Statements, including the notes thereto, (i) were prepared in accordance with GAAP throughout the periods covered thereby, and (ii) present fairly in all material respects the financial position, results of operations and changes in financial position cash flow of Sheridan and its consolidated Subsidiaries, and its predecessor, as the case may be, as of such dates and for the periods then ended. All firms providing audit opinions to Sheridan for the above mentioned Financial Statements are registered with the Public Company Accounting Oversight Board, and Sheridan shall use its best efforts to cause such firms to issue unqualified audit opinions as soon as reasonably practicable with respect to the above-mentioned draft Financial Statements.

Reports and Financial Statements. Since January 1, 1996, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent The Buyer has previously delivered furnished or made available to the Company copies (including all exhibitscomplete and accurate copies, post-effective amendments and supplements thereto) as amended or supplemented, of its (a) Annual Reports Report on Form 10-K for the fiscal year ended December 31September 30, 1997 and for the immediately preceding fiscal year1998, as filed with the Securities and Exchange Commission (the "SEC"), and (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements reports filed by Parent the Buyer under Section 13 or 14 of the Exchange Act with the SEC since January 1September 30, 1996 1998 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof such reports are collectively referred to herein as the "Parent SEC Buyer Reports"). The Buyer Reports constitute all of the documents required to be filed by the Buyer under Section 13 or 14 of the Exchange Act with the SEC from September 30, 1998 through the date of this Agreement. The Buyer Reports comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. As of their respective dates, the Parent 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Buyer included in the Parent's Annual Report on Form 10-K for Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the year ended December 31published rules and regulations of the SEC with respect thereto, 1997 (collectively, the "Parent Financial Statements"ii) have been prepared in accordance with generally accepted accounting principles 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) and fairly present the consolidated financial position condition, results of Parent operations and its subsidiaries cash flows of the Buyer as of the respective dates thereof and the results of their operations and changes in financial position for the periods then endedreferred to therein, and (iv) are consistent with the books and records of the Buyer.

Reports and Financial Statements. Since January 1, 19961998, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of Parent is required to file any form, report or other document with the SEC. Parent has previously delivered or made available to the Company Telemate, via its EDGA▇ ▇▇▇ings where available, copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K (as amended on Form 10-K/A) for the fiscal year years ended December 31, 1997 2000, 1999 and for the immediately preceding fiscal year, 1998 as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders shareholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholdersshareholders' meeting meeting, in each case from January 1, 1996, 1998 until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) 1998 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent PARENT SEC ReportsREPORTS"). As of their respective dates, the Parent SEC Reports did not contain 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent included in the Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 2000 and the two prior fiscal years (collectively, the "Parent Financial StatementsPARENT FINANCIAL STATEMENTS") ), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent and its subsidiaries Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended.

Reports and Financial Statements. (a) Since January 1, 1996, Parent the Purchaser has filed with the SEC Securities and 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 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 when filed in all material respects respects, when filed with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent The Purchaser has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports on Form 10-K for the fiscal year years ended December 31, 1997 2000, December 31, 1999 and for the immediately preceding fiscal yearDecember 31, 1998, as filed with the SEC, ; (bii) definitive proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1December 31, 1996, 1998 until the date hereof, ; and (ciii) all other reports, including quarterly reports, and registration statements filed by Parent the Purchaser with the SEC since January 1December 31, 1996 1998 (other than registration statements filed on Form S-8) (the documents referred to in clauses (ai), (bii) and (ciii) filed prior to the date hereof are collectively being referred to as the "Parent PURCHASER SEC ReportsREPORTS"). 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 Parent Purchaser SEC Reports did not or will not (as the case may be) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent the Purchaser included in the ParentPurchaser's Annual Report on Form 10-K for the year years ended December 31, 1997 2000, December 31, 1999 and December 31, 1998 (collectively, the "Parent Financial StatementsPURCHASER 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 the notes thereto) with prior periods and fairly present presented the consolidated financial position of Parent the Purchaser and its subsidiaries the Purchaser Subsidiaries as 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 changes in financial position the Purchaser Subsidiaries for the respective periods then endedended (subject, in the case of unaudited interim statements to normal year-end adjustments and the absence of certain footnote disclosures).

Reports and Financial Statements. Since January 1, 1996, Parent (a) The Buyer has filed with previously furnished to the SEC all forms, statements, reports Company complete and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of whichaccurate copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31Prospectus dated May 6, 1997 and for the immediately preceding fiscal year1996, as filed with the SECSEC (the "Buyer Prospectus"), and (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements reports filed by Parent the Buyer under Section 13 of the Exchange Act with the SEC since January 1May 6, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof such reports are collectively referred to herein as the "Parent SEC Buyer Reports"). As of their respective dates, the Parent 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Buyer included in the Parent's Annual Report on Form 10-K for Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the year ended December 31published rules and regulations of the SEC with respect thereto, 1997 (collectively, the "Parent Financial Statements"ii) have been prepared in accordance with generally accepted accounting principles 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) and fairly present the consolidated financial position condition, results of Parent operations and its subsidiaries cash flows of the Buyer as of the respective dates thereof and the results of their operations and changes in financial position for the periods then endedreferred to therein, and (iv) are consistent with the books and records of the Buyer. (b) As to each contract that is material to the Buyer's business and which has been filed by the Buyer as an exhibit to any of the Buyer Reports, neither the Buyer nor, to the knowledge of the Buyer, the other party thereto is in breach or default thereunder, other than breaches or defaults which do not, either individually or in the aggregate, have a Buyer Material Adverse Effect. (c) The Buyer has filed in a timely manner all documents that the Buyer was required to file under the Exchange Act.

Reports and Financial Statements. Since January 1Other than as set forth herein, 1996from December 31, Parent 2000 to the date hereof, except where failure to do so did not and would not have a material adverse effect on Buyer, Buyer has filed all reports, registrations and statements, together with any required amendments thereto, that it was required to file with the SEC, including, but not limited to, Forms 10-KSB, Forms 10-QSB, Forms 8-K and Proxy Statements (collectively the "BUYER'S REPORTS"). Buyer has furnished or will furnish to Corporation copies of all Buyer's Reports filed with the SEC all formssince December 31, statements, reports and documents 2000. As of their respective dates (including all exhibits, post-effective but taking into account any amendments and supplements thereto) required filed prior to be filed by it under each the date of the Securities Actthis Agreement), the Exchange Act and Buyer's Reports (other than the respective rules and regulations thereunder, all of which, as amended if applicable, financial statements included therein) complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions promulgated by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of Parent Buyer included in the ParentBuyer's Annual Report on Form 10-K for Reports complied as to form in all material respects with applicable accounting requirements and the year ended December 31published rules and regulations of the SEC with respect thereto, 1997 (collectively, the "Parent Financial Statements") have been were prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods presented (except except, as may be indicated therein or noted therein, or, in the notes theretocase of unaudited statements, as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of unaudited statements, to normal audit adjustments) the financial position of Parent Buyer and its consolidated subsidiaries as of the dates date thereof and the results of their operations and changes in financial position their cash flows for the periods then ended.