Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. The Parent has filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since December 31, 1993 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Parent SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments).

Reports and Financial Statements. The Parent (a) Since January 1, 2013, or the date of organization or acquisition if later, each NCC Company has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and has heretofore made available to the Company true proxy statements, (ii) other Regulatory Authorities, and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since December 31, 1993 under the Exchange Act (iii) any applicable state securities or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Parent SEC Documents")banking authorities. As of their respective dates ordates, if amendedeach of such reports and documents, as of including the date of the last such amendmentNCC Financial Statements, the Parent SEC Documentsexhibits, and schedules thereto, complied in all material respects with all applicable Laws, including, without limitation, any financial statements or schedules included therein (a) the Securities Laws. As of its respective date, each such report and document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading misleading. The NCC Financial Statements included in such reports (as of the dates thereof and for the periods covered thereby) (bA) complied are, or if dated after the date of this Agreement, will be, in all material respects accordance with the applicable requirements books and records of the Exchange Act and the Securities ActNCC Companies, which are or will be, as the case may be, complete and the applicable rules correct and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent SEC Documents which have been prepared fromor will have been, and are in accordance withas the case may be, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared maintained in accordance with GAAP applied on a consistent basis during the periods involved good business practices, and (except as may be indicated in the notes theretoB) and present, or will present, fairly present in all material respects the consolidated financial position of the NCC Companies as of the dates indicated and the consolidated results of operations operations, changes in stockholders’ equity, and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or NCC Companies for the periods presented indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein (subjector as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, to normal year year-end adjustmentsadjustments that are not material). ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, LLC is a registered public accounting firm and throughout the periods covered by the financial statements filed by NCC with the SEC has been “independent” with respect to NCC within the meaning of Regulation S-X under the 1934 Act. (b) NCC maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the ▇▇▇▇ ▇▇▇) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since December 31, 2015, there has not been any material change in the internal controls utilized by NCC to provide reasonable assurance that its consolidated financial statements conform with GAAP. NCC 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 NCC in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to NCC’s management as appropriate to allow timely decisions regarding required disclosures and to allow NCC’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of NCC required under the 1934 Act. (c) Each of the principal executive officer and the principal financial officer of NCC (or each former principal executive officer and each former principal financial officer of NCC, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the 1934 Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the reports of NCC filed with the SEC, and the statements contained in such certifications are true and accurate in all material respects. No NCC Company has outstanding (or has arranged or modified since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of any NCC Company, other than loans or extensions of credit permitted by, or excluded from the prohibition of, Section 402 of the Sarbanes Oxley Act. NCC is otherwise in compliance with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) No NCC Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among NCC and any other NCC Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangement”), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, NCC or any other NCC Company in NCC’s or such other NCC Company’s financial statements.

Reports and Financial Statements. The Parent (i) Target and each of its Subsidiaries has timely filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedulesregistration statements, statements prospectuses, forms and other documents together with any amendments required to be made with respect thereto, required to be filed by it and its Subsidiaries since December 31, 1993 under 1997 with (A) the Exchange Act or FDIC, (B) the Securities Act Federal Reserve Board, (C) the NASD (as such documents have been amended since defined in Section 8.1), (D) the time Massachusetts Commissioner of their filingBanks, (E) the Commonwealth of Massachusetts, and (F) the SEC (as defined in Section 8.1) (including any filings on Form 8-K) (collectively, the "Parent SEC DocumentsTARGET'S REPORTS")) and have paid all fees and assessments due and payable in connection therewith. As of their respective dates ordates, if amended, as none of the date of the last such amendment, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain Target's Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) except to the extent revised or superseded by a later-filed Target Report). All of Target's Reports, as amended, filed with the SEC complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act(as defined in Section 8.1), as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder. . (ii) Each of the consolidated financial statements (including, in each case, any notes thereto) of Target included in Target's Reports filed with the Parent SEC Documents have been prepared fromcomplied as to form, and are in accordance withas of their respective dates of filing with the SEC, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The financial statements included in Target's Reports were prepared from the books and records of Target and its Subsidiaries, have been fairly present the consolidated financial position of Target and its Subsidiaries in each case at and as of the dates indicated and the consolidated results of operations, retained earnings and cash flows of Target and its Subsidiaries for the periods indicated, and, except as otherwise set forth in the notes thereto, were prepared in accordance with GAAP (as defined in Section 8.1) consistently applied on a consistent basis during throughout the periods involved covered thereby; provided, however, that the unaudited financial statements for interim periods are subject to normal year-end adjustments (except as may which will not be indicated material individually or in the notes theretoaggregate) and fairly present in all material respects the consolidated financial position and the consolidated results lack a statement of operations and cash flows (and changes in financial position, if any) of footnotes to the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)extent permitted under applicable regulations.

Reports and Financial Statements. The Parent has filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements and other documents reports required to be filed by it and its Subsidiaries since December 31, 1993 under with the SEC pursuant to the Exchange Act or the Securities Act of 1933 (as such documents have been amended the “Securities Act”) since the time of their filingMay 14, 2009 (collectively, the "Parent “SEC Documents"Reports”), and has previously made available to the Lender true and complete copies of all such SEC Reports. As Such SEC Reports, as of their respective dates or(or if amended or superseded by a filing prior to the date of this Agreement, if amendedthen on the date of such filing), complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of such SEC Reports (together with all other written information heretofor provided by Parent to the Lender in connection with this Agreement), as of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendmentfiling), the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the The consolidated financial statements of Parent included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, Reports have been prepared in accordance with GAAP consistently applied on a consistent basis during throughout the periods involved indicated (except as may be indicated otherwise noted therein or, in the notes theretocase of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and any other adjustments described therein), in all material respects respects, the consolidated financial position of Parent as of the dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, then ended. Except as disclosed in the case SEC Reports there has been no change in any of unaudited interim financial statementsthe significant accounting policies or procedures of Parent since May 14, to normal year end adjustments)2009.

Reports and Financial Statements. The Parent (a) Jefferies has filed with the SEC, and has heretofore made available to the Company true and complete copies of, or furnished all forms, reportsdocuments, schedules, statements and other documents reports required to be filed or furnished between January 1, 2010 and the date hereof by it with the SEC (all such filed or furnished documents, together with all exhibits and its Subsidiaries since December 31, 1993 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectivelyschedules thereto and all information incorporated by reference therein, the "Parent “Jefferies SEC Documents"”). As of their respective dates dates, or, if amendedamended or superseded prior to the date of this Agreement, as of the date of the last such amendment, the Parent Jefferies SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) Documents complied in all material respects with the applicable requirements of the Exchange Securities Act and the Securities Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Jefferies SEC thereunderDocuments contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each To the Knowledge of Jefferies, none of the Jefferies SEC Documents is the subject of any outstanding SEC comments or outstanding SEC investigation. (b) The consolidated financial statements (including all related notes and schedules) of Jefferies included in the Jefferies SEC Documents fairly present in all material respects the consolidated financial statements included in the Parent SEC Documents have been prepared from, position of Jefferies and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in all material respects with applicable accounting requirements and with the published rules and regulations case of the SEC with respect unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto), have been prepared in each case in accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments).

Reports and Financial Statements. The filings required to be made by Parent has and its subsidiaries since January 1, 1995 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has heretofore made available to the Company a true and complete copies ofcopy of each report, all formsschedule, reports, schedules, statements registration statement and other documents required to be definitive proxy statement filed by it and Parent or its Subsidiaries predecessor with the SEC since December 31January 1, 1993 under the Exchange Act or the Securities Act 1995 (as such documents have been amended since the time of their filing, collectivelyfiling been amended, the "Parent SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Documents have been prepared from, and are in accordance withReports (collectively, the books and records of the "Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, Financial Statements") have been prepared in accordance with GAAP 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 in all material respects the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subjectthen ended. True, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the case of unaudited interim financial statementsdate hereof, have been made available to normal year end adjustments)the Company.

Reports and Financial Statements. The Parent has (i) Global and Global Crossing Holdings Ltd. ("GLOBAL HOLDINGS") have filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, required reports, schedules, forms, statements and other documents required to be filed by it and its Subsidiaries with the SEC since December 31January 1, 1993 under the Exchange Act or the Securities Act 1998 (as such documents have been amended since the time of their filingcollectively, collectivelyincluding all exhibits thereto, the "Parent GLOBAL SEC DocumentsREPORTS"). As No Subsid iary of Global other than Global Holdings is required to file any form, report or other document with the SEC. None of the Global SEC Reports, as of their respective dates or(and, if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendmentfiling), the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. Each of the financial statements (including the related notes) included in the Global SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Global and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments that have not been and are not expected to be material in amount. All of such Global SEC Reports, as of their respective dates, complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Global has made available to Frontier drafts of the consolidated financial statements of Global and its Subsidiaries at and for the year ended December 31, 1998 of Global (in the respective form thereof as of the date of this Agreement, collectively, the "GLOBAL DRAFT DISCLOSURES"). To the knowledge of Global, each of the Global Draft Disclosures, including the financial statements included therein, is in substantially final form, except that the Global Draft Disclosures do not disclose any information with respect to this Agreement, the transactions contemplated hereby or the effect that this Agreement or such transactions might have on the business, financial condition or results of operations (actual, pro forma or projected) of Global and its Subsidiaries (collectively, the "GLOBAL TRANSACTION INFORMATION"). The Global Draft Disclosures were not prepared for the purpose of providing to Frontier or any other Person any Global Transaction Information. To the knowledge of Global, except with respect to Global Transaction Information, (x) the draft financial statements (including the related notes) included in the Global Draft Disclosures present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Global and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein and (by) complied all of the Global Draft Disclosures comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations promulgated thereunder. (iii) From December 31, 1998 until the date of this Agreement, Global and its Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of Global and its Subsidiar ies or the SEC thereunder. Each of the consolidated financial statements included footnotes thereto prepared in conformity with GAAP, other than (A) liabilities incurred in the Parent SEC Documents have been prepared fromordinary course of business or (B) liabilities that would not, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated individually or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial positionaggregate, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, reasonably be expected to normal year end adjustments)have a Material Adverse Effect on Global.

Reports and Financial Statements. The Parent (i) Target and each of its Subsidiaries has timely filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedulesregistration statements, statements prospectuses, forms and other documents together with any amendments required to be made with respect thereto, required to be filed by it and its Subsidiaries since December 31, 1993 under 1997 with (A) the Exchange Act or FDIC, (B) the Securities Act Federal Reserve Board, (C) the NASD (as such documents have been amended since defined in SECTION 8.1), (D) the time Massachusetts Commissioner of their filingBanks, (E) the Commonwealth of Massachusetts, and (F) the SEC (as defined in SECTION 8.1) (including any filings on Form 8-K) (collectively, the "Parent SEC DocumentsTARGET'S REPORTS")) and have paid all fees and assessments due and payable in connection therewith. As of their respective dates ordates, if amended, as none of the date of the last such amendment, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain Target's Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) except to the extent revised or superseded by a later-filed Target Report). All of Target's Reports, as amended, filed with the SEC complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act(as defined in SECTION 8.1), as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder. . (ii) Each of the consolidated financial statements (including, in each case, any notes thereto) of Target included in Target's Reports filed with the Parent SEC Documents have been prepared fromcomplied as to form, and are in accordance withas of their respective dates of filing with the SEC, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The financial statements included in Target's Reports were prepared from the books and records of Target and its Subsidiaries, have been fairly present the consolidated financial position of Target and its Subsidiaries in each case at and as of the dates indicated and the consolidated results of operations, retained earnings and cash flows of Target and its Subsidiaries for the periods indicated, and, except as otherwise set forth in the notes thereto, were prepared in accordance with GAAP (as defined in SECTION 8.1) consistently applied on a consistent basis during throughout the periods involved covered thereby; PROVIDED, HOWEVER, that the unaudited financial statements for interim periods are subject to normal year-end adjustments (except as may which will not be indicated material individually or in the notes theretoaggregate) and fairly present in all material respects the consolidated financial position and the consolidated results lack a statement of operations and cash flows (and changes in financial position, if any) of footnotes to the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)extent permitted under applicable regulations.

Reports and Financial Statements. The Parent (a) Since December 5, 2003, Buyer has timely filed (i) with the Securities and Exchange Commission (the “SEC, and has heretofore made available to the Company true and complete copies of, ”) all forms, reports, schedules, statements, registration rights and definitive proxy statements (the “Buyer Reports”) required to be filed by Buyer under each of the Securities Act of 1933, as amended, and the respective rules and regulations thereunder (the "Securities Act”) and the Securities Exchange Act of 1934, as amended, and the respective rules and regulations thereunder (the “Exchange Act”) and (ii) with the SEC, and any other Governmental Authority with jurisdiction all material forms, reports, schedules, registrations, declarations and other documents filings required to be filed by it under all applicable Laws, including the PUHCA, all of which, as amended if applicable, complied, and its Subsidiaries since December 31with respect to Buyer Reports filed after the date hereof, 1993 under will comply, in all material respects with all applicable requirements of the Exchange Act or appropriate act and the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Parent SEC Documents")rules and regulations promulgated thereunder. As of their respective dates orthe Buyer Reports (including exhibits and all other information incorporated by reference thereto) did not, if amended, as of and with respect to Buyer Reports filed after the date of the last such amendmenthereof, the Parent SEC Documentswill not, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading. Each of the audited and unaudited consolidated financial statements (bincluding the notes thereto) complied of Buyer included in the Buyer Reports, when issued, complied, or with respect to Buyer Reports filed after the date hereof, will comply, in all material respects with all applicable accounting requirements, was, or with respect to Buyer Reports filed after the applicable requirements of the Exchange Act and the Securities Actdate hereof, as the case may will be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, and are is in accordance with, the books and records of the Parent and/or Buyer and its consolidated Subsidiariessubsidiaries, comply in all material respects with applicable accounting requirements which books and with the published rules and regulations of the SEC with respect thereto, records have been prepared maintained, and which financial statements were prepared, in accordance with GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during throughout the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented, or with respect to Buyer Reports filed after the date hereof, will fairly present, in all material respects the consolidated financial position of Buyer and its subsidiaries as of the dates thereof and the consolidated results of operations and their operations, cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or position for the periods presented therein reported (subject, in the case of unaudited interim financial quarterly statements, to normal year year-end adjustmentsaudit adjustments that are immaterial to Buyer and its subsidiaries as a whole). (b) The management of Buyer has (i) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) intended to ensure that material information relating to the Buyer is timely made known to the management of Buyer by others within those entities, and (ii) has disclosed, based on its most recent required evaluation, to Buyer’s outside auditors and the audit committee of board of directors of Buyer (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which could adversely affect Buyer’s ability to record, process, summarize and report financial information on a timely basis and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal control over financial reporting. A summary of any such disclosure made by management to Buyer’s auditors and audit committee has been made available to Genco.

Reports and Financial Statements. The (a) Parent has timely filed with the SEC, and has heretofore made available to the Company true and complete copies of, or furnished all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it and its Subsidiaries Parent with the SEC since December 31August 8, 1993 under the Exchange Act or the Securities Act 2013 (as all such documents have been amended since the time of their filing, collectivelyand reports filed or furnished by Parent, the "“Parent SEC Documents"”). As of their respective dates or, if amended, as of the date of the last such amendmentamendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), (i) the Parent SEC DocumentsDocuments complied in all material respects with the requirements of the Securities Act, includingthe Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without limitationas amended, any financial statements or schedules included therein in effect as of the time of filing with the SEC, as the case may be, and the applicable rules and regulations promulgated thereunder, and (aii) did not contain none of the Parent 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 light of the circumstances under which they were made, not misleading and misleading. (b) complied The consolidated financial statements (including all related notes and schedules) of Parent included in or incorporated by reference into the Parent SEC Documents (the “Parent Financial Statements”) (i) fairly present in all material respects with the applicable requirements consolidated financial position of the Exchange Act Parent and the Securities Actits consolidated Subsidiaries, as at the case may berespective dates thereof, and the applicable rules consolidated results of their operations and regulations their consolidated cash flows for the respective periods set forth therein, (ii) were prepared in accordance with GAAP (except, in the case of the SEC thereunder. Each unaudited statements, subject to normal year-end audit adjustments, none of the consolidated financial statements included which individually or in the Parent SEC Documents aggregate will be material in amount, and subject to the absence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (iii) have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries. (c) The Parent and its Subsidiaries maintain disclosure controls and procedures (as at such terms are defined in Rule 13a-15 under the dates thereof or for Exchange Act) that satisfy the periods presented therein (subject, requirements of Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective to provide reasonable assurance that all material information required to be disclosed in the case Parent Reports filed with or submitted to the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. (d) Parent maintains a system of unaudited interim internal control over financial statements, reporting (as such term is defined in Rule 13a-15 under the Exchange Act) sufficient to normal year end adjustments)provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP.

Reports and Financial Statements. The Parent has (i) SouthBanc and each of its Subsidiaries have each timely filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, material reports, schedulesregistrations and statements, statements and other documents together with any amendments required to be filed by it and its Subsidiaries made with respect thereto, that they were required to file since December 31, 1993 under 1997 with (A) the Exchange Act or FDIC, (B) the Securities Act OTS, (as such documents have been amended since C) the time of their filing, NASD and (D) the SEC (collectively, the "Parent SEC DocumentsSouthBanc's Reports")) and have paid all fees and assessments due and payable in connection therewith. As of their respective dates ordates, if amended, as none of the date of the last such amendment, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain SouthBanc's Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) misleading. All of SouthBanc's Reports filed with the SEC complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder. . (ii) Each of the consolidated financial statements of SouthBanc included in SouthBanc's Reports filed with the Parent SEC Documents have been prepared fromcomplied as to form, and are in accordance withas of their respective dates of filing with the SEC, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The financial statements included in SouthBanc's Reports were prepared from the books and records of SouthBanc and its Subsidiaries, have been fairly present the consolidated financial position of SouthBanc and its Subsidiaries in each case at and as of the dates indicated and the consolidated results of operations, retained earnings and cash flows of SouthBanc and its Subsidiaries for the periods indicated, and, except as otherwise set forth in the notes thereto, were prepared in accordance with GAAP consistently applied on a consistent basis during throughout the periods involved covered thereby; provided, however, that the unaudited financial statements for interim periods are subject to normal year-end adjustments (except as may which will not be indicated material individually or in the notes theretoaggregate) and fairly present in all material respects the consolidated financial position and the consolidated results lack a statement of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)footnotes.

Reports and Financial Statements. (a) The Parent Company has filed with the SEC, and has heretofore made available to the Company true and complete copies of, or furnished all forms, reportscertifications, schedules, statements documents and other documents reports required to be filed or furnished by it and its Subsidiaries with the SEC on a timely basis since December 31January 29, 1993 under 2012 (together with any documents so filed or furnished during such period on a voluntary basis, in each case as may have been amended, the “Company SEC Documents”). Each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or and the Securities Act (​ ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as such documents have been amended since the time of their filingcase may be, collectively, and the "Parent SEC Documents")applicable rules and regulations promulgated thereunder. As of their respective dates orthe date filed with or furnished to the SEC, if amended, as none of the date of the last such amendment, the Parent Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents. (b) complied The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (if amended, as of the date of the last such amendment) fairly presented in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records position of the Parent and/or Company and its consolidated Subsidiaries, comply as at the respective dates thereof, and the consolidated results of their operations, their consolidated cash flows and changes in stockholders’ equity for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) and were prepared in all material respects in conformity with applicable accounting requirements and with GAAP (except, in the published rules and regulations case of the SEC with respect theretounaudited financial statements, have been prepared in accordance with GAAP as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) ). The Company has been and fairly present is in all material respects compliance with the consolidated financial position applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the consolidated results applicable rules and regulations of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)NASDAQ.

Reports and Financial Statements. The Parent Buyer has filed with the SEC, and has heretofore previously furnished or made available to the Company true complete and complete copies ofaccurate copies, as amended or supplemented, of all forms, reports, schedules, statements and other reports filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be filed by it and its Subsidiaries since December 31, 1993 the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act or with the Securities SEC through the date of this Agreement. The Buyer Reports complied in all material respects with the requirements of the Exchange Act (as such documents have been amended since and the time of their filing, collectively, the "Parent SEC Documents")rules and regulations thereunder when filed. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements misleading. The unaudited interim financial statements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements Buyer included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto when filed, have been (ii) were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved 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 in all material respects the consolidated financial position and the consolidated condition, results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries Buyer as at of the respective dates thereof or and for the periods presented therein referred to therein, and (subject, in iv) are consistent with the case books and records of unaudited interim financial statements, to normal year end adjustments)the Buyer.

Reports and Financial Statements. The Parent has timely filed all reports required to be filed with the SECSEC pursuant to the Exchange Act or the Securities Act since January 1, 1994 (collectively, the "PARENT SEC REPORTS"), and has heretofore previously made available to the Company true and complete copies ofof all such Parent SEC Reports. Such Parent SEC Reports, as of their respective dates, complied in all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since December 31, 1993 under material respects with the Exchange Act or applicable requirements of the Securities Act (as such documents have been amended since and the time of their filing, collectively, the "Parent SEC Documents"). As of their respective dates or, if amendedExchange Act, as the case may be, and none of the date of the last such amendment, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the consolidated The financial statements of Parent included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, Reports have been prepared in accordance with GAAP consistently applied on a consistent basis during throughout the periods involved indicated (except as may be indicated otherwise noted therein or, in the notes theretocase of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in all material respects the case of unaudited statements, to normal, recurring year-end adjustments and any other adjustments described therein) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or and the consolidated results of operations and cash flows of Parent and its consolidated Subsidiaries for the periods presented therein then ended. Since January 1, 1994, there has been no change in any of the significant accounting (subjectincluding tax accounting) policies, in practices or procedures of the case Parent or any of unaudited interim financial statements, to normal year end adjustments)its consolidated Subsidiaries.

Reports and Financial Statements. The Parent Company has filed all Reports on Form 10-K, Form 10-Q and Form 8-K and proxy statements required under the Exchange Act to be filed with the SECSEC since January 1, and 1996 (collectively, the "Company SEC Filings"). The Company has heretofore furnished or made available to the Company TCI true and complete copies of, of all forms, reports, schedules, statements and other documents required the Company SEC Filings filed prior to be filed by it and its Subsidiaries since December 31, 1993 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Parent SEC Documents")date hereof. As of their respective dates ordates, if amendedeach of the Company SEC 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 the such date of the last such amendment, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (bexcept that no representation or warranty is made with respect to any information regarding TCI included in the Company SEC Filings which was furnished by TCI expressly for use therein). When filed with the SEC, the financial statements (including the related notes) included in the Company SEC Filings complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, thereunder and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes schedules thereto) ), and such financial statements fairly present present, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the respective periods presented therein (then ended, subject, in the case of the unaudited interim financial statements, to normal year 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 June 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 and not prohibited by this Agreement, 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. The Parent (i) From December 31, 2012 through the date of this Agreement, Fyffes has filed with the SEC, and has heretofore made available to the Company true and complete copies of, or published all forms, reports, schedules, statements documents and reports (including exhibits and other information incorporated therein) required to be published prior to the date hereof by it in accordance with the AIM Rules and the ESM Rules, including the information required to be made available by it on its website under Rule 26 of each of the AIM Rules and the ESM Rules (the “Rule 26 Information”, and with such other forms, documents and reports the “Fyffes Documents”) and has filed all returns, particulars, resolutions and documents required to be filed by it and its Subsidiaries since December 31, 1993 under or to be delivered on behalf of Fyffes with the Exchange Act or the Securities Act (as such documents have been amended since the time Registrar of their filing, collectively, the "Parent SEC Documents")Companies in Ireland. As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Parent SEC DocumentsFyffes Documents complied in all material respects with the requirements of the AIM Rules and the ESM Rules and the applicable rules and regulations promulgated thereunder, including, without limitation, any financial statements or schedules included therein (a) did not contain and none of the Fyffes 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 light of the circumstances under which they were made, made not misleading misleading. (ii) The consolidated financial statements (including all related notes and (bschedules) of Fyffes included in the Fyffes Documents when filed or published complied as to form in all material respects with the applicable requirements of accounting requirements, EU IFRS, the Exchange Act Companies Acts and the Securities Act, as AIM Rules and ESM Rules with respect thereto in effect at the case may be, time of such filing and the applicable rules and regulations of the SEC thereunder. Each of fairly present in all material respects the consolidated financial statements included in the Parent SEC Documents have been prepared from, position of Fyffes and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in all material respects with applicable accounting requirements and with the published rules and regulations case of the SEC unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with respect thereto, have been prepared in accordance with GAAP EU IFRS applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments).

Reports and Financial Statements. (a) The Parent Company has filed the Company SEC Documents with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since December 31, 1993 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Parent SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentamendment filed prior to the date of this Agreement, the Parent Company SEC Documents, including, without limitation, including any financial statements or schedules included therein therein, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (except to the extent corrected by a document subsequently filed with the SEC) and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) The Financial Statements complied, as of their respective dates, with applicable accounting requirements and the applicable rules and regulations of the SEC thereunderSEC. Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto and subject, in the case of interim condensed consolidated financial statements, to normal, recurring and immaterial year-end adjustments and the absence of certain notes) and fairly present in all material respects (i) the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof and (ii) the consolidated results of operations operations, changes in stockholders' equity and cash flows (and changes in financial position, if any) of the Parent Company and its consolidated the Company Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)therein.

Reports and Financial Statements. The Parent Buyer has filed with the SEC, and has heretofore previously furnished or made available to the Company true complete and complete copies ofaccurate copies, as amended or supplemented, of the Buyer's most recent Annual Report on Form 10-K and all forms, reports, schedules, statements and other reports filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since the most recent Form 10-K (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be filed by it and its Subsidiaries since December 31, 1993 the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act or with the Securities Act (as such documents have been amended since SEC from the time date of their filing, collectively, the "Parent SEC Documents")most recent Form 10-K through the date of this Agreement. As of their respective dates orof filing, if amended, as the Buyer Reports complied in all material respects with the requirements of the date Exchange Act and the rules and regulations thereunder. As of the last such amendmenttheir respective dates, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements misleading. The unaudited interim financial statements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements Buyer included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto when filed, have been (ii) were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved 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 in all material respects the consolidated financial position and the consolidated condition, results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries Buyer as at of the respective dates thereof or and for the periods presented therein referred to therein, and (subject, in iv) are consistent with the case books and records of unaudited interim financial statements, to normal year end adjustments)the Buyer.

Reports and Financial Statements. The Parent Purchaser has filed with the SEC, and has heretofore made available to the Company true a copy of each report, schedule, registration statement and complete copies of, all forms, reports, schedules, statements and other documents required to be definitive proxy statement filed by it and its Subsidiaries Purchaser with the SEC since December 31January 1, 1993 under the Exchange Act or the Securities Act 2013 (as such documents have been amended since the time of their filingfiling with the SEC been amended, collectively, the "Parent “SEC Documents"Reports”), which are all of the documents (other than preliminary material) that Purchaser was required to file with the SEC since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may beappropriate, and the applicable rules and regulations of the SEC thereunderthereunder which are applicable to the SEC Reports. Each of the The audited consolidated financial statements and unaudited interim financial statements of Purchaser included in the Parent SEC Documents have been prepared from, and are in accordance withReports (collectively, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, “Purchaser Financial Statements”) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and, with respect to the unaudited interim financial statements which comprise a portion of the Purchaser Financial Statements, except as permitted by Form 10‑Q of the SEC) and fairly present in all material respects the consolidated financial position of Purchaser and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or position for the periods presented therein (then ended, subject, however, in the case of the unaudited interim financial statementsstatements which comprise a portion of the Purchaser Financial Statements, to normal year end adjustments)year‑end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. The Parent has filed filings (the "360NETWORKS SECURITIES LAWS FILINGS") made by 360networks with the SECUnited States Securities and Exchange Commission and the British Columbia and Ontario Securities Commissions after December 31, and has heretofore made available to 1999 include all of the Company true and complete copies of, all forms, reports, schedules, statements and other documents filings that were required to be filed by it made after such date with such entities and its Subsidiaries since December 31complied, 1993 under as of their respective dates, with all applicable requirements of the Exchange Act or appropriate statutes and the Securities Act (as rules and regulations thereunder, except for such documents filings the failure of which to have been amended since the time of their filing, collectively, the "Parent SEC Documents")made or to so comply would not result in a Material Adverse Effect. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 360networks Securities Laws Filings 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 light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the consolidated The audited financial statements and unaudited interim financial statements of 360networks included in the Parent SEC Documents have been prepared from, and are in accordance with360networks Securities Laws Filings (collectively, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, "360NETWORKS FINANCIAL STATEMENTS") have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of 360networks as of the dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (then ended, subject, in the case of the unaudited interim financial statements, to normal year normal, recurring and year-end audit adjustments). True, accurate and complete copies of the 360networks Articles and 360networks by-laws, as in effect on the date hereof, have been provided to Alcatel.

Reports and Financial Statements. The Parent has (i) First Capital and each of its Subsidiaries have timely filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, material reports, schedulesregistrations and statements, statements and other documents together with any amendments required to be filed by it and its Subsidiaries made with respect thereto, that they were required to file since December 31, 1993 under 1996 with (A) the Exchange Act or OTS, (B) the SEC, (C) the National Association of Securities Act Dealers (as such documents have been amended since "NASD"), and (D) the time of their filing, FDIC (collectively, the "Parent SEC DocumentsFIRST CAPITAL'S REPORTS"), and have paid all fees and assessments due and payable in connection therewith. As of their respective dates ordates, if amended, as none of the date of the last such amendment, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain First Capital's Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) misleading. All of First Capital's Reports filed with the SEC complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder. . (ii) Each of the consolidated financial statements of First Capital included in First Capital's Reports filed with the Parent SEC Documents have been prepared fromcomplied as to form, and are in accordance withas of their respective dates of filing with the SEC, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The financial statements included in First Capital's Reports were prepared from the books and records of First Capital and its Subsidiaries, have been fairly present the consolidated financial position of First Capital and its Subsidiaries in each case at and as of the dates indicated and the consolidated results of operations, retained earnings and cash flows of First Capital and its Subsidiaries for the periods indicated, and except as otherwise set forth in the notes thereto were prepared in accordance with GAAP consistently applied on a consistent basis during throughout the periods involved covered thereby; PROVIDED, HOWEVER, that the unaudited financial statements for interim periods are subject to normal year-end adjustments (except as may which will not be indicated material individually or in the notes theretoaggregate) and fairly present in all material respects the consolidated financial position and the consolidated results lack a statement of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)footnotes.

Reports and Financial Statements. The Parent has filed with the SEC(a) Since December 31, and has heretofore made available to 1995, the Company true and complete copies ofhas timely filed all registration statements, all prospectuses, forms, reports, schedules, statements reports and documents and other documents filings required to be filed by it and its Subsidiaries since December 31, 1993 with the SEC under the Exchange Act or rules and regulations of the Securities Act SEC (as such documents have been amended since the time of their filing, collectively, the "Parent Company SEC DocumentsReports"). As of their respective dates ordates, if amended, such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the date of the last such amendmentSecurities Act, the Parent SEC DocumentsExchange Act and the rules and regulations promulgated thereunder, including, without limitation, any financial statements or schedules included therein and (aii) 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 light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the unaudited consolidated interim financial statements included in the Parent Company SEC Documents have been prepared from, Reports (including any related notes and are in accordance with, schedules) fairly present the books and records financial position of the Parent and/or Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations as of the SEC with respect theretodates thereof and the results of their operations and cash flows for the periods or as of the dates then ended (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have been prepared a Material Adverse Effect on the Company), in each case, in accordance with GAAP past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated otherwise disclosed in the notes thereto) ). The books and fairly present records of the Company and its Subsidiaries have been, and are being, maintained in all material respects the consolidated financial position in accordance with GAAP and the consolidated results of operations any other applicable legal and cash flows (accounting requirements and changes in financial position, if any) reflect only actual transactions. None of the Parent and its consolidated Company's Subsidiaries as at the dates thereof or for the periods presented therein (subjectis required to file any reports, in the case of unaudited interim financial statements, to normal year end adjustments)prospectuses or other filings with the SEC.

Reports and Financial Statements. The Parent has filed with the SEC, and has heretofore previously furnished or made available to the Company true complete and complete copies ofaccurate copies, as amended or supplemented, of its (a) Form 10-Q for the period ended September 30, 2000 as filed with the SEC and (b) all forms, reports, schedules, statements and other reports filed by Parent under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC (such reports are collectively referred to herein as the "Parent Reports"). The Parent Reports constitute all of the documents required to be filed by it and its Subsidiaries since December 31, 1993 Parent under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act or with the Securities Act (as such documents SEC since the date of its initial public offering through the date of this Agreement. The Parent Reports have been amended since duly filed, were in compliance in all material respects with the time requirements of their filingthe Exchange Act and the rules and regulations thereunder when filed, collectively, and were complete and correct in all material respects as of the "Parent SEC Documents")dates at which the information therein was furnished. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the consolidated The unaudited interim financial statements of Parent included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply Reports (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto when filed, have been (ii) were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved 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 in all material respects the consolidated financial position and the consolidated condition, results of operations and cash flows (and changes in financial position, if any) of Parent as of the Parent and its consolidated Subsidiaries as at the respective dates thereof or and for the periods presented therein referred to therein, and (subject, in iv) are consistent with the case books and records of unaudited interim financial statements, to normal year end adjustments)Parent.

Reports and Financial Statements. The Parent (a) Leucadia has filed with the SEC, and has heretofore made available to the Company true and complete copies of, or furnished all forms, reportsdocuments, schedules, statements and other documents reports required to be filed or furnished between January 1, 2010 and the date hereof by it with the SEC (all such filed or furnished documents, together with all exhibits and its Subsidiaries since December 31, 1993 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectivelyschedules thereto and all information incorporated by reference therein, the "Parent “Leucadia SEC Documents"”). As of their respective dates dates, or, if amendedamended or superseded prior to the date of this Agreement, as of the date of the last such amendment, the Parent Leucadia SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) Documents complied in all material respects with the applicable requirements of the Exchange Securities Act and the Securities Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Leucadia SEC thereunderDocuments contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each To the Knowledge of Leucadia, none of the Leucadia SEC Documents is the subject of any outstanding SEC comments or outstanding SEC investigation. (b) The consolidated financial statements (including all related notes and schedules) of Leucadia included in Leucadia SEC Documents fairly present in all material respects the consolidated financial statements included in the Parent SEC Documents have been prepared from, position of Leucadia and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in all material respects with applicable accounting requirements and with the published rules and regulations case of the SEC with respect unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto, have been prepared ) in each case in accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments).

Reports and Financial Statements. The (a) Since January 1, 2001, Parent has filed with the SECSEC all material forms, and has heretofore made available to the Company true and complete copies ofregistration statements, all formsprospectuses, reports, schedulesschedules and documents (including all exhibits, statements post-effective amendments and other documents supplements thereto) (the "Parent SEC Documents") required to be filed by it and its Subsidiaries since December 31, 1993 under the Exchange Act or each of the Securities Act (and the Exchange Act, all of which, as such documents have been amended since if applicable, complied in all material respects as to form with all applicable requirements of the time of their filingappropriate Act, collectively, SOX and the "Parent SEC Documents")rules and regulations thereunder. As of their respective dates or, if amended, as of (taking into account any amendments or supplements filed prior to the date of the last such amendmenthereof), the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading. (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The consolidated financial statements of Parent included in the Parent SEC Documents have been prepared fromcomply as to form, and are in accordance withas of their respective dates of filing with the SEC, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or 8-K or the applicable rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at of the dates thereof or and the consolidated results of their operations and cash flows for the periods presented therein then ended (subject, in the case of unaudited interim financial statements, to normal year year-end adjustmentsaudit adjustments which are not material).

Reports and Financial Statements. The (a) Parent and each of its Subsidiaries has filed with the SEC, and has heretofore made available to the Company true and complete copies of, or furnished all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it and its Subsidiaries with the SEC since December 31, 1993 under the Exchange Act or the Securities Act Lookback Date (as all such documents have been amended since the time and reports filed or furnished by Parent or any of their filing, collectivelyits Subsidiaries, the "“Parent SEC Documents"”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC DocumentsDocuments complied in all material respects with the requirements of the Securities Act and the Exchange Act, includingas the case may be, without limitationand the applicable rules and regulations promulgated thereunder, any financial statements or schedules included therein (a) did not contain and none of the Parent 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 light of the circumstances under which they were made, not misleading and misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents have been prepared from, fairly present in all material respects the consolidated financial position of Parent and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in all material respects with applicable accounting requirements and with the published rules and regulations case of the SEC with respect unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto, have been prepared ) in accordance conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments).

Reports and Financial Statements. The Parent Other than as set --------------------------------- forth herein, from March 31, 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 has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since December 31, 1993 under the Exchange Act or the Securities Act Proxy Statements (as such documents have been amended since the time of their filing, collectively, collectively the "Parent SEC DocumentsBuyer's Reports"). Buyer has furnished or will furnish to Seller (and the Shareholders upon the request of Shareholders) copies of all Buyer's Reports filed with the SEC since April 2000. As of their respective dates or, if amended, as of (but taking into account any amendments filed prior to the date of the last such amendmentthis Agreement), the Parent SEC Documents, including, without limitation, any Buyer's Reports (other than the financial statements or schedules included therein (atherein) complied in all material respects with all the rules and regulations promulgated by the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the consolidated The financial statements of Buyer included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply Buyer's Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved presented (except except, as may be indicated noted therein, or, in the notes theretocase of unaudited statements, as permitted by Form 10-QSB of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end audit adjustments)) the financial position of Buyer and its consolidated subsidiaries as of the date thereof and the results of their operations and their cash flows for the periods then ended.

Reports and Financial Statements. The Parent Draxis has timely filed all reports required to be filed with the SECSEC pursuant to the EXCHANGE ACT or the SECURITIES ACT or with Canadian securities regulators pursuant to applicable Canadian Securities Laws since December 31, 1995 (collectively, the "Draxis Securities Regulatory Reports"), and has heretofore previously made available to the Company DAHI true and complete copies ofof all such Draxis Securities Regulatory Reports. Such Draxis Securities Regulatory Reports, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since December 31, 1993 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Parent SEC Documents"). As of their respective dates ordates, if amendedcomplied in all materials respects with the applicable requirements of the SECURITIES ACT and the EXCHANGE ACT and the applicable Canadian Securities Laws, as the case may be, and none of the date of the last such amendment, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain Draxis Securities Regulatory Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the consolidated The financial statements of Draxis included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, Draxis Securities Regulatory Reports have been prepared in accordance with Canadian GAAP consistently applied on a consistent basis during throughout the periods involved indicated (except as may be indicated otherwise noted therein or, in the notes theretocase of unaudited statements, as permitted by Form 20-F of the SEC) and fairly present (subject, in all material respects the case of unaudited statements, to normal, recurring year-end adjustments and any other adjustments described therein) the consolidated financial position of Draxis and its consolidated Subsidiaries as at the dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent Draxis and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein then ended. Since December 31, 1995, there has been no change in any of the significant accounting (subjectincluding tax accounting) policies, in the case practices or procedures of unaudited interim financial statements, to normal year end adjustments)Draxis of any of its consolidated Subsidiaries.

Reports and Financial Statements. The Parent Exten has previously delivered to Multi-Cell, the Trust and the Shareholder copies of its (a) Form 10-KSB for the fiscal year ending November 30, 2000, (b) Form 10-QSB for the quarter ended May 31, 2001 and (c) all other reports or registration statements filed by Exten with the Commission since November 30, 2000, (such reports and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Exten Reports"). Since November 30, 2000, Exten has filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements reports and other documents with the Commission required to be filed by it pursuant to the federal securities laws and its Subsidiaries since December 31Commission rules and regulations promulgated thereunder, 1993 under and all such forms, reports and documents, as amended, filed with the Exchange Act or Commission have complied in all material respects with all applicable provisions of the Securities Act (as such documents have been amended since federal securities laws and the time of their filing, collectively, the "Parent SEC Documents")Commission rules and regulations promulgated thereunder. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) Exten 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 light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the consolidated The audited financial statements and unaudited interim financial statements of Exten included in the Parent SEC Documents have been prepared from, and are in accordance withExten Reports (together, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, "Exten Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly and accurately present in all material respects the consolidated financial position of Exten and its subsidiaries as of the dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or position for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)then ended.

Reports and Financial Statements. The Parent Company has filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, registration statements and other documents required to be filed by it and its Subsidiaries since December 31, 1993 under the Exchange Act or with the Securities Act and Exchange Commission ("SEC") since January 1, 1996 (such forms, reports, registration statements, and documents, together with any amendments thereto, are referred to as such documents have been amended since the time of their filing, collectively, the "Parent Company SEC DocumentsFilings"). As of their respective dates ordates, if the Company SEC Filings (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "1933 Act") and the Securities Exchange Act of 1934, as of amended, and the date of rules and regulations thereunder (the last such amendment"1934 Act"), as the Parent SEC Documentscase may be, including, without limitation, any financial statements or schedules included therein and (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading misleading. The audited financial statements and (b) complied unaudited interim financial statements included or incorporated by reference in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may beCompany SEC Filings, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated Company's audited financial statements included in at and for the Parent SEC Documents have been prepared fromyear ended December 31, and are in accordance with1998 (the "Company 1998 Financials"), the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (i) were prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) and fairly present complied as of their respective dates in all material respects with applicable accounting requirements and the consolidated published rules and regulations of the SEC with respect thereto, and (iii) fairly presented the financial position of the Company as of the dates thereof and the consolidated results of operations and income, cash flows (and changes in stockholders' equity for the periods involved. The statements of earnings included in the audited or unaudited interim financial positionstatements 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, if anyexcept 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. The Company has also previously delivered to Parent complete and accurate copies of all statements on Schedule 13D and Schedule 13G known to the Company to have been filed with the SEC since January 1, 1996, with respect to capital stock of the Company. Except as set forth on Schedule 3.5 to the Disclosure Schedule, since January 1, 1996, 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 Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)▇▇▇▇ ▇▇▇.

Reports and Financial Statements. (a) The Parent Company has timely filed with the SEC, and has heretofore made available or otherwise furnished to the Company true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed or furnished by it and its Subsidiaries since December 31, 1993 under the Securities Act or the Exchange Act since August 4, 2003 (such documents, as supplemented or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Parent COMPANY SEC DocumentsREPORTS"). As No Subsidiary of their respective dates orthe Company is or at any time since August 4, if amended2003 has been required to file with (i) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as of the date of the last such amendmentapplicable, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein and (aii) 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 light of the circumstances under which they were made, not misleading and misleading. (b) complied The audited consolidated financial statements and unaudited consolidated interim financial statements included or incorporated by reference in the Company SEC Reports (including any related notes and schedules) fairly present, in all material respects with respects, the applicable requirements consolidated financial position of the Exchange Act Company and its consolidated Subsidiaries as of the Securities Act, as the case may bedates thereof, and the applicable rules results of their operations and regulations of their cash flows for the SEC thereunder. Each of the consolidated financial statements included in the Parent SEC Documents have been prepared fromperiods set forth therein, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been each case were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may otherwise disclosed in the notes thereto and subject, where appropriate, to normal year-end adjustments that would not be indicated material in amount or effect). (c) There are no liabilities or obligations of the Company or any Company Subsidiary (whether accrued, contingent, absolute, determined, determinable or otherwise) which, individually or in the aggregate, would be material to the Company and its Subsidiaries taken as a whole other than (i) liabilities or obligations disclosed or provided for in the Balance Sheet or disclosed in the notes thereto; (ii) liabilities or obligations incurred after the Balance Sheet Date in the ordinary course of business; (iii) liabilities under this Agreement or incurred in connection with the transactions contemplated hereby; and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if anyiv) liabilities disclosed on Section 4.15 of the Disclosure Letter. (d) The Company has heretofore made available or promptly will make available to Parent and its consolidated Subsidiaries as at Merger Sub a complete and correct copy of any amendments or modifications to any Company SEC Reports filed prior to the dates thereof date hereof which are required to be filed with the SEC but have not yet been filed with the SEC, and any Company SEC Reports required to be filed by the Company on or for after the periods presented therein (subject, in date hereof and prior to the case of unaudited interim financial statements, to normal year end adjustments)Effective Time.

Reports and Financial Statements. The Parent SCGI has filed with the SECall required registration statements, and has heretofore made available to the Company true and complete copies of, all formsprospectuses, reports, schedules, forms, statements and other documents required to be filed by it and its Subsidiaries with the SEC since December 31January 1, 1993 under the Exchange Act or the Securities Act 1999 (as such documents have been amended since the time of their filingcollectively, collectivelyincluding all exhibits thereto, the "Parent SCGI SEC DocumentsREPORTS"). As of their respective dates ordates, none of the SCGI SEC Reports (and, if amendedamended or superseded by a filing prior to the date hereof or the Closing Date, as of then on the date of such filing), contained, and none of the last such amendmentSCGI SEC Reports filed subsequent to the date hereof will contain, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. Each of the financial statements (including the related notes) included in the SCGI SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of SCGI and its subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments. All of such SCGI SEC Reports, as of their respective dates (b) and as of the date of any amendment to the respective SCGI SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder. Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments).

Reports and Financial Statements. The Parent Media Metrix has timely filed with the SEC, and has heretofore made available to the Company true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since December 31May 6, 1993 1999 under the Securities Act or the Exchange Act (such documents, as supplemented or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Parent Media Metrix SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent Media Metrix SEC DocumentsReports, including, without limitation, including any financial statements or schedules included therein or incorporated by reference therein, at the time filed (aand, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, (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), 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements included or incorporated by reference in the Media Metrix SEC Reports (bincluding any related notes and schedules) complied fairly present, in all material respects with respects, the applicable requirements financial position of Media Metrix and its consolidated Subsidiaries as of the Exchange Act dates thereof and the Securities Actresults of their operations and their cash flows and other information included therein for the periods set forth therein, as the in each case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated otherwise disclosed in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited the interim financial statements, to normal year year-end adjustments)adjustments that would not, individually or in the aggregate, be material in amount or effect.

Reports and Financial Statements. The (a) Parent has filed with the SEC, and has heretofore made available to the Company true and complete copies of, or furnished all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished by it and its Subsidiaries with the SEC since December 3128, 1993 under 2003 (the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "“Parent SEC Documents"”). As of their respective dates dates, or, if amendedamended prior to the date hereof, as of the date of the last such amendmentamendment prior to the date hereof, the Parent SEC DocumentsDocuments complied in all material respects with the requirements of the Securities Act and the Exchange Act, includingas the case may be, without limitationand the applicable rules and regulations promulgated thereunder, any financial statements or schedules included therein (a) did not contain and, as of their respective dates, none of the Parent 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 light of the circumstances under which they were made, not misleading and misleading. (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents have been prepared from, fairly present in all material respects the consolidated financial position of Parent and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods indicated (subject, in all material respects with applicable accounting requirements and with the published rules and regulations case of the SEC with respect unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto, have been prepared ) in accordance conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments).

Reports and Financial Statements. The Parent (a) Broadcom has timely filed with the SEC, and has heretofore made available or furnished to the Company true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed or furnished by it and its Subsidiaries since December 31, 1993 under the Exchange Securities Act or the Securities Act Exchange Act, including all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, since November 1, 2015 (as such documents have been amended since the time of their filing, collectively, the "Parent “Broadcom SEC Documents"”). As of their respective dates dates, or, if amendedamended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, the Parent Broadcom SEC DocumentsDocuments complied in all material respects with the requirements of the Securities Act and the Exchange Act, includingas the case may be, without limitationand the applicable rules and regulations promulgated thereunder, any financial statements or schedules included therein (a) did not contain and none of the Broadcom 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 light of the circumstances under which they were made, not misleading and misleading. (b) The consolidated financial statements (including all related notes and schedules) of Broadcom included in the Broadcom SEC Documents when filed complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Broadcom and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto, have been prepared ) in accordance conformity with GAAP (except, in the case of the unaudited statements, to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments).

Reports and Financial Statements. The Parent has filings required to be made by NCE and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the Power Act, the Natural Gas Act, if any, the Gas Policy Act, if any, and applicable state laws and regulations have been filed with the SEC, the FERC, or the applicable state authorities with jurisdiction over public utilities, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. NCE has heretofore made available to the Company NSP a true and complete copies ofcopy of each report, all formsschedule, reports, schedules, statements registration statement and other documents required to be definitive proxy statement filed by it NCE with the SEC since January 1, 1996 and its Subsidiaries since December 31, 1993 under through the Exchange Act or the Securities Act date hereof (as such documents have been amended since the time of their filing, collectivelyfiling been amended, the "Parent NCE SEC DocumentsReports"). As of their respective dates orThe NCE SEC Reports, if amended, as of the date of the last such amendment, the Parent SEC Documents, including, including without limitation, limitation any financial statements or schedules included therein (a) therein, at the time filed, and any forms, reports or other documents filed by NCE with the SEC after the date hereof, did not and will not, in each case as of their respective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the The audited consolidated financial statements and unaudited interim financial statements of NCE included in the Parent NCE SEC Documents Reports (collectively, the "NCE Financial Statements") have been prepared fromprepared, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been will be prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated therein or in the notes theretothereto or with respect to unaudited statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the consolidated financial position and of NCE as of the respective dates thereof or the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the respective periods presented therein (then ended, as the case may be, subject, in the case of the unaudited interim financial statements, to normal year end normal, recurring audit adjustments).

Reports and Financial Statements. (a) The Parent Company has filed with the SEC, and has heretofore made available to SEC the Company true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since December 31, 1993 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Parent SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentamendment filed prior to the date of this Agreement, the Parent Company SEC Documents, including, without limitation, including any financial statements or schedules included therein therein, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations . None of the SEC thereunder. Company Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements included in the Parent SEC Documents Financial Statements have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Company and the Company Subsidiaries. The Financial Statements complied, comply as of their respective dates, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, SEC. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto and subject, in the case of interim condensed consolidated financial statements, to normal, recurring and immaterial year-end adjustments and the absence of certain notes) and fairly present in all material respects respects, (i) the consolidated financial position of the company and the Company Subsidiaries as of the dates thereof and (ii) the consolidated results of operations operations, changes in stockholders' equity and cash flows (and changes in financial position, if any) of the Parent Company and its consolidated the Company Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)therein.

Reports and Financial Statements. (a) The Parent has Buyer Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder when filed with or furnished to the SEC, and has heretofore made available to . The Buyer Reports constitute all of the Company true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed with or furnished to the SEC by it and its Subsidiaries since December 31the Buyer, 1993 under the Securities Act, the Exchange Act or and the Securities Act (as such documents have been amended since rules and regulations thereunder, from March 31, 2024 through the time date of their filing, collectively, the "Parent SEC Documents")this Agreement. As of their respective dates or(and, if amendedin the case of registration statements, as on the dates of the date of the last such amendmenteffectiveness), the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements misleading. As of the Exchange Act and date of this Agreement, there are no outstanding comments from, or unresolved issues raised by, the Securities Act, as the case may be, and the applicable rules and regulations SEC with respect to any of the SEC thereunderBuyer Reports. Each The audited financial statements and unaudited interim financial statements (including the related notes, where applicable) of the consolidated financial statements Buyer and its Subsidiaries included or incorporated by reference in the Parent SEC Documents Buyer Reports (i) have been prepared from, and are in accordance with, the books and records of the Parent and/or Buyer and its consolidated Subsidiaries, comply Subsidiaries and complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto when filed, have been (ii) were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved covered thereby (except as may be indicated therein or in the notes thereto) , and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim quarterly financial statements, as permitted by Form 10 Q under the Exchange Act), and (iii) fairly present the consolidated financial condition, results of operations, changes in stockholders’ equity and cash flows of the Buyer and its Subsidiaries as of the respective dates thereof and for the periods referred to normal year end adjustments)therein.

Reports and Financial Statements. The Parent has filings required to be made by CNG and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the Power Act, the Natural Gas Act (the "Gas Act"), the Natural Gas Policy Act of 1978 (the "Gas Policy Act"), the 1935 Act and applicable state laws and regulations have been filed with the SEC, the FERC or the applicable state regulatory authorities, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. CNG has heretofore made available to the Company DRI a true and complete copies ofcopy of each report, all formsschedule, reports, schedules, statements registration statement and other documents required to be definitive proxy statement filed by it and its Subsidiaries since December 31, 1993 CNG with the SEC under the Exchange Act or the Securities Act and the Exchange Act, since January 1, 1996 and through the date hereof (as such documents have been amended since the time of their filing, collectivelyfiling been amended, the "Parent CNG SEC DocumentsReports"). As of their respective dates orThe CNG SEC Reports, if amended, as of the date of the last such amendment, the Parent SEC Documents, including, including without limitation, limitation any financial statements or schedules included therein (a) therein, at the time filed, and any forms, reports or other documents filed by CNG with the SEC after the date hereof, did not 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 light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the The audited consolidated financial statements and unaudited interim financial statements of CNG included in the Parent CNG SEC Documents Reports (collectively, the "CNG Financial Statements") have been prepared fromprepared, and are in accordance withwill be prepared, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP 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 under the Exchange Act) and fairly present in all material respects the consolidated financial position and of CNG as of the respective dates thereof or the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the respective periods presented therein (then ended, as the case may be, subject, in the case of the unaudited interim financial statements, to normal year end normal, recurring audit adjustments). Section V.6 Absence of Certain Changes or Events. From September 30, 1998 through the date hereof, each of CNG and each of its subsidiaries has conducted its business only in the ordinary course of business consistent with past practice and no event has occurred which has had, and no fact or condition exists that would have or, to the best knowledge of CNG, is reasonably likely to have, a CNG Material Adverse Effect.

Reports and Financial Statements. The Parent has (i) Heritage and each of its Subsidiaries have each timely filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, material reports, schedulesregistrations and statements, statements and other documents together with any amendments required to be filed by it and its Subsidiaries made with respect thereto, that they were required to file since December 31, 1993 under 1997 with (A) the Exchange Act or FDIC, (B) the Securities Act OTS, (C) the NASD (as such documents have been amended since defined in Section 8.1) and (D) the time of their filing, SEC (as defined in Section 8.1) (collectively, the "Parent SEC DocumentsHeritage's Reports")) and have paid all fees and assessments due and payable in connection therewith. As of their respective dates ordates, if amended, as none of the date of the last such amendment, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain Heritage's Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) misleading. All of Heritage's Reports filed with the SEC complied in all material respects with the applicable requirements of the Exchange Act (as defined in Section 8.1) and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder. . (ii) Each of the consolidated financial statements of Heritage included in Heritage's Reports filed with the Parent SEC Documents have been prepared fromcomplied as to form, and are in accordance withas of their respective dates of filing with the SEC, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The financial statements included in Heritage's Reports were prepared from the books and records of Heritage and its Subsidiaries, have been fairly present the consolidated financial position of Heritage and its Subsidiaries in each case at and as of the dates indicated and the consolidated results of operations, retained earnings and cash flows of Heritage and its Subsidiaries for the periods indicated, and, except as otherwise set forth in the notes thereto, were prepared in accordance with GAAP (as defined in Section 8.1) consistently applied on a consistent basis during throughout the periods involved covered thereby; provided, however, that the unaudited financial statements for interim periods are subject to normal year-end adjustments (except as may which will not be indicated material individually or in the notes theretoaggregate) and fairly present in all material respects the consolidated financial position and the consolidated results lack a statement of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)footnotes.

Reports and Financial Statements. The Parent has (i) Acquiror and Acquiror Bank have each timely filed all material reports, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 1997 with the SEC, the NASD, the FDIC and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since December 31, 1993 under the Exchange Act or the Securities Act OTS (as such documents have been amended since the time of their filing, collectively, the "Parent SEC DocumentsAcquiror's Reports"). As of their respective dates ordates, if amended, as none of the date of the last such amendment, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain Acquiror's Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) misleading. All of Acquiror's Reports complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder. . (ii) Each of the consolidated financial statements of Acquiror included in Acquiror's Reports filed with the Parent SEC Documents have been prepared fromcomplied as to form, and are in accordance withas of their respective dates of filing with the SEC, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The financial statements included in Acquiror's Reports were prepared from the books and records of Acquiror and its subsidiaries, have been fairly present the consolidated financial position of Acquiror and its subsidiaries in each case at and as of the dates indicated and the consolidated results of operations, retained earnings and cash flows of Acquiror and its subsidiaries for the periods indicated, and, except as otherwise set forth in the notes thereto, were prepared in accordance with GAAP consistently applied on a consistent basis during throughout the periods involved covered thereby; provided, however, that the unaudited financial statements for interim periods are subject to normal year-end adjustments (except as may which will not be indicated material individually or in the notes theretoaggregate) and fairly present in all material respects the consolidated financial position and the consolidated results lack a statement of operations and cash flows (and changes in financial position, if any) of the Parent stockholders' equity and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)complete footnotes.

Reports and Financial Statements. The Parent (a) Juno has filed Juno SEC Documents with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since December 31, 1993 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Parent SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentamendment filed prior to the date of this Agreement, the Parent Juno SEC Documents, including, without limitation, including any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations . None of the SEC thereunder. Juno Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements included in the Parent SEC Documents Juno Financial Statements have been prepared from, and are in accordance with, the books and records of Juno and the Parent and/or its consolidated Juno Subsidiaries. The Juno Financial Statements complied, comply in all material respects as of their respective dates, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, SEC. The Juno Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto and subject, in the case of interim condensed consolidated financial statements, to normal, recurring and immaterial year-end adjustments and the absence of certain notes) and fairly present in all material respects (i) the consolidated financial position of Juno and the Juno Subsidiaries as of the dates thereof and (ii) the consolidated results of operations operations, changes in stockholders' equity and cash flows (of Juno and changes in financial position, if any) of the Parent and its consolidated Juno Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)therein.

Reports and Financial Statements. The Parent (a) Xpedior has filed with the U.S. Securities and Exchange Commission (the "SEC, and has heretofore made available to the Company true and complete copies of, ") all forms, reports, schedules, registration statements, definitive proxy statements, information statements and other documents filings ("SEC Reports") required to be filed by it and its Subsidiaries with the SEC since December 311, 1993 under 1999. As of their respective dates, the SEC Reports complied as to form in all material respects with the requirements of the Securities Exchange Act or of 1934, as amended (the "Exchange Act"), and the Securities Act (Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such documents have been amended since the time of their filing, collectively, the "Parent SEC Documents")Reports. As of their respective dates or, if amended, and as of the date of the last any information from such amendmentSEC Reports has been incorporated by reference, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 light of the circumstances under which they were made, not misleading misleading. Xpedior has filed all material contracts and agreements and other documents or instruments required to be filed as exhibits to the SEC Reports. (b) complied The consolidated balance sheets of Xpedior as of December 31, 1999, 1998 and 1997 and the related consolidated statements of operations, shareholders' equity and cash flows for the years ended December 31, 1999 and 1998 and the period from March 27, 1997 through December 31, 1997 (including the related notes and schedules thereto) contained in Xpedior's Form 10-K for the year ended December 31, 1999 (the "Annual Financial Statements") present fairly, in all material respects with the applicable requirements of the Exchange Act and the Securities Actrespects, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations operations, retained earnings and cash flows (and changes in financial position, if any) of the Parent Xpedior and its consolidated Subsidiaries as at of the dates thereof or for the periods presented therein in conformity with United States generally accepted accounting principles (subject"GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein, including in the related notes. (c) The consolidated balance sheets and the related statements of operations and cash flows (including, in each case, the case of unaudited related notes thereto) contained in Xpedior's Form 10-Q for the quarterly periods ended June 30, 2000 and March 31, 2000 (the "Quarterly Financial Statements" and, together with the Annual Financial Statements, the "Financial Statements") have been prepared in accordance with the requirements for interim financial statementsstatements contained in Regulation S-X, which do not require all the information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with GAAP. The Quarterly Financial Statements reflect all adjustments necessary to normal year end adjustmentspresent fairly in accordance with GAAP (except as indicated), in all material respects, the consolidated financial position, results of operations and cash flows of Xpedior and its consolidated Subsidiaries for all periods presented therein. (d) Except as described in the SEC Reports or as set forth on the Xpedior Disclosure Schedule, the adoption of SEC Staff Accounting Bulletin No. 101 (Revenue Recognition in Financial Statements) effective January 1, 2000 has not adversely impacted, and will not adversely impact, in any material respect, the amount or timing of revenue recognition by Xpedior or any of its Subsidiaries as compared to their prior revenue recognition practices. (e) Except for those liabilities that are fully reflected or reserved against on the Financial Statements or as set forth on the Xpedior Disclosure Schedule, neither Xpedior nor any of its Subsidiaries has outstanding any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) which would be required to be reflected on a balance sheet or in the notes thereto prepared in accordance with GAAP, except for liabilities and obligations which have been incurred since June 30, 2000 in the ordinary course of business which are not material in nature or amount.

Reports and Financial Statements. The Parent Buyer has filed with the SEC, and has heretofore previously furnished or made available to the Company true complete and complete copies ofaccurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K and Proxy Statement for the fiscal year ended December 31, 1999, as filed with the Securities and Exchange Commission (the "SEC") and (b) all formsother reports filed by Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since December 31, reports, schedules, statements and other 1999 (such reports are collectively referred to herein as the "BUYER REPORTS"). The Buyer Reports constitute all of the documents required to be filed by it and its Subsidiaries since Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from December 31, 1993 under 1999 through the date of this Agreement. The Buyer Reports complied in all material respects with the requirements of the Exchange Act or and the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Parent SEC Documents")rules and regulations thereunder when filed. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. The audited financial statements set forth in the Registration Statement on Form S-1 filed with the SEC on January 5, 2000 (bthe "REGISTRATION STATEMENT") (i) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto when filed, have been (ii) were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved covered thereby (except as may be indicated therein or in the notes thereto, and in the case of interim financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position and the consolidated condition, results of operations and cash flows (and changes in financial position, if any) of Buyer as of the Parent and its consolidated Subsidiaries as at the respective dates thereof or and for the periods presented therein referred to therein, and (subject, in iv) are consistent with the case books and records of unaudited interim financial statements, to normal year end adjustments)Buyer.

Reports and Financial Statements. The Parent Buyer has filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements forms, statement and other documents (including exhibits and other information incorporated herein) with the SEC required to be filed by it and its Subsidiaries the Buyer since December 31January 1, 1993 under the Exchange Act or the Securities Act 1999 (as such documents have been amended since together with any documents filed during such period by the time of their filing, collectivelyBuyer with the SEC on a voluntary basis on Current Reports on Form 8-K, the "Parent Buyer SEC DocumentsReports"). As of their respective dates ordates, if amended, the Buyer SEC Reports (i) complied as to form in all material respects with the applicable requirements of the date of Securities Act and the last such amendment, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein Securities Exchange Act and (aii) 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 light of the circumstances under which they were made, not misleading and misleading; provided, that the foregoing clause (bii) complied in all material respects with shall not apply to the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent Buyer SEC Documents have been prepared from, Reports (which are covered by the following sentence). The audited consolidated financial statements and are unaudited consolidated interim financial statements included in accordance with, the books Buyer SEC Reports (including any related notes and records of the Parent and/or its consolidated Subsidiaries, comply schedules) fairly present in all material respects with applicable accounting requirements and with the published rules and regulations financial position of the SEC with respect theretoBuyer and its consolidated Subsidiaries as of the dates thereof and the results of their operations and their cash flows for the periods then ended (subject, have been prepared where appropriate, to normal year-end adjustments), in each case in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated otherwise disclosed in the notes thereto) thereto and fairly present in except that the unaudited financial statements therein do not contain all of the footnote disclosures required by GAAP). Since January 1, 1999, the Buyer has timely filed all material respects reports, registration statements and other filings required to be filed by it with the consolidated financial position SEC under the rules and the consolidated results of operations and cash flows (and changes in financial position, if any) regulations of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)SEC.

Reports and Financial Statements. The Parent has filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements and other documents filings required to be filed made by it Parent and its Subsidiaries subsidiaries since December 31January 1, 1993 under the Securities Act, the Exchange Act Act, the 1935 Act, and applicable state public utility laws and regulations have been filed with the SEC or the Securities Act appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to Patriot Co. a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC since January 1, 1993 (as such documents have been amended since the time of their filing, collectivelyfiling been amended, the "Parent SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Documents have been prepared from, and are in accordance withReports (collectively, the books and records of the "Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, Financial Statements") have been prepared in accordance with GAAP 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 in all material respects the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subjectthen ended. True, accurate and complete copies of the declaration of trust and by-laws of Parent as in effect on the case of unaudited interim financial statementsdate hereof, have been made available to normal year end adjustments).Patriot Co.

Reports and Financial Statements. (a) The Parent Company has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2003 (the “Company SEC Documents”), each of which, in each case as of its date, or, if amended, as finally amended prior to the date of this Agreement, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, as of the date filed with the SEC, and has heretofore made available to none of the Company true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since December 31, 1993 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Parent SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Documents. (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The consolidated financial statements (including all related notes and schedules) of the Company included in the Parent Company SEC Documents have been prepared from(if amended, and are in accordance with, the books and records as of the Parent and/or its consolidated Subsidiaries, date of the last such amendment filed prior to the date hereof) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared fairly present in accordance all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments).

Reports and Financial Statements. The Parent MacroPore has previously furnished or made available to StemSource complete and accurate copies, as amended or supplemented, of its (a) Form 10-Q for the period ended June, 2002 as filed with the Securities and Exchange Commission ("SEC") and (b) all other reports filed by MacroPore under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since January, and has heretofore made available 2001 (such reports are collectively referred to herein as the Company true and complete copies of, "MacroPore Reports"). The MacroPore Reports constitute all forms, reports, schedules, statements and other of the documents required to be filed by it and its Subsidiaries since December 31, 1993 MacroPore under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act or with the Securities Act (as such documents SEC from January, 2001 through the date of this Agreement. The MacroPore Reports have been amended since duly and timely filed, were in compliance in all material respects with the time requirements of their filingthe Exchange Act and the rules and regulations thereunder when filed, collectively, and were complete and correct in all material respects as of the "Parent SEC Documents")dates at which the information therein was furnished. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) MacroPore 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 light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the consolidated The audited financial statements and unaudited interim financial statements of MacroPore included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply MacroPore Reports (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto when filed, have been (ii) were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved 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 in all material respects the consolidated financial position and the consolidated condition, results of operations and cash flows of MacroPore as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and changes records of MacroPore. Since the date of the filing with the SEC of MacroPore's most recent Form 10-Q, there has been no material adverse change in the financial positioncondition or results operations of MacroPore that has resulted in a material adverse change in the businesses, if anyassets, properties, operations or condition (financial or otherwise) of MacroPore. MacroPore has delivered all audit committee reports, meeting notes and other audit-committee documents to StemSource and to the Knowledge of MacroPore, there are no restatements of MacroPore's financial statements currently contemplated as discussed with MacroPore's Audit Committee. To the Knowledge of MacroPore, all reports required to be filed by stockholders, officers and directors of MacroPore pursuant to Section 16(a) of the Parent Exchange Act have been timely filed, except that Form 5's representing the following option grants have not yet been filed as required: (1) ▇▇▇▇▇▇ ▇. Cornwall (50,000 stock options); (2) ▇▇▇▇▇▇ ▇. Shulzki (100,000 stock options); and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein ▇▇▇▇▇ ▇▇▇▇▇▇ (subject, in the case of unaudited interim financial statements, to normal year end adjustments35,000 stock options).

Reports and Financial Statements. The (a) Parent and each of its Subsidiaries has filed with the SEC, and has heretofore made available to the Company true and complete copies of, or furnished all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it and its Subsidiaries with the SEC since December 31July 12, 1993 under the Exchange Act or the Securities Act 2012 (as all such documents have been amended since the time and reports filed or furnished by a Parent Entity or any of their filing, collectivelyits Subsidiaries, the "Parent SEC DocumentsDocuments "). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC DocumentsDocuments complied in all material respects with the requirements of the Securities Act, includingthe Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without limitationas the case may be, any financial statements or schedules included therein (a) did not contain and the applicable rules and regulations promulgated thereunder, and none of the Parent 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 light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Actmisleading, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included except that information set forth in the Parent SEC Documents have been prepared from, as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and are schedules) of each Parent Entity included in accordance with, the books applicable Parent SEC Documents (the "Parent Financial Statements") (i) fairly present in all material respects the consolidated financial position of such Parent Entity and records of the Parent and/or its consolidated Subsidiaries, comply as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended, (ii) were prepared in all material respects conformity with applicable accounting requirements and with GAAP (except, in the published rules and regulations case of the SEC with respect theretounaudited statements, have been prepared in accordance with GAAP subject to normal year-end audit adjustments and the absence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) and fairly present comply in all material respects with the consolidated financial position applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the consolidated results of operations and cash flows Securities Act. (and changes in financial position, if anyc) As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent and its consolidated Subsidiaries as at relating to the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)Parent SEC Documents.

Reports and Financial Statements. The Parent Buyer has filed with the SEC, and has heretofore made available to the Company true Seller a copy of each report, schedule, registration statement and complete copies of, all forms, reports, schedules, statements and other documents required to be definitive proxy statement filed by it and its Subsidiaries Buyer with the SEC since December 31September 1, 1993 under the Exchange Act or the Securities Act 1998 (as such documents have been amended since the time of their filing, collectivelyfiling been amended, the "Parent Buyer SEC DocumentsReports")) which are all the documents (other than preliminary material) that Buyer was required to file with the SEC since such date. As of their respective dates ordates, if the Buyer SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations of the date SEC thereunder applicable to such Buyer SEC Reports. As of the last such amendmenttheir respective dates, the Parent Buyer SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 statement therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the The audited consolidated financial statements and unaudited interim financial statements of Buyer included in such reports (the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, "Buyer Financial Statements") have been prepared in accordance with GAAP 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 in all material respects the consolidated financial position of Buyer and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or position for the periods presented therein (of then ended, subject, in the case of the unaudited interim financial statements, to normal year year-end adjustments)and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. The Parent has filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements and other documents All reports required to be filed by it and its Subsidiaries Buyer (the "SEC REPORTS") with the SEC under the Exchange Act since December 31, 1993 under 1998 have been previously furnished or made available to Seller and Buyer shall promptly deliver to Seller any SEC Reports filed between the date hereof and the Closing Date. All of such SEC Reports complied at the time they were filed in all material respects with applicable requirements of the Securities Act and the Exchange Act or and the Securities Act (rules and regulations thereunder. None of such SEC Reports, as such documents have been amended since the time of their filing, collectively, the "Parent SEC Documents"). As of their respective dates (as amended through the date hereof), contained or, if amended, as of with respect to SEC Reports filed after the date of the last such amendmenthereof, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not shall contain any untrue statement of a material fact or omitted or, with respect to SEC Reports filed after the date hereof, shall omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the consolidated The audited financial statements of Buyer included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, Reports comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been and such audited financial statements (i) were prepared from the books and records of Buyer, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly present the financial position of Buyer as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SEC Reports comply in all material respects with the consolidated published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of Buyer, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of Buyer as of the dates thereof and the consolidated results of operations and cash flows (and or changes in financial position, if anycondition) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented then ended, subject to normal year-end adjustments and any other adjustments described therein (subject, or in the case of unaudited interim financial statements, notes or schedules thereto. The foregoing representations and warranties shall also be deemed to normal year end adjustments)be made with respect to all filings made with the SEC on or before the Closing Date.

Reports and Financial Statements. (a) The Parent Company has timely filed with the SEC, and has heretofore made available or furnished to the Company true and complete copies of, SEC all forms, reports, schedules, statements documents and other documents reports required to be filed with or furnished by it to the SEC on or after January 1, 2024 (all such forms, documents and its Subsidiaries since December 31, 1993 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectivelyreports, the "Parent “Company SEC Documents"”). As of their respective dates or, if amended, as of the date of the last such amendmentamendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Parent Company SEC DocumentsDocuments complied in all material respects with the applicable requirements of the Securities Act, including, without limitation, any financial statements or schedules included therein the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (athe “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) did not contain and 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 light of the circumstances under which they were made, not misleading and misleading. None of the Company’s Subsidiaries is, or at any time since January 1, 2024 has been, required to file any forms, reports or other documents with the SEC. (b) complied The consolidated financial statements (including all related notes and schedules) of the Company included in or incorporated by reference into the Company SEC Documents (i) fairly present in all material respects with the applicable requirements consolidated financial position of the Exchange Act Company and its consolidated Subsidiaries as of the Securities Act, as the case may berespective dates thereof, and the applicable rules consolidated results of their operations and regulations of their consolidated cash flows for the SEC thereunder. Each of the consolidated financial statements included respective periods then ended (subject, in the Parent SEC Documents have been case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto), (ii) were prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects in conformity with applicable U.S. generally accepted accounting requirements and with principles (“GAAP”) (except, in the published rules and regulations case of the SEC with respect theretounaudited statements, have been prepared in accordance with GAAP as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) and fairly present comply in all material respects with the applicable accounting requirements under the Securities Act, the Exchange Act and the applicable rules and regulations of the SEC. None of the Company or its Subsidiaries is a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any structured finance, special purpose or limited purpose entity or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) not otherwise disclosed in its consolidated financial position and statements included in the consolidated results Company SEC Documents where the purpose or intended effect of operations and cash flows (and changes such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in financial position, if any) any of the Parent Company’s consolidated financial statements. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and its consolidated Subsidiaries as at there are no inquiries or investigations by the dates thereof SEC or for the periods presented therein (subjectany internal investigations pending or threatened, in each case regarding any accounting practices of the case of unaudited interim financial statements, to normal year end adjustments)Company.

Reports and Financial Statements. The Parent Buyer has filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements forms, statement and other documents (including exhibits and other information incorporated herein) with the SEC required to be filed by it and its Subsidiaries the Buyer since December 31January 1, 1993 under the Exchange Act or the Securities Act 1999 (as such documents have been amended since together with any documents filed during such period by the time of their filing, collectivelyBuyer with the SEC on a voluntary basis on Current Reports on Form 8-K, the "Parent BUYER SEC DocumentsREPORTS"). As of their respective dates ordates, if amended, the Buyer SEC Reports (i) complied as to form in all material respects with the applicable requirements of the date of Securities Act and the last such amendment, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein Securities Exchange Act and (aii) 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 light of the circumstances under which they were made, not misleading and misleading; provided, that the foregoing clause (bii) complied in all material respects with shall not apply to the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent Buyer SEC Documents have been prepared from, Reports (which are covered by the following sentence). The audited consolidated financial statements and are unaudited consolidated interim financial statements included in accordance with, the books Buyer SEC Reports (including any related notes and records of the Parent and/or its consolidated Subsidiaries, comply schedules) fairly present in all material respects with applicable accounting requirements and with the published rules and regulations financial position of the SEC with respect theretoBuyer and its consolidated Subsidiaries as of the dates thereof and the results of their operations and their cash flows for the periods then ended (subject, have been prepared where appropriate, to normal year-end adjustments), in each case in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated otherwise disclosed in the notes thereto) thereto and fairly present in except that the unaudited financial statements therein do not contain all of the footnote disclosures required by GAAP). Since January 1, 1999, the Buyer has timely filed all material respects reports, registration statements and other filings required to be filed by it with the consolidated financial position SEC under the rules and the consolidated results of operations and cash flows (and changes in financial position, if any) regulations of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)SEC.

Reports and Financial Statements. The Parent Since January 1, 1998, Katy has timely filed all reports, registration statements and other filings, together with any amendments required to be made with respect thereto, that it has been required to file with the SEC under the Securities Act and the Exchange Act. All such reports, registration statements and other filings (including all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Katy with the SEC, and has heretofore made available together with any amendments thereto, are collectively referred to as the Company true and complete copies of"Katy SEC Reports". As of the respective dates of their filing (and, all forms, reports, schedules, in the case of registration statements and other documents required to be filed by it proxy statements, on the dates of effectiveness and its Subsidiaries since December 31the dates of mailing, 1993 under respectively) with the SEC, the Katy SEC Reports complied in all material respects with the Securities Act, the Exchange Act or and the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Parent SEC Documents"). As of their respective dates or, if amended, as rules and regulations of the date of the last such amendmentSEC thereunder, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 in order to make the statements made therein, in light of the circumstances under which they were made, not misleading misleading. Each of the consolidated financial statements (including any related notes or schedules) included in the Katy SEC Reports was prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto) and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the SEC, and such consolidated financial statements included in the Parent SEC Documents have been prepared frompresent fairly, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Katy Group as of the dates thereof and the consolidated results of operations and operations, cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or shareholders' equity for the periods presented therein then ended (subject, in the case of the unaudited interim financial statements, to normal year year-end adjustmentsaudit adjustments on a basis consistent with past periods).

Reports and Financial Statements. The Parent Buyer has filed with the SEC, and has heretofore previously furnished or made available to the Company true complete and complete copies ofaccurate copies, as amended or supplemented, of (a) the Buyer's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, as filed with SEC, and (b) all formsother reports filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Securities Exchange Act of 1934, reportsas amended (the "Exchange Act") with the SEC since January 1, schedules2001 (collectively, statements and other the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be filed by it and its Subsidiaries since December 31, 1993 the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act or with the Securities SEC from January 1, 2001 through the date of this Agreement. The Buyer Reports complied in all material respects with the requirements of the Exchange Act (as such documents have been amended since and the time of their filing, collectively, the "Parent SEC Documents")rules and regulations thereunder when filed. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements misleading. As of the date of this Agreement, the Buyer is not obligated under the Exchange Act and the Securities Act, as or the case may be, and the applicable rules and regulations thereunder, to amend or supplement any of the SEC thereunderBuyer Reports. Each The audited financial statements and unaudited interim financial statements of the consolidated financial statements Buyer included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto when filed, have been (ii) were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved 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 and the consolidated condition, results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries Buyer as at of the respective dates thereof or and for the periods presented therein (subject, in referred to therein. The Buyer is eligible to use SEC Form S-3 for the case registration of unaudited interim financial statements, to normal year end adjustments)any Earn-out Shares.

Reports and Financial Statements. The Parent Buyer has filed with the SEC, and has heretofore previously furnished or made available to CMGI and Adsmart complete and accurate copies, as amended or supplemented, and all reports filed by the Company true and complete copies ofBuyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the Securities Exchange Commission (collectively, the "Buyer Reports"). The Buyer Reports constitute all forms, reports, schedules, statements and other of the documents required to be filed by it and its Subsidiaries since December 31, 1993 the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act or with the Securities SEC through the date of this Agreement. The Buyer Reports complied as to form in all material respects with the requirements of the Exchange Act (as such documents have been amended since and the time of their filing, collectively, the "Parent SEC Documents")rules and regulations thereunder when filed. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The audited financial statements (if any) and (b) complied in all material respects with the applicable requirements unaudited interim financial statements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements Buyer included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto when filed, have been (ii) were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved 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 in all material respects the consolidated financial position and the consolidated condition, results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries Buyer as at of the respective dates thereof or and for the periods presented therein referred to therein, and (subject, in iv) are consistent with the case books and records of unaudited interim financial statements, to normal year end adjustments)the Buyer.

Reports and Financial Statements. (a) The Parent Company has filed with the SECor furnished, and has heretofore made available to the Company true and complete copies ofon a timely basis, all forms, reports, documents and reports (including all related notes and schedules, statements and other documents ) required to be filed or furnished prior to the date hereof by it and its Subsidiaries since December 31, 1993 under the Exchange Act or with the Securities Act and Exchange Commission (as such documents have been amended the “SEC”) since January 1, 2007 (the time of their filing, collectively, the "Parent “Company SEC Documents"”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Parent Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and in each case, the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents, includingas of their respective dates, without limitationor, any financial statements or schedules included therein (a) did not contain if amended, as of the date of the last such amendment, 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 light of the circumstances under which they were made, not misleading and misleading. None of the Company’s Subsidiaries are SEC registrants. (b) The consolidated financial statements (including all related notes and schedules) of the Company included or incorporated by reference in the Company SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with GAAP applicable generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and 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 (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the respective periods presented therein then ended (subject, in the case of the unaudited interim financial statements, to normal year year-end adjustmentsaudit adjustments and to any other adjustments described therein including the notes thereto). (c) The Company has made available to Parent all comment letters received by the Company from the SEC or the staff thereof since January 1, 2007 and all responses to such comment letters filed by or on behalf of the Company.

Reports and Financial Statements. The Parent has filed with the SEC, and has heretofore delivered or made available to the Company and the Company Stockholders true and complete copies of: (i) the Annual Report on Form 10-K for the fiscal year ended January 1, all forms2000; (ii) the Quarterly Report on Form 10-Q for the quarter ended April 1, reports, schedules, statements 2000; and other documents required (iii) the Proxy Statement for the Annual Meeting of Stockholders to be filed by it and its Subsidiaries since December 31held on July 25, 1993 under 2000. NY/286183.2 (i) complied as to form in all material respect with the applicable requirements of the Securities Act, the Exchange Act or Act, and the Securities Act rules and regulations promulgated thereunder and (as such documents have been amended since the time of their filing, collectively, the "Parent SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (aii) 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 light of the circumstances under which they were made, not misleading and misleading; provided, that the foregoing clause (bii) complied in all material respects with shall not apply to the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, Reports (which are covered by the following sentence). The audited consolidated financial statements and are unaudited consolidated interim financial statements included in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply SEC Reports (including any related notes and schedules) fairly present in all material respects with applicable accounting requirements the financial position of Parent and with the published rules and regulations its consolidated Subsidiaries as of the SEC with respect theretodates thereof and the results of their operations and their cash flows for the periods or as of the dates then ended (subject, have been prepared where appropriate, to normal year-end adjustments), in each case in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated otherwise disclosed in the notes thereto) thereto and fairly present in except that the unaudited financial statements therein do not contain all of the footnote disclosures required by GAAP). Since December 31, 1998 , Parent has timely filed all material respects reports, registration statements and other filings required to be filed by it with the consolidated financial position SEC under the rules and the consolidated results of operations and cash flows (and changes in financial position, if any) regulations of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)SEC.

Reports and Financial Statements. The Parent (a) Apple has filed with the SEC, and has heretofore made available to the Company true and complete copies of, SEC all material forms, reportsstatements, schedulesreports and documents (including all exhibits, statements post-effective amendments and other documents supplements) required to be filed by it under the Securities Act, the Exchange Act and its Subsidiaries 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. Apple has previously delivered or made available to OCA copies (including all exhibits, post-effective amendments and supplements) of all reports, including quarterly reports, and registration statements filed by Apple with the SEC since December 31, 1993 under the Exchange Act or the Securities Act 1998 (as such documents have been amended since the time of their filing, collectively, the "Parent Apple SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent Apple SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 and misleading, except as could reasonably be expected to not have a Material Adverse Effect. (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The audited consolidated financial statements and unaudited interim consolidated financial statements of Apple included in the Parent SEC Documents have been prepared from, and are in accordance withsuch reports (collectively, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been "Financial Statements") were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent Apple and its consolidated Subsidiaries subsidiaries (including the Canadian Sellers) as at of the dates thereof or and the results of their operations and their cash flows for the periods presented therein (then ended, subject, in the case of the unaudited interim financial statements, to normal year year-end adjustments)and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. The filings required to be made by Parent has and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Power Act and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, exhibits and amendments appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has heretofore made available to the Company a true and complete copies ofcopy of each report, all formsschedule, reports, schedules, statements registration statement and other documents required to be definitive proxy statement filed by it and Parent or its Subsidiaries predecessor with the SEC since December 31January 1, 1993 under the Exchange Act or the Securities Act 1996 (as such documents have been amended since the time of their filingfiling been amended, collectively, the "Parent SEC DocumentsReports"). As of their respective dates ordates, if amended, as of the date of the last such amendment, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Documents have been prepared from, and are in accordance withReports (collectively, the books and records of the "Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, Financial Statements") have been prepared in accordance with GAAP 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 in all material respects the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subjectthen ended. A true and complete copy of the Declaration of Trust, as in effect on the case of unaudited interim financial statementsdate hereof, has been made available to normal year end adjustments)the Company.

Reports and Financial Statements. The filings required to be made by Parent has and its Subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the California Public Utilities Act, the Power Act, the Gas Act, the NGPA or the 1935 Act have been filed with the SEC, the California Public Utilities Commission ("CPUC") 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 Parent has heretofore complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has made available to the Company a true and complete copies ofcopy of each report, all formsschedule, reports, schedules, statements registration statement and other documents required to be definitive proxy statement filed by it and Parent (or its Subsidiaries predecessors) with the SEC since December 31January 1, 1993 under the Exchange Act or the Securities Act 1996 (as such documents have been amended since the time of their filing, collectivelyfiling been amended, the "Parent SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC DocumentsReports (i) complied, includingor with respect to those not yet filed, without limitation, any financial statements or schedules included therein will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act and (aii) 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Documents have been prepared from, and are in accordance withReports (collectively, the books and records of the "Parent and/or its consolidated SubsidiariesFinancial Statements") have been, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or with respect theretoto those not yet filed, have been will be prepared in accordance with GAAP 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, or with respect to those not yet filed, will present in all material respects the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (then ended, subject, in the case of the unaudited interim financial statements, to normal year end normal, recurring audit adjustments). Notwithstanding the foregoing, no representation or warranty is being made in this Section 3.5 with respect to information furnished in writing by the Company specifically for inclusion in any Parent SEC Report filed after the date hereof or with respect to any Company SEC Report incorporated therein by reference.

Reports and Financial Statements. The Parent has and its Subsidiaries have filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements forms, statements, declarations, applications and other documents required to be filed by it and its Subsidiaries them with the SEC since December 31January 1, 1993 under the Exchange Act or the Securities Act 1999 (as such documents have been amended since the time of their filingcollectively, collectivelyincluding all exhibits thereto, the "Parent SEC DocumentsReports"). As None of the Parent SEC Reports, as of their respective dates or(and, if amended, as of amended or superseded by a filing prior to the date of this Agreement or the last Closing Date, then on the date of such amendmentfiling), the Parent SEC Documents, including, without limitation, any financial statements contained or schedules included therein (a) did not will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. Each of the financial statements of Parent (including the related notes) included in the Parent SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Parent and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments that have not been and are not expected to be material in amount. All of such Parent SEC Reports, as of their respective dates (b) and as of the date of any amendment to the respective Parent SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Securities Act, as the case may be, 1935 Act and the applicable rules and regulations of the SEC promulgated thereunder. Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments).

Reports and Financial Statements. The Parent Buyer has filed with the SEC, and has heretofore previously -------------------------------- furnished or made available to CMGI and Adsmart complete and accurate copies, as amended or supplemented, and all reports filed by the Company true and complete copies ofBuyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the Securities Exchange Commission (collectively, the "Buyer Reports"). The Buyer Reports constitute all forms, reports, schedules, statements and other of the documents required to be filed by it and its Subsidiaries since December 31, 1993 the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act or with the Securities SEC through the date of this Agreement. The Buyer Reports complied as to form in all material respects with the requirements of the Exchange Act (as such documents have been amended since and the time of their filing, collectively, the "Parent SEC Documents")rules and regulations thereunder when filed. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The audited financial statements (if any) and (b) complied in all material respects with the applicable requirements unaudited interim financial statements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements Buyer included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto when filed, have been (ii) were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved 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 in all material respects the consolidated financial position and the consolidated condition, results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries Buyer as at of the respective dates thereof or and for the periods presented therein referred to therein, and (subject, in iv) are consistent with the case books and records of unaudited interim financial statements, to normal year end adjustments)the Buyer.

Reports and Financial Statements. The (a) Parent has and each of its Subsidiaries have timely filed with the SEC, and has heretofore made available to the Company true and complete copies of, or furnished all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it and its Subsidiaries them with the SEC since December 31August 8, 1993 under the Exchange Act or the Securities Act 2013 (as all such documents have been amended since the time and reports filed or furnished by Parent or any of their filing, collectivelyits Subsidiaries, the "“Parent SEC Documents"”). As of their respective dates or, if amended, as of the date of the last such amendmentamendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), (i) the Parent SEC DocumentsDocuments complied in all material respects with the requirements of the Securities Act, includingthe Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without limitationas amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), any financial statements or schedules included therein in effect as of the time of filing with the SEC, as the case may be, and the applicable rules and regulations promulgated thereunder, and (aii) did not contain none of the Parent 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 light of the circumstances under which they were made, not misleading and misleading. (b) complied The consolidated financial statements (including all related notes and schedules) of Parent included in or incorporated by reference into the Parent SEC Documents (the “Parent Financial Statements”) (i) fairly present in all material respects with the applicable requirements consolidated financial position of the Exchange Act Parent and the Securities Actits consolidated Subsidiaries, as at the case may berespective dates thereof, and the applicable rules consolidated results of their operations and regulations their consolidated cash flows for the respective periods set forth therein, (ii) were prepared in conformity with GAAP (except, in the case of the SEC thereunder. Each unaudited statements, subject to normal year-end audit adjustments and the absence of footnote disclosure) applied on a consistent basis during the consolidated financial statements included periods involved (except as may be indicated therein or in the Parent SEC Documents notes thereto) and (iii) have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)subsidiaries.

Reports and Financial Statements. The (a) Through the date of this Agreement, Parent has filed with the SEC, and has heretofore made available to the Company true and complete copies of, or furnished all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished by it and its Subsidiaries since December 31, 1993 under with the Exchange Act or SEC (the Securities Act (as such documents have been amended since the time of their filing, collectively, the "“Parent SEC Documents"”). None of Parent’s Subsidiaries is required to make any filings with the SEC. As of their respective dates dates, or, if amendedamended prior to the date hereof, as of the date of the last such amendment, the Parent SEC DocumentsDocuments complied in all material respects with the requirements of the Securities Act and the Exchange Act, includingas the case may be, without limitationand the applicable rules and regulations promulgated thereunder, any financial statements or schedules included therein (a) did not contain and none of the Parent 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 light of the circumstances under which they were made, not misleading and misleading. (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents (i) have been prepared from, and are in accordance with, based upon the books and records of the of, Parent and/or and its consolidated Subsidiaries, comply subsidiaries and (ii) fairly present in all material respects with applicable accounting requirements the consolidated financial position of Parent and with its consolidated subsidiaries, as at the published rules respective dates thereof, and regulations the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the SEC with respect unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto, have been prepared ) in accordance conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) and fairly present in all material respects To the consolidated financial position and the consolidated results knowledge of operations and cash flows (and changes in financial positionParent, if any) as of the Parent and its consolidated Subsidiaries as at the dates thereof date of this Agreement, there are no SEC inquiries or for the periods presented therein (subjectinvestigations, other governmental inquiries or investigations or internal investigations pending or threatened, in the each case regarding any accounting practices of unaudited interim financial statements, to normal year end adjustments)Parent.

Reports and Financial Statements. (a) The Parent Company has filed with the SEC, and has heretofore made available delivered to the Company true and complete copies ofPurchaser prior to the execution of this Agreement a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, the Company’s Quarterly Reports on Form 10-Q that have been filed for all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries quarters ended since December 31, 1993 under 2003, all of the Exchange Act or Company’s proxy materials filed since its 2003 Annual Meeting of Stockholders (including the Securities Act Proxy Materials) and all Current Reports on Form 8-K filed since December 31, 2003 (as such documents have been amended since the time of their filingfiling been amended or supplemented) together with all reports, documents and information filed on or after the date first written above through the Closing Date with the SEC, including all information incorporated therein by reference (collectively, the "Parent “SEC Documents"Reports”). As of their respective dates or, if amended, The SEC Reports (i) complied and will comply as to form with the requirements of the date of Securities Act and the last such amendmentExchange Act, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein and (aii) 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 light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto), if any, included in the SEC Reports (the “Financial Statements”) complied and will comply, in all material respects respects, as to form with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable SEC’s rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of the unaudited interim financial statements, to normal year normal, recurring year-end adjustmentsaudit adjustments not material and to the absence of footnotes) the financial position and shareholders’ equity of the Company as of the respective dates thereof and the consolidated earnings and cash flows for the respective periods then ended. The Financial Statements reflect all liabilities or obligations of the Company of any kind or matter (whether direct, accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when or by whom asserted) for the periods covered thereby. (b) The Company has a duly constituted audit committee of its Board of Directors (the “Audit Committee”), all of whose members are “independent” as defined in Rule 4200(a)(14) of the National Association of Securities Dealers, Inc. and such committee has operated in accordance with applicable law and regulations. 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 SEC’s rules and regulations and the applicable rules of any securities exchange or automated quotation system or market on which the Company’s securities are or have been traded or listed. 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. The (a) Parent and each of its Subsidiaries has filed with the SEC, and has heretofore made available to the Company true and complete copies of, or furnished all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it and its Subsidiaries with the SEC since December 31July 12, 1993 under the Exchange Act or the Securities Act 2012 (as all such documents have been amended since the time and reports filed or furnished by a Parent Entity or any of their filing, collectivelyits Subsidiaries, the "Parent SEC DocumentsDocuments "). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC DocumentsDocuments complied in all material respects with the requirements of the Securities Act, includingthe Exchange Act and the Sa▇▇▇▇▇▇-▇▇▇▇▇ ▇ct, without limitationas the case may be, any financial statements or schedules included therein (a) did not contain and the applicable rules and regulations promulgated thereunder, and none of the Parent 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 light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Actmisleading, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included except that information set forth in the Parent SEC Documents have been prepared from, as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and are schedules) of each Parent Entity included in accordance with, the books applicable Parent SEC Documents (the "Parent Financial Statements") (i) fairly present in all material respects the consolidated financial position of such Parent Entity and records of the Parent and/or its consolidated Subsidiaries, comply as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended, (ii) were prepared in all material respects conformity with applicable accounting requirements and with GAAP (except, in the published rules and regulations case of the SEC with respect theretounaudited statements, have been prepared in accordance with GAAP subject to normal year-end audit adjustments and the absence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) and fairly present comply in all material respects with the consolidated financial position applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the consolidated results of operations and cash flows Securities Act. (and changes in financial position, if anyc) As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent and its consolidated Subsidiaries as at relating to the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)Parent SEC Documents.

Reports and Financial Statements. The Parent Buyer has filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, forms, statements and other documents (including exhibits and other information incorporated herein) with the SEC required to be filed by it and its Subsidiaries the Buyer since December 31January 1, 1993 under the Exchange Act or the Securities Act 2003 (as such documents have been amended since together with any documents filed during such period by the time of their filing, collectivelyBuyer with the SEC on a voluntary basis on Current Reports on Form 8-K, the "Parent “Buyer SEC Documents"Reports”). As of their respective dates ordates, if amended, the Buyer SEC Reports (i) complied as to form in all material respects with the applicable requirements of the date of Securities Act and the last such amendment, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein Securities Exchange Act and (aii) 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 light of the circumstances under which they were made, not misleading and misleading; provided, that the foregoing clause (bii) complied in all material respects with shall not apply to the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent Buyer SEC Documents have been prepared from, Reports (which are covered by the following sentence). The audited consolidated financial statements and are unaudited consolidated interim financial statements included in accordance with, the books Buyer SEC Reports (including any related notes and records of the Parent and/or its consolidated Subsidiaries, comply schedules) fairly present in all material respects with applicable accounting requirements and with the published rules and regulations financial position of the SEC with respect theretoBuyer and its consolidated Subsidiaries as of the dates thereof and the results of their operations and their cash flows for the periods then ended (subject, have been prepared where appropriate, to normal year-end adjustments), in each case in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated otherwise disclosed in the notes thereto) thereto and fairly present in except that the unaudited financial statements therein do not contain all of the footnote disclosures required by GAAP). Since June 30, 2005, the Buyer has timely filed all material respects reports, registration statements and other filings required to be filed by it with the consolidated financial position SEC under the rules and the consolidated results of operations and cash flows (and changes in financial position, if any) regulations of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)SEC.

Reports and Financial Statements. The Parent Buyer has filed with the SEC, and has heretofore previously furnished or made available to the Company true complete and complete copies ofaccurate copies, as amended or supplemented, of all formsreports filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the Securities and Exchange Commission (the "SEC"), reportssince June 1, schedules, statements and other 2000 (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be filed by it and its Subsidiaries since the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from June 1, 2000 through the date of this Agreement. The Buyer will deliver to the Company a copy of the Buyer's Annual Report on Form 10-K for the year ended December 31, 1993 under 2000 (the "Buyer's 2000 10-K"), promptly after such report is filed. The Buyer Reports complied in all material respects with the requirements of the Exchange Act or and the Securities rules and regulations thereunder when filed, and when filed the Buyer's 2000 10-K will comply in all material respects with the requirements of the Exchange Act (as such documents have been amended since and the time of their filing, collectively, the "Parent SEC Documents")rules and regulations thereunder. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) Buyer Reports did not contain contain, and when filed the Buyer's 2000 10-K will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements misleading. The unaudited interim financial statements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements Buyer included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations, and cash flows of the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of the Buyer. When filed, the audited financial statements of the Buyer to be included in the Buyer's 2000 10-K (i) will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto when filed, (ii) will have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved covered thereby (except as may be indicated therein or in the notes thereto), (iii) and will fairly present in all material respects the consolidated financial position and the consolidated condition, results of operations operations, and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries Buyer as at of the respective dates thereof or and for the periods presented therein referred to therein, and (subject, in iv) will be consistent with the case books and records of unaudited interim financial statements, to normal year end adjustments)the Buyer.

Reports and Financial Statements. The Since December 7, 1998, Parent has filed on a timely basis with the Securities and Exchange Commission (the "SEC, and has heretofore made available to the Company true and complete copies of, ") all forms, reportsstatements, schedulesreports and documents (including all exhibits, statements amendments and other documents supplements thereto) required to be filed by it and its Subsidiaries since December 31, 1993 under the Exchange Act or each of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as such documents have been amended since (the time "Exchange Act") and the respective rules and regulations thereunder, all of their filingwhich, as amended if applicable (collectively, the "Parent SEC DocumentsReports"), and has complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent is not subject to any Liability (as defined in Section 4.6) for its failure to comply prior to December 7, 1998 with the filings described in the preceding sentence. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC DocumentsReports did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, includingin light of the circumstances under which they were made, without limitation, any not misleading. The audited financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements") were prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or schedules included therein (ain the notes thereto) did not and fairly presented the financial position of Parent as of the dates thereof and the results of 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 and audit adjustments and any other adjustments described therein. None of the information that will be supplied by Parent for inclusion in the documentation contemplated by Sections 7.2 and 7.3 will 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 light of the circumstances under which they were are made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)misleading.

Reports and Financial Statements. The Parent (a) NetZero has filed the NetZero SEC Documents with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since December 31, 1993 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Parent SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentamendment filed prior to the date of this Agreement, the Parent NetZero SEC Documents, including, without limitation, including any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of NetZero's Subsidiaries is required to file any forms, and reports or other documents with the applicable rules and regulations of the SEC thereunder. SEC. (b) Each of the consolidated financial statements included in the Parent SEC Documents NetZero Financial Statements have been prepared from, and are in accordance with, the books and records of NetZero and the Parent and/or its consolidated NetZero Subsidiaries. The NetZero Financial Statements complied, comply in all material respects as of their respective dates, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, SEC. The NetZero Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim condensed consolidated financial statements, to normal year normal, recurring and immaterial year-end adjustments)adjustments and the absence of certain notes) and in all material respects fairly present (i) the consolidated financial position of NetZero and the NetZero Subsidiaries as of the dates thereof and (ii) the consolidated results of operations, changes in stockholders' equity and cash flows of NetZero and the NetZero Subsidiaries for the periods presented therein.

Reports and Financial Statements. The Parent has (i) None of the reports, schedules and forms filed by Airxcel with the Securities and Exchange Commission (the “SEC, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries ”) since December 31, 1993 under the Exchange Act or the Securities Act 2003 (as such documents have been amended since the time of their filing, collectively, the "Parent “Airxcel SEC Documents"Reports”). As , as of their respective dates or(and, if amendedamended or superseded by a filing prior to the date hereof, as of then on the date of the last such amendmentfiling), the Parent SEC Documents, including, without limitation, any financial statements contained or schedules included therein (a) did not will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. Each of the financial statements of Airxcel (including the related notes) included in the Airxcel SEC Reports and the Balance Sheet and the related statement of income and cash flow of Airxcel and its Subsidiaries for the period ended March 31, 2005 presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Airxcel and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments that have not been and are not expected to be material in amount, and has been prepared from, and is in accordance with, the Books and Records (b) which are correct and complete in all material respects). All of such Airxcel SEC Reports, as of their respective dates, complied as to form in all material respects with the applicable requirements of the Exchange Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder and the Securities ActExchange Act of 1934, as the case may beamended, and the applicable rules and regulations promulgated thereunder. Neither the Company nor any Subsidiary of the SEC thereunder. Each Company, other than Airxcel, is required to file any form, report or other document with the SEC. (ii) The Company does not prepare any consolidated balance sheet of the Company and its Subsidiaries (whether or not audited) or consolidated statements of operations, cash flows or stockholders’ equity of the Company and its Subsidiaries (whether or not audited), or any other consolidated financial statements included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries. The Company has provided Parent and/or with a true and correct copy of its unaudited non-consolidated Subsidiariescomputerized general ledger as of December 31, comply in all material respects with applicable accounting requirements 2003 and with 2004 (the published rules “Company Statement”). The Company Statement as of December 31, 2003 and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present 2004 accurately reflects in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) outstanding capitalization of the Parent Company and all outstanding assets and liabilities of the Company on a non-consolidated basis as of its consolidated Subsidiaries as at date, except for accrual of interest on the dates thereof or for Junior Subordinated Notes and accrual of dividends on the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)Company Preferred Stock.

Reports and Financial Statements. The Parent Other than as set -------------------------------- forth herein, from April 2002 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 has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since December 31, 1993 under the Exchange Act or the Securities Act Proxy Statements (as such documents have been amended since the time of their filing, collectively, collectively the "Parent SEC DocumentsBuyer's Reports"). Buyer has furnished or will furnish to Seller (and the Shareholders upon the request of Shareholders) copies of all Buyer's Reports filed with the SEC since April 2002. As of their respective dates or, if amended, as of (but taking into account any amendments filed prior to the date of the last such amendmentthis Agreement), the Parent SEC Documents, including, without limitation, any Buyer's Reports (other than the financial statements or schedules included therein (atherein) complied in all material respects with all the rules and regulations promulgated by the SEC 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the consolidated The financial statements of Buyer included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply Buyer's Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved presented (except except, as may be indicated noted therein, or, in the notes theretocase of unaudited statements, as permitted by Form 10-QSB of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end audit adjustments)) the financial position of Buyer and its consolidated subsidiaries as of the date thereof and the results of their operations and their cash flows for the periods then ended.

Reports and Financial Statements. The Parent has Complete and accurate copies, as amended or supplemented, of the Parent’s (a) Annual Report on Form 20-F for the fiscal year ended December 31, 2012, as filed with the Securities and Exchange Commission (the “SEC”), and has heretofore made (b) all other reports filed by the Parent under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since December 31, 2012 (such reports are collectively referred to herein as the “Parent Reports”) are available to on the Company true and complete copies of, web site maintained by the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. The Parent Reports constitute all forms, reports, schedules, statements and other of the documents required to be filed by it and its Subsidiaries since the Parent under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from December 31, 1993 under 2012 through the date of this Agreement. The Parent Reports complied in all material respects with the requirements of the Exchange Act or and the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Parent SEC Documents")rules and regulations thereunder when filed. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 light of the circumstances under which they were made, not misleading misleading. The audited financial statements and (b) complied in all material respects with the applicable requirements unaudited interim financial statements of the Exchange Act Parent and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements Buyer included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply Reports (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto when filed, have been (ii) were prepared in accordance with GAAP applied on a consistent basis during International Financial Reporting Standards as issued by the periods involved International Accounting Standards Board and in accordance with International Financial Reporting Standards as adopted by the European Union, (except as may be indicated in the notes theretoiii) and fairly present in all material respects the consolidated financial position and the consolidated condition, results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries the Buyer as at of the respective dates thereof or and for the periods presented therein referred to therein, and (subject, in iv) are consistent with the case books and records of unaudited interim financial statements, to normal year end adjustments)the Parent and the Buyer.

Reports and Financial Statements. The Parent has (a) ARC and its Subsidiaries have filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedulesdocuments, statements and other documents reports required to be filed prior to the date hereof by it them with the SEC since February 18, 2004 (the forms, documents, statements and its Subsidiaries reports filed with the SEC since December 31February 18, 1993 under 2004 and those filed with the Exchange Act or SEC subsequent to the Securities Act date hereto, if any, including any amendments thereto, (as such documents have been amended since the time of their filing, collectively, the "Parent “ARC SEC Documents"”). As of their respective dates dates, or, if amended, as of the date of the last such amendmentamendment prior to the date hereof, the Parent ARC SEC DocumentsDocuments complied, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light and each of the circumstances under which they were madeARC SEC Documents filed subsequent to the date hereto will comply, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Securities Act of 1933, as amended, and the Securities Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. None of the ARC SEC thereunder. Each Documents so filed or that will be filed subsequent to the date hereto contained or will contain, as the case may be, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to in order make the statements therein, in the light of the consolidated circumstances under which they were made, not misleading. (b) The financial statements (including all related notes and schedules) of ARC and its Subsidiaries (such financial statements being consolidated to the extent applicable) included in the Parent ARC SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply fairly present in all material respects with applicable accounting requirements the financial position of ARC and with its Subsidiaries, as at the published rules and regulations respective dates thereof (or, if amended, as of the SEC date of the last such amendment prior to the date hereof), and the results of their operations and their cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) in conformity with respect theretoUnited States generally accepted accounting principles (except, have been prepared in accordance with GAAP the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) All information on which the Prorations are based shall be accurate and fairly present complete in all material respects to the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) Knowledge of the Parent Sellers and its consolidated Subsidiaries as at shall include all current liabilities and items of prepaid income associated with the dates thereof or Business except for items excluded from the periods presented therein (subject, in calculation of the case of unaudited interim financial statements, Adjustment Amount pursuant to normal year end adjustments).Annex A.

Reports and Financial Statements. The Parent Preview has filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, required reports, schedules, forms, statements and other documents required to be filed by it and its Subsidiaries since December 31, 1993 under the Exchange Act or with the Securities Act and Exchange Commission (as such documents have been amended the "SEC") since the time of their filingNovember 19, 1997 (collectively, including all exhibits thereto, the "Parent PREVIEW SEC DocumentsREPORTS"). As No Subsidiary of Preview is required to file any form, report or other document with the SEC. None of the Preview SEC Reports, as of their respective dates or(and, if amended, as of amended or superseded by a filing prior to the date of this Agreement or the last Closing Date, then on the date of such amendmentfiling), the Parent SEC Documents, including, without limitation, any financial statements contained or schedules included therein (a) did not will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. Each of the financial statements of Preview and its Subsidiaries (bincluding the related notes) included in the Preview SEC Reports present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Preview and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with U.S. GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments and the absence of notes. All of such Preview SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Preview SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder. Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments).

Reports and Financial Statements. The (a) Parent has filed with the SECor furnished, and has heretofore made available to the Company true and complete copies ofon a timely basis, all forms, reports, documents and reports (including all related notes and schedules, statements and other documents ) required to be filed or furnished prior to the date hereof by it and its Subsidiaries with the SEC since December 31January 1, 1993 under 2007 (the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "“Parent SEC Documents"”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and in each case, the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents, includingas of their respective dates, without limitationor, any financial statements or schedules included therein (a) did not contain if amended, as of the date of the last such amendment, 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 light of the circumstances under which they were made, made not misleading and misleading. (b) The consolidated financial statements (including all related notes and schedules) of Parent included or incorporated by reference in the Parent SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with GAAP International Financial Reporting Standards (except, in the case of the unaudited statements, as permitted under International Financial Reporting Standards and/or applicable rules and regulations of the SEC, if any) applied on a consistent basis during the periods involved (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 consolidated Subsidiaries, as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the respective periods presented therein then ended (subject, in the case of the unaudited interim financial statements, to normal year year-end adjustmentsaudit adjustments and to any other adjustments described therein including the notes thereto).

Reports and Financial Statements. (a) The Parent Company has timely filed with the SEC, and has heretofore made available or furnished to the Company true and complete copies of, SEC all forms, reports, schedules, statements documents and other documents reports required to be filed with or furnished by it to the SEC on or after January 1, 2020 (all such forms, documents and its Subsidiaries since December 31, 1993 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectivelyreports, the "Parent “Company SEC Documents"”). As of their respective dates or, if amended, as of the date of the last such amendmentamendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Parent Company SEC DocumentsDocuments complied in all material respects with the applicable requirements of the Securities Act, including, without limitation, any financial statements or schedules included therein the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (athe “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) did not contain and 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 light of the circumstances under which they were made, not misleading and misleading. None of the Company’s Subsidiaries is, or at any time since January 1, 2020 has been, required to file any forms, reports or other documents with the SEC. (b) complied The consolidated financial statements (including all related notes and schedules) of the Company included in or incorporated by reference into the Company SEC Documents (i) fairly present in all material respects with the applicable requirements consolidated financial position of the Exchange Act Company and its consolidated Subsidiaries as of the Securities Act, as the case may berespective dates thereof, and the applicable rules consolidated results of their operations and regulations of their consolidated cash flows for the SEC thereunder. Each of the consolidated financial statements included respective periods then ended (subject, in the Parent SEC Documents have been case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto), (ii) were prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects in conformity with applicable U.S. generally accepted accounting requirements and with principles (“GAAP”) (except, in the published rules and regulations case of the SEC with respect theretounaudited statements, have been prepared in accordance with GAAP as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) and fairly present comply in all material respects with the applicable accounting requirements under the Securities Act, the Exchange Act and the applicable rules and regulations of the SEC. None of the Company or its Subsidiaries is a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any structured finance, special purpose or limited purpose entity or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) not otherwise disclosed in its consolidated financial position and statements included in the consolidated results Company SEC Documents where the purpose or intended effect of operations and cash flows (and changes such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in financial position, if any) any of the Parent Company’s consolidated financial statements. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and its consolidated Subsidiaries as at there are no inquiries or investigations by the dates thereof SEC or for the periods presented therein (subjectany internal investigations pending or threatened, in each case regarding any accounting practices of the case of unaudited interim financial statements, to normal year end adjustments)Company.

Reports and Financial Statements. The (a) Parent and each of its Subsidiaries has filed with the SEC, and has heretofore made available to the Company true and complete copies of, or furnished all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it and its Subsidiaries with the SEC since December 31, 1993 under the Exchange Act or the Securities Act Lookback Date (as all such documents have been amended since the time and reports filed or furnished by Parent or any of their filing, collectivelyits Subsidiaries, the "“Parent SEC Documents"”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC DocumentsDocuments complied in all material respects with the requirements of the Securities Act and the Exchange Act, includingas the case may be, without limitationand the applicable rules and regulations promulgated thereunder, any financial statements or schedules included therein (a) did not contain and none of the Parent 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 light of the circumstances under which they were made, not misleading and misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. 44 (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents have been prepared from, fairly present in all material respects the consolidated financial position of Parent and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in all material respects with applicable accounting requirements and with the published rules and regulations case of the SEC with respect unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto, have been prepared ) in accordance conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments).

Reports and Financial Statements. (a) The Parent Company has timely filed with the SEC, and has heretofore made available or furnished to the Company true and complete copies of, SEC all forms, reports, schedules, statements documents and other documents reports required to be filed with or furnished by it to the SEC on or after January 1, 2024 (all such forms, documents and its Subsidiaries since December 31, 1993 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectivelyreports, the "Parent “Company SEC Documents"”). As of their respective dates or, if amended, as of the date of the last such amendmentamendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Parent Company SEC DocumentsDocuments complied in all material respects with the applicable requirements of the Securities Act, including, without limitation, any financial statements or schedules included therein the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (athe “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) did not contain and 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 light of the circumstances under which they were made, not misleading and misleading. None of the Company’s Subsidiaries is, or at any time since January 1, 2024 has been, required to file any forms, reports or other documents with the SEC. (b) complied The consolidated financial statements (including all related notes and schedules) of the Company included in or incorporated by reference into the Company SEC Documents (i) fairly present in all material respects with the applicable requirements consolidated financial position of the Exchange Act Company and its consolidated Subsidiaries as of the Securities Act, as the case may berespective dates thereof, and the applicable rules consolidated results of their operations and regulations of their consolidated cash flows for the SEC thereunder. Each of the consolidated financial statements included respective periods then ended (subject, in the Parent SEC Documents have been case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto), (ii) were prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects in conformity with applicable U.S. generally accepted accounting requirements and with principles (“GAAP”) (except, in the published rules and regulations case of the SEC with respect theretounaudited statements, have been prepared in accordance with GAAP as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) and fairly present comply in all material respects with the applicable accounting requirements under the Securities Act, the Exchange Act and the applicable rules and regulations of the SEC. None of the Company or its Subsidiaries is a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any structured finance, special purpose or limited purpose entity or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) not otherwise disclosed in its consolidated financial position and statements included in the consolidated results Company SEC Documents where the purpose or intended effect of operations and cash flows (and changes such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in financial position, if any) any of the Parent Company’s consolidated financial statements. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and its consolidated Subsidiaries as at there are no inquiries or investigations by the dates thereof SEC or for the periods presented therein (subjectany internal investigations pending or threatened, in each case regarding any accounting practices of the case of unaudited interim financial statements, to normal year end adjustments)Company.

Reports and Financial Statements. The Parent (a) Buyer has filed with the SECall registration statements, and has heretofore made available to the Company true and complete copies ofproxy statements, all formsinformation statements, prospectuses, reports, schedules, statements forms and other documents required to be filed by it and its Subsidiaries with the Commission, since December 31January 1, 1993 1998, under the Securities Act or the Exchange Act or (all of the Securities Act (foregoing filed prior to the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents, other than exhibits to such documents, incorporated by reference therein, being referred to herein as such documents have been amended since the time of their filing, collectively, the "Parent Buyer SEC Documents"). As No Subsidiary of Buyer is required to file any registration statement, proxy statement, information statement, prospectus, report, schedule, form or other document with the Commission. All of the Buyer SEC Documents, as of their respective dates or, of filing (or if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendmentfiling): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act, as the Parent SEC Documentscase may be, including, without limitation, any financial statements or schedules included therein and (aii) 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 light of the circumstances under which they were made, not misleading and misleading. (b) complied in all material respects with The consolidated balance sheets and the applicable requirements related consolidated statements of operations, stockholders' equity and cash flows (including the related notes thereto) of the Exchange Act Buyer and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements its Subsidiaries included in the Parent Buyer SEC Documents have been prepared from, and are in accordance with(collectively, the books and records of the Parent and/or its consolidated Subsidiaries, comply "Buyer Financial Statements") complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects presented the consolidated financial position and the consolidated results of operations and the changes in stockholders' equity and cash flows (and changes in financial position, if any) of the Parent for Buyer and its consolidated Subsidiaries as at the of their respective dates thereof or and for the respective periods presented therein covered thereby and have been prepared in accordance with GAAP consistently applied during the periods involved, (subjectexcept as otherwise noted therein, or, in the case of unaudited interim financial statements, to normal year end adjustmentsas may be permitted by the Commission).

Reports and Financial Statements. The Parent Target has timely filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, required reports, schedules, forms, statements and other documents required to be filed by it with the Securities and its Subsidiaries Exchange Commission (the "SEC") since December March 31, 1993 under the Exchange Act or the Securities Act 1995 (as such documents have been amended since the time of their filingcollectively, collectivelyincluding all exhibits, financial statements and schedules thereto, the "Parent TARGET SEC DocumentsREPORTS"). As No Subsidiary of Target is required to file any form, report or other document with the SEC. None of the Target SEC Reports, as of their respective dates or(and, if amended, as of amended or superseded by a filing prior to the date of this Agreement or, solely with respect to Target SEC Reports filed after the last date hereof, prior to the Closing Date, then on the date of such amendmentfiling), the Parent SEC Documents, including, without limitation, any financial statements contained or schedules included therein (a) did not will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the consolidated financial statements (including the related notes) included in the Parent Target SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto and presents fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (of Target and changes in financial position, if any) its Subsidiaries as of the Parent and its consolidated Subsidiaries as at the respective dates thereof or for the respective periods presented therein set forth therein, all in conformity with United States generally accepted accounting principles ("U.S. GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal year and recurring year-end adjustmentsadjustments that have not been and are not expected to be material in amount. All of such Target SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Target SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Reports and Financial Statements. The Parent has (i) Acquiror and Acquiror Bank have each timely filed all material reports, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 1997 with the SEC, the NASD, the FDIC and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since December 31, 1993 under the Exchange Act or the Securities Act OTS (as such documents have been amended since the time of their filing, collectively, the "Parent SEC DocumentsACQUIROR'S REPORTS"). As of their respective dates ordates, if amended, as none of the date of the last such amendment, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain Acquiror's Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) misleading. All of Acquiror's Reports complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder. . (ii) Each of the consolidated financial statements of Acquiror included in Acquiror's Reports filed with the Parent SEC Documents have been prepared fromcomplied as to form, and are in accordance withas of their respective dates of filing with the SEC, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The financial statements included in Acquiror's Reports were prepared from the books and records of Acquiror and its subsidiaries, have been fairly present the consolidated financial position of Acquiror and its subsidiaries in each case at and as of the dates indicated and the consolidated results of operations, retained earnings and cash flows of Acquiror and its subsidiaries for the periods indicated, and, except as otherwise set forth in the notes thereto, were prepared in accordance with GAAP consistently applied on a consistent basis during throughout the periods involved covered thereby; PROVIDED, HOWEVER, that the unaudited financial statements for interim periods are subject to normal year-end adjustments (except as may which will not be indicated material individually or in the notes theretoaggregate) and fairly present in all material respects the consolidated financial position and the consolidated results lack a statement of operations and cash flows (and changes in financial position, if any) of the Parent stockholders' equity and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)complete footnotes.

Reports and Financial Statements. The filings required to be -------------------------------- made by Parent has and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Power Act and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, exhibits and amendments appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has heretofore made available to the Company a true and complete copies ofcopy of each report, all formsschedule, reports, schedules, statements registration statement and other documents required to be definitive proxy statement filed by it and Parent or its Subsidiaries predecessor with the SEC since December 31January 1, 1993 under the Exchange Act or the Securities Act 1996 (as such documents have been amended since the time of their filingfiling been amended, collectively, the "Parent SEC DocumentsReports"). As of their respective dates ordates, if amended, as of the date of the last such amendment, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Documents have been prepared from, and are in accordance withReports (collectively, the books and records of the "Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, Financial Statements") have been prepared in accordance with GAAP 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 in all material respects the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subjectthen ended. A true and complete copy of the Declaration of Trust, as in effect on the case of unaudited interim financial statementsdate hereof, has been made available to normal year end adjustments)the Company.

Reports and Financial Statements. The Parent has (i) Target and Target Bank have each timely filed with the SECall material reports, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, registration statements and other documents proxy or information statements, together with any amendments required to be filed by it and its Subsidiaries made with respect thereto, that they were required to file since December 31, 1993 under 1997 with (A) the Exchange Act or FDIC, (B) the OTS, (C) the Department, (D) the National Association of Securities Act Dealers, Inc. (as such documents have been amended since "NASD"), and (E) the time of their filing, SEC (collectively, the "Parent SEC DocumentsTarget's Reports")) and have paid all fees and assessments due and payable in connection therewith. As of their respective dates ordates, if amended, as none of the date of the last such amendment, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain Target's Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and misleading. All of Target's Reports filed with the SEC under the Securities Exchange Act of 1934, as amended (b) "Exchange Act"), complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder. . (ii) Each of the consolidated financial statements of Target included in Target's Reports filed with the Parent SEC Documents have been prepared fromcomplied as to form, and are in accordance withas of their respective dates of filing with the SEC, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The financial statements included in Target's Reports were prepared from the books and records of Target and Target Bank, have been fairly present the consolidated financial position of Target and Target Bank in each case at and as of the dates indicated and the consolidated income, changes in stockholders' equity and cash flows of Target and Target Bank for the periods indicated, and, except as otherwise set forth in the notes thereto, were prepared in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during throughout the periods involved covered thereby; provided, however, that the unaudited financial statements for interim periods are subject to normal year-end adjustments (except as may which will not be indicated material individually or in the notes theretoaggregate) and fairly present in all material respects the consolidated financial position and the consolidated results lack a statement of operations and cash flows (and changes in financial position, if any) of the Parent stockholders' equity and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments)complete footnotes.

Reports and Financial Statements. The Parent has filed with the SECComplete and accurate copies, and has heretofore as amended or supplemented, have been made available to the Company true Seller of: (a) Parent's Registration Statement on Form S-1, as amended and complete copies offiled with the Securities and Exchange Commission (the "SEC") as of August 3, 2000; and (b) all formsother reports filed by Parent under Section 13 or subsections (a) or (c) of Section 14 of the Securities Exchange Act of 1934, reports, schedules, statements as amended (the "Exchange Act") with the SEC since such date (the reports listed in subsections (a) and other (b) are collectively referred to herein as the "Parent Reports"). The Parent Reports constitute all of the documents required to be filed by it and its Subsidiaries since December 31, 1993 Parent under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act or with the Securities SEC from August 3, 2000 through the date of this Agreement. The Parent Reports complied in all material respects with the requirements of the Exchange Act (as such documents have been amended since and the time of their filing, collectively, the "Parent SEC Documents")rules and regulations thereunder when filed. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 light of the circumstances under which they were made, not misleading misleading. The audited financial statements and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated unaudited interim financial statements included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply Reports (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto when filed, have been (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during throughout the periods involved 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 in all material respects the consolidated financial position and the consolidated condition, results of operations and cash flows (and changes in financial positionof Parent, if any) as of the Parent and its consolidated Subsidiaries as at the respective dates thereof or and for the periods presented therein referred to therein, and (subject, in iv) are consistent with the case books and records of unaudited interim financial statements, to normal year end adjustments)Parent.