Common use of SEC Documents; Undisclosed Liabilities Clause in Contracts

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent (including exhibits and all other information incorporated therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the “"Parent SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and did not contain none of the Parent SEC Documents when filed 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoAccounting Rules, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) 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 Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). . Except (ci) Except as set forth reflected in the most recent financial statements contained in Parent SEC DocumentsDocuments or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or disclosed in the notes thereto. Except for its agreement financial statements prepared in accordance with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingGAAP.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since January 1, 2011 pursuant to the Securities Act or the Exchange Act (collectively, the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its respective effective date (in the case of Parent SEC Documents that are registrations statements filed pursuant to the Securities Act) and as of its respective filing datedate (in the case of all other Parent SEC Documents), each Parent SEC Document complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments as of such respective dates (or, and did not contain if amended or superseded by a filing prior to the date hereof, then on the date of such filing) 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements and unaudited interim consolidated interim financial statements of the Parent included or incorporated by reference in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and (collectively, the published rules and regulations of the SEC with respect thereto, have been “Parent Financial Statements”) (i) were prepared in accordance with the U.S. generally accepted accounting principles books of account and other financial records of Parent and the Parent Subsidiaries, (“GAAP”ii) (except, present fairly in all material respects the case financial position of unaudited statements, Parent and its consolidated subsidiaries and the consolidated results of their operations and changes in cash flows as permitted by the rules and regulations of the SECdates thereof and for the periods covered thereby, (iii) were prepared in accordance with GAAP, applied on a consistent basis during the periods involved covered (except as may be indicated in the notes thereto) thereto and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments).) and (iv) meet the requirements of Regulation S-X. (c) Except as set forth reflected or reserved against on the most recent unaudited consolidated balance sheet of Parent included in the Parent Financial Statements filed with the SEC Documentsprior to the date hereof (together with the notes thereto, the “Parent has no liabilities or obligations Balance Sheet”), Parent and the Parent Subsidiaries do not have any Liabilities of any nature other than Liabilities that (whether accrued, absolute, contingent or otherwisei) required by GAAP to be set forth on a balance sheet were incurred after the date of the Parent Balance Sheet in the ordinary course of business, (ii) are contemplated by or were incurred in connection with this Agreement, the other Transaction Documents or the Transactions or (iii) individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation aggregate, have not had and would not reasonably be expected to act as the Parent’s stock transfer agent, the have a Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingMaterial Adverse Effect.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed and made available to the Company true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since January 27, 1996 (the “"Parent SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations regula tions of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q 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 accordance with the applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). (c) . Except as set forth in the Filed Parent SEC DocumentsDocuments (as defined in Section 4.08), as of the date of this Agreement neither Parent nor any Parent Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Parent and its consolidated subsidiaries or in the notes thereto. Except for its agreement with Securities Transfer Corporation thereto which, individually or in the aggregate, could reasonably be expected to act as the Parent’s stock transfer agent, the have a Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingMaterial Adverse Effect.

SEC Documents; Undisclosed Liabilities. The Company (aand its subsidiaries that were previously publicly traded) The Parent has have timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent (including exhibits and all other information incorporated therein) with the SEC since October 9, 1999 (together with the “Parent Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the Company SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents when filed 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. Except to the extent that information contained in any Parent Company SEC Document has been revised revised, updated or superseded supplemented by a later Parent filed Company SEC Document, none of the Parent Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto (the "Accounting Rules"), have been prepared in accordance with the U.S. generally accepted accounting principles (“"GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations 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 of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustmentsadjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). . Except (ci) Except as set forth reflected in the Parent most recent financial statements contained in the Company SEC DocumentsDocuments or in the notes thereto, (ii) for liabilities that have been incurred by the Parent Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing).

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all All reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (i) by CDnow since March 17, 1999 and (ii) by CDnow Online, Inc. (formerly known as CDnow, Inc.), a Pennsylvania corporation and a wholly owned CDnow Subsidiary ("CDnow Online"), since February 9, 1998 (such reports, schedules, forms, statements and other documents, the “Parent "CDnow SEC Documents”") pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) have been duly filed by such parties. As of its respective filing date, each Parent CDnow SEC Document complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent CDnow SEC Document, 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. Except to the extent that information contained in any Parent (i) the Registration Statement on Form S-4 filed with the SEC Document by CDnow on February 16, 1999 (the "CDnow Form S-4 Date"), (ii) all reports, schedules, forms, statements and documents filed with the SEC by CDnow pursuant to the Exchange Act and the rules and regulations of the SEC promulgated thereunder since the CDnow Form S-4 Date and (iii) the Annual Report on Form 10-K of CDnow Online for the year ended December 31, 1998 (collectively, the "Designated CDnow SEC Documents") has been revised or superseded by a later Parent subsequent report, schedule, form, statement or other document filed with the SEC Documentby CDnow, which subsequent report, schedule, form, statement or other document is publicly available prior to the date of this Agreement, none of the Parent Designated CDnow SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent CDnow SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect as of their respective filing dates, have been were prepared in accordance with the U.S. generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited interim statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented the consolidated financial position of the Parent and its consolidated subsidiaries entities purported to be covered thereby as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). . Except as disclosed in the Filed CDnow SEC Documents (c) Except as defined in Section 3.08), and except for liabilities and obligations incurred since December 31, 1998 in the ordinary course of business consistent with past practice or as set forth in the Parent SEC DocumentsCDnow Disclosure Letter, the Parent neither CDnow nor any CDnow Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation , except those liabilities or obligations that, individually and in the aggregate, have not had and could not reasonably be expected to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closinga CDnow Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. (ai) The Parent DSW has filed or furnished, as applicable, all required reports, schedules, forms, registration statements and other documents required to be filed by with the Parent SEC since January 1, 2008 (as such documents may have been amended or superseded through the date of this Agreement, the “DSW SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the “Parent SEC Documents”) pursuant to Sections 13(adate hereof, as of the date of such filing), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent DSW SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent DSW SEC DocumentDocuments, and did not contain none of the DSW SEC Documents when filed (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing) 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent DSW included in the Parent DSW SEC Documents comply complied as to form form, as of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) thereto (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) ), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present in all material respects the consolidated financial position of the Parent DSW and its consolidated subsidiaries Subsidiaries and the consolidated statements of operations, shareholders’ equity and cash flows of such companies as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (cii) Except as set forth for (A) those liabilities that are fully reflected or reserved for in the Parent consolidated financial statements of DSW included in its Quarterly Report on Form 10-Q for the fiscal quarter ended October 30, 2010, as filed with the SEC Documentsprior to the date of this Agreement (the “DSW Financial Statements”), (B) liabilities incurred since October 30, 2010 in the Parent has no ordinary course of business, (C) liabilities which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on DSW, (D) liabilities incurred pursuant to the transactions contemplated by this Agreement and (E) liabilities or obligations discharged or paid in full prior to the date of this Agreement in the ordinary course of business, DSW and its Subsidiaries do not have (except as permitted by Section 4.2), any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whatsoever required by GAAP generally accepted accounting principles to be set forth on a reflected or reserved against in the consolidated balance sheet of the Parent DSW and its Subsidiaries (or disclosed in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closingsuch balance sheet).

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents as required to be filed by the U.S. Securities and Exchange Commission (the “SEC”) and Parent has delivered or made available to MamaMancini’s all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each . The Parent SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentdocuments, and did not contain none of the Parent SEC Documents (including any and all consolidated financial statements included therein) as of such date 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent subsequent filing with the SEC Document(a copy of which has been provided to MamaMancini’s prior to the date of this Agreement), none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the such Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by Parent’s independent accountants). (c) . Except as set forth in the Parent SEC Documents, at the date of the most recent audited financial statements of Parent included in the Parent SEC Documents, neither Parent nor any of its subsidiaries had, and since such date neither Parent nor any of such subsidiaries has no incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which, individually or in the notes thereto. Except for its agreement aggregate, could reasonably be expected to have a Material Adverse Effect with Securities Transfer Corporation respect to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reportsParent SEC Documents since July 25, schedules2008, formspursuant to Sections 13 and 15 of the Exchange Act, statements and other documents required to be filed by the Parent with the SEC as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since January 1, 1994 (the “Parent "SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the SEC Document Documents complied as to form in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and did not contain none of the SEC Documents 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. Except to the extent that information contained in any Parent SEC Document has been was revised or superseded by a later Parent filed SEC Document, none of the Parent SEC Documents contains contained any untrue statement of a material fact or omits omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Company included in the Parent SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been thereto in effect at the time of the filing of the respective SEC Documents were prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) . Except as set forth in the Parent SEC DocumentsDocuments hereto, neither the Parent Company nor any of its subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP generally accepted accounting principles to be set forth on a consolidated balance sheet of the Parent Company and its consolidated subsidiaries or in the notes thereto. Except , except for its agreement liabilities and obligations incurred in the ordinary course of business consistent with Securities Transfer Corporation to act as past practice since the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities date of the Parent) due after most recent consolidated balance sheet included in the date hereof. All liabilities of SEC Documents which, individually or in the Parent shall aggregate, could not reasonably be expected to have been paid off and shall in no event remain liabilities of the Parent, the a Company or the Shareholders following the ClosingMaterial Adverse Effect.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) Documents since October 31, 2009 pursuant to Sections 13(a), 14(a) 13 and 15(d) 15 of the Exchange Act, as applicable. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Schedule sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off and shall in no 10 event remain liabilities of the Parent, the Company or the Shareholders following the Closing. The Parent shall take all actions necessary to effect the foregoing, including but not limited to, finalizing any pay-off letters and releases relating to the liabilities of the Parent such that the Parent, the Company or the Shareholders shall have no liabilities at Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed and furnished all material reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) or furnished pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct by the Company with the SEC since January 1, 2015 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the date of their filing, the “Company SEC Documents”). (b) As of its their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC filing datedates (in the case of all other Company SEC Documents), each Parent Company SEC Document complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, and except to the extent amended or superseded by a subsequent filing with the SEC prior to the date of this Agreement, 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. Except misleading (provided that the Company makes no representation or warranty with respect to the extent that information contained furnished in writing by Parent or Merger Sub specifically for inclusion or use in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. such document). (c) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Parent Company included in the Parent Company SEC Documents comply when filed (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with the U.S. generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present presented in all material respects the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (cd) Except as set forth reflected or reserved against in the Parent consolidated balance sheet of the Company, as of December 31, 2015, or the notes thereto, included in the Company SEC DocumentsDocuments (such balance sheet and the notes thereto, the Parent has no liabilities “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (ii) liabilities or obligations not required by GAAP to be set forth on disclosed in a consolidated balance sheet of the Parent Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. (e) The Company has established and maintains and has, since January 1, 2014, maintained, disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) in all material respects in compliance with the requirements of Rule 13a-15 under the Exchange Act. Except From the date of the filing of the Company’s Annual Report on Form 10-K for its agreement with Securities Transfer Corporation the fiscal year ended December 31, 2014 to act as the Parent’s stock transfer agentdate of this Agreement, the Parent has no Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or contractual obligations and liabilities (including ii) any obligations to issue capital stock fraud, whether or not material, that involves management or other securities of employees who have a significant role in the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingCompany’s internal control over financial reporting.

SEC Documents; Undisclosed Liabilities. (a) The Parent has SXE and its Subsidiaries have filed and furnished all reports, schedules, forms, statements certifications, prospectuses, and registration, proxy and other documents statements required to be filed by the Parent them with the SEC since December 31, 2014 (collectively and together with all documents filed on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SXE SEC Documents”) ). The SXE SEC Documents, as of their respective effective dates (in the case of the SXE SEC Documents that are registration statements filed pursuant to Sections 13(athe requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other SXE SEC Documents), 14(a) and 15(d) or, if amended, as finally amended prior to the date of the Exchange Act. (b) As of its respective filing datethis Agreement, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act, the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations of the SEC promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, applicable to such Parent SXE SEC DocumentDocuments, and did not contain none of the SXE SEC Documents as of such respective dates 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. Except As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the extent that information contained in any Parent SXE SEC Document has been revised or superseded by a later Parent SEC DocumentDocuments. To the Knowledge of SXE, none of the Parent SXE SEC Documents contains any untrue statement is the subject of a material fact ongoing SEC review or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. investigation. (b) The consolidated financial statements of the Parent SXE included in the Parent SXE SEC Documents as of their respective dates (if amended, as of the date of the last such amendment) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by indicated in the rules and regulations of the SECnotes thereto) 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 Parent SXE and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and operations, cash flows and changes in partners’ equity for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which has been or will be, individually or in the aggregate, material to SXE and its consolidated Subsidiaries, taken as a whole). (c) Except SXE has established and maintains internal control over financial reporting and disclosure controls and procedures (as set forth such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to SXE, including its consolidated Subsidiaries, required to be disclosed by SXE in the Parent reports that it files or submits under the Exchange Act is accumulated and communicated to SXE’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by SXE in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. SXE’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to SXE’s auditors and the audit committee of the SXE GP Board (x) all significant deficiencies in the design or operation of internal controls which could adversely affect SXE’s ability to record, process, summarize and report financial data and have identified for SXE’s auditors any material weaknesses in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in SXE’s internal controls. The principal executive officer and the principal financial officer of SXE have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the SXE SEC Documents, and the Parent statements contained in such certifications were complete and correct when made. The management of SXE has completed its assessment of the effectiveness of SXE’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2016, and such assessment concluded that such controls were effective. To the Knowledge of SXE, as of the date of this Agreement there are no facts or circumstances that would prevent its principal executive officer and principal financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Except (i) as reflected or otherwise reserved against on the balance sheet of SXE and its Subsidiaries as of June 30, 2017 (the “Balance Sheet Date”) (including the notes thereto) included in the SXE SEC Documents filed by SXE and publicly available prior to the date of this Agreement, (ii) for liabilities and obligations incurred since the Balance Sheet Date in the ordinary course of business and (iii) for liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated hereby, neither SXE nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accruedor not accrued or contingent), absolute, contingent or otherwise) that would be required by GAAP to be set forth reflected or reserved against on a consolidated balance sheet of SXE prepared in accordance with GAAP or the Parent notes thereto, other than as have not and would not reasonably be expected to have, individually or in the notes thereto. Except for aggregate, a SXE Material Adverse Effect. (e) Neither SXE nor any of its agreement with Securities Transfer Corporation Subsidiaries is a party to, or has any commitment to act as the Parent’s stock transfer agentbecome a party to, the Parent has no financial any joint venture, off-balance sheet partnership or contractual obligations and liabilities any similar Contract (including any obligations Contract or arrangement relating to issue capital stock any transaction or relationship between or among SXE and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other securities hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the Parent) due after SEC)), where the date hereof. All purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of the Parent shall have been paid off and shall of, SXE in no event remain liabilities of the Parent, the Company SXE’s published financial statements or the Shareholders following the Closingany SXE SEC Documents.

SEC Documents; Undisclosed Liabilities. (a) The Parent Gotham has timely filed all reports, schedules, forms, statements and other documents required to be filed by the Parent it with the SEC (the “Parent SEC Documents”) SEC, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (the “SEC Reports”). (b) As of its respective filing date, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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 misleadingReport. Except to the extent that information contained in any Parent SEC Document Report has been revised or superseded by a later Parent SEC DocumentReport, none of the Parent SEC Documents Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Gotham included in the Parent SEC Documents Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries Gotham as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsReports, the Parent Gotham has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP U.S. generally accepted accounting principles to be set forth on a balance sheet of the Parent Gotham or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has There are no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentsecurities) due after the date hereof. All liabilities of the Parent Gotham shall have been paid off and shall in no event remain liabilities of the ParentGotham, the Company Oxys or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. The Company (aor its public predecessor) The Parent has filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent (including exhibits and all other information incorporated therein) with the SEC since January 1, 1998 (collectively, the “Parent "Company SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) . No Subsidiary of the Exchange Act. (b) Company is required to file any report, schedule, form, statement or other document with the SEC. As of its their respective filing datedates, each Parent the Company SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents when filed 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. Except to the extent that information contained in any Parent Company SEC Document has been revised or superseded by a later Parent filed Company SEC Document, none of the Parent Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of (including the Parent related notes) included in the Parent Company SEC Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto (the "Accounting Rules"), have been prepared in accordance with the U.S. generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited statements, as permitted by the rules and regulations of the SECAccounting Rules) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretorelated notes) and fairly present in all material respects the consolidated financial position of the Parent Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). (c) Except as set forth in . Neither the Parent SEC Documents, the Parent Company nor any of its Subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation aggregate could reasonably be expected to act as have a Material Adverse Effect on the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingCompany.

SEC Documents; Undisclosed Liabilities. (a) The Parent CYIX has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent it with the SEC (the “Parent SEC Documents”) since May 11, 2009, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (the “SEC Reports”). (b) As of its respective filing date, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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 misleadingReport. Except to the extent that information contained in any Parent SEC Document Report has been revised or superseded by a later Parent SEC DocumentReport, none of the Parent SEC Documents Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent CYIX included in the Parent SEC Documents Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent CYIX and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsReports, the Parent CYIX has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP U.S. generally accepted accounting principles to be set forth on a balance sheet of the Parent CYIX or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has There are no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentsecurities) due after the date hereof. All liabilities of the Parent CYIX shall have been paid off and shall in no event remain liabilities of the ParentCYIX, the Company Goldenway or the Shareholders Shareholder following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent Pubco has timely filed all reports, schedules, forms, statements and other documents as required to be filed by the Parent Securities and Exchange Commission (the “SEC”) and Pubco has delivered or made available to the Company all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent Pubco SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the Pubco SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Pubco SEC DocumentDocuments, and did not contain none of the Pubco SEC Documents (including any and all consolidated financial statements included therein) as of such date 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent subsequent filing with the SEC Document(a copy of which has been provided to the Company prior to the Effective Date), none of the Parent Pubco SEC Documents Documents, to the knowledge of Pubco’s management, contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Pubco included in the Parent such Pubco SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent Pubco and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by Pubco’s independent accountants). (c) . Except as set forth in the Parent Pubco SEC Documents, at the Parent date of the most recent audited financial statements of Pubco included in the Pubco SEC Documents, Pubco has no not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which, individually or in the notes thereto. Except for its agreement aggregate, could reasonably be expected to have a material adverse effect with Securities Transfer Corporation respect to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingPubco.

SEC Documents; Undisclosed Liabilities. (a) The Parent has for the last twenty-four (24) months timely filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC SEC, pursuant to Sections 13 and 15 of the Exchange Act, as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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 thereinand, in light of the circumstances under which they were made, not misleading. Except except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains did not contain any untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). None of the Parent’s filings with the SEC is the subject of an ongoing SEC review, or to the Parent’s knowledge, inquiry or investigation, and there are no outstanding or unresolved SEC comments related to such filings. (c) Except as set forth in the filed Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no SEC Documents set forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All Except as disclosed in the Parent SEC Documents, as of the date of Closing, all liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (ai) The Parent BBLU has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent BBLU with the SEC (the “Parent SEC Documents”) since October 30, 2009, pursuant to Sections 13(a), 14(a14 (a) and 15(d) of the Exchange ActAct (the "BBLU SEC Documents"). (bii) As of its respective filing date, each Parent BBLU SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent BBLU SEC DocumentDocuments, 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. Except to the extent that information contained in any Parent BBLU SEC Document Documents has been revised or superseded by a later Parent filed BBLU SEC DocumentDocuments, none of the Parent BBLU SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent BBLU included in the Parent BBLU SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial financial. position of the Parent BBLU and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (ciii) Except as set forth in the Parent Filed BBLU SEC Documents, the Parent BBLU has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent BBLU or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all required reports, schedules, forms, statements prospectuses, and registration, proxy and other documents required to be filed by the Parent statements with the SEC since January 1, 2002 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “"Parent SEC Documents”) "). As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to Sections 13(athe Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, applicable to such Parent SEC DocumentDocuments, and did not contain none of the Parent SEC Documents as of such respective dates, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by indicated in the rules and regulations of the SECnotes thereto) 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 Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which has been or will be, individually or in the aggregate, material). (c) Except as set forth in the Neither Parent SEC Documentsnor any of its subsidiaries has any liabilities which, the Parent has no liabilities or obligations of any nature (whether accruedif known, absolute, contingent or otherwise) would be required by GAAP to be set forth reflected or reserved against on a consolidated balance sheet of Parent prepared in accordance with GAAP or the notes thereto, except liabilities (i) reflected or reserved against on the balance sheet of Parent and its subsidiaries as of June 30, 2003 included in Parent's Quarterly Report on Form 10-Q for the period then ended or (ii) incurred after June 30, 2003 in the ordinary course of business consistent with past practice that have not had and would not reasonably be expected to have, individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agentaggregate, the a Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingMaterial Adverse Effect.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by the Parent with the SEC under the Securities Act or the Exchange Act since December 31, 2009 (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (c) The consolidated financial statements of the Parent included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements fairly present in all material respects the financial condition and the results of operations, have been prepared cash flows and changes in stockholders’ equity of Parent (on a consolidated basis) as of the respective dates of and for the periods referred to in the Parent Financial Statements, all in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (otherwise noted therein), subject, in the case of unaudited statementsinterim Parent Financial Statements, to normal year-end audit adjustments). (c) Except as set forth in adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) Subsidiaries are required by GAAP to be set forth included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation thereto that would reasonably be expected to act have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the Parent’s stock transfer agent, most recent audited balance sheet included in the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company Financial Statements or the Shareholders following notes thereto, (ii) for liabilities and obligations incurred in the ClosingOrdinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions.

SEC Documents; Undisclosed Liabilities. (ai) The Parent has filed filed, or furnished, as applicable, all required reports, schedules, forms, registration statements and other documents required to be filed by the Parent with the SEC since February 12, 2007 (the “Parent SEC Documents”) pursuant ). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to Sections 13(athe date hereof, as of the date of such filing), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and did not contain none of the Parent SEC Documents when filed 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto and, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-QSB of the SEC) ), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present in all material respects the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof Subsidiaries and the consolidated results of their operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown (subjectshown. Except for any comments issued on the Parent’s Registration Statement on Form SB-2 filed with the SEC on May 16, in 2007, there are no outstanding comments from the case Staff of unaudited statements, the SEC with respect to normal year-end audit adjustments)any of the Parent SEC Documents. (cii) Except for (A) those liabilities that are fully reflected or reserved for in the consolidated balance sheet of Parent as of June 30, 2007 included in the financial statements of Parent included in its Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2007, as filed with the SEC prior to the date of this Agreement (the “Parent Financial Statements”), (B) liabilities incurred since June 30, 2007 in the ordinary course of business consistent with past practice, (C) liabilities which were not required to be set forth in the last consolidated balance sheet of Parent SEC Documents, included in the Parent has no Financial Statements, (D) liabilities incurred pursuant to the transactions contemplated by this Agreement, (E) liabilities or obligations discharged or paid in full prior to the date of this Agreement in the ordinary course of business consistent with past practice, and (F) potential liabilities disclosed on Schedule 3.1(d)(ii) of the Parent Disclosure Schedule, Parent and its Subsidiaries do not have, and since December 31, 2006, Parent and its Subsidiaries have not incurred (except as permitted by Section 4.1), any liabilities or obligations of any nature whatsoever (whether accrued, absolute, matured, determined, contingent or otherwise) otherwise and whether or not required by GAAP to be set forth on a balance sheet of the Parent or reflected in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall statements in no event remain liabilities of the Parent, the Company or the Shareholders following the Closingaccordance with generally accepted accounting principles).

SEC Documents; Undisclosed Liabilities. (ai) The Parent BBLU has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent BBLU with the SEC (the “Parent SEC Documents”) since September 11, 2010 pursuant to Sections 13(a), 14(a14 (a) and 15(d) of the Exchange ActAct (the “BBLU SEC Documents”). (bii) As of its respective filing date, each Parent BBLU SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent BBLU SEC DocumentDocuments, 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. Except to the extent that information contained in any Parent BBLU SEC Document Documents has been revised or superseded by a later Parent filed BBLU SEC DocumentDocuments, none of the Parent BBLU SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of BBLU for the Parent years ended December 31, 2011 and December 31, 2012 included in the Parent BBLU SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent BBLU and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (ciii) Except as set forth in the Parent BBLU SEC Documents, the Parent BBLU has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent BBLU or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all required reports, schedules, formsforms and registration, statements proxy and other documents required to be filed by the Parent statements with the SEC since January 1, 2000 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent "SEC Documents”) "). None of Parent's subsidiaries are required to file periodic reports with the SEC pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing datedates (in the case of all other SEC Documents), each Parent the SEC Document Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and did not contain none of the SEC Documents as of such respective dates 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent later-filed SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by indicated in the rules and regulations of the SECnotes thereto) 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 Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments none of which has been or will be, individually or in the aggregate, material). (b) Parent is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or on Schedule 6.4(c) hereto, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of Parent's proxy statement dated August 7, 2003, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither Parent SEC Documentsnor any of its subsidiaries nor, to the Knowledge of Purchaser, any director, officer, agent, employee or other Person acting on behalf of Parent or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) To the Knowledge of Purchaser, neither Parent nor any of its subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of Parent prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on a the unaudited balance sheet of Parent and its subsidiaries as of September 30, 2003 (including the notes thereto) included in Parent's Report on Form 10-Q for the period then ended, (ii) incurred after the Balance Sheet Date in the Parent Ordinary Course of Business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agentaggregate, the Parent has no financial or contractual obligations a Purchaser Material Adverse Effect, and liabilities (including any obligations to issue capital stock or other securities of the Parentiii) due incurred after the date hereof. All liabilities of Balance Sheet Date not in the Parent shall have been paid off and shall ordinary course that are in no event remain liabilities of the Parentaggregate, the Company or the Shareholders following the Closingimmaterial in amount.

SEC Documents; Undisclosed Liabilities. (a) The Parent Buyer has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) of Buyer required to be furnished to, or filed by with, the Parent SEC since January 1, 2015 (such documents, together with any documents filed with the SEC (during such period by Buyer on a voluntary basis on a Current Report on Form 8-K, being collectively referred to as the “Parent Buyer SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent Each Buyer SEC Document (i) at the time filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment), complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Buyer SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Except As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Buyer relating to the extent that information contained in any Parent Buyer SEC Document has been revised or superseded by a later Parent SEC DocumentDocuments, and none of the Parent Buyer SEC Documents contains any untrue statement is, to the Buyer’s Knowledge, the subject of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light ongoing SEC review. Each of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Buyer included or incorporated by reference in the Parent Buyer SEC Documents comply (including the related notes and schedules) (x) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been (y) was prepared in accordance with the U.S. United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (z) fairly present presented in all material respects the consolidated financial position of the Parent Buyer and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth on Section 4.08(c) of the Buyer Disclosure Schedules, there are no Liabilities of Buyer or any of its Subsidiaries required under GAAP to be reflected in (or disclosed in the Parent notes to) Buyer’s consolidated balance sheet other than Liabilities which (a) are adequately reflected or reserved against in Buyer’s consolidated unaudited balance sheet as of September 30, 2016 (or the notes thereto) as included in the Buyer SEC Documents, (b) have been incurred in the Parent has no liabilities Ordinary Course since September 30, 2016, (c) have not had or obligations of any nature (whether accruedwould not, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent individually or in the notes theretoaggregate, be reasonably expected to be material to Buyer and its Subsidiaries (taken as a whole) or (d) arise out of or in connection with this Agreement or the transactions contemplated hereby. (d) Each of the chief executive officer of Buyer and the chief financial officer of Buyer (or each former chief executive officer of Buyer and each former chief financial officer of Buyer, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Buyer SEC Documents, and the statements contained in such certifications are true and accurate. Except for For purposes of this Agreement, “chief executive officer” and “chief financial officer” will have the meanings given to such terms in SOX. None of Buyer or any of its agreement Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Buyer maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with Securities Transfer Corporation GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Buyer’s properties or assets that could have a material effect on Buyer’s financial statements. (f) Buyer is, and since January 1, 2013 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the New York Stock Exchange. (g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Buyer are reasonably designed to act as ensure that all information (both financial and non-financial) required to be disclosed by Buyer in the Parent’s stock transfer agentreports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the Parent time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Buyer to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Buyer to make the certifications required under the Exchange Act with respect to such reports. (h) Neither Buyer nor any of the Subsidiaries of Buyer is a party to, or has no financial any commitment to become a party to, any joint venture, off-balance sheet partnership or contractual obligations and liabilities any similar Contract (including any obligations Contract or arrangement relating to issue capital stock any transaction or relationship between or among Buyer and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Buyer or any of its Subsidiaries in Buyer’s or such Subsidiary’s published financial statements or other securities Buyer SEC Documents. (i) Since January 1, 2015, none of Buyer, Buyer’s independent accountants, Buyer’s Board of Directors or the audit committee of Buyer’s Board of Directors has received any oral or written notification of any (A) “significant deficiency” in the internal controls over financial reporting of Buyer, (B) “material weakness” in the internal controls over financial reporting of Buyer or (C) fraud, whether or not material, that involves management or other employees of Buyer who have a significant role in the internal controls over financial reporting of Buyer. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” will have the meanings assigned to them in Auditing Standard No. 5 of the Parent) due after Public Company Accounting Oversight Board, as in effect on the date of this Agreement. As of the date hereof. All liabilities , there is no reason to believe that Buyer’s outside auditors, chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of SOX in connection with the filing of Buyer’s Annual Report on Form 10-K for the fiscal year ending December 31, 2016. (j) No Subsidiary of Buyer is, nor has at any time since January 1, 2013, been, subject to the reporting requirements of Section 13(a) or 15(d) of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingExchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reportsParent SEC Documents since January 5, schedules2012, formspursuant to Sections 13 and 15 of the Exchange Act, statements and other documents required to be filed by the Parent with the SEC as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Schedule sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent (including exhibits and all other information incorporated therein) with the SEC since December 31, 2002 (the “"Parent SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each the Parent SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations none of the Parent SEC promulgated thereunder applicable to such Documents when filed (and if amended or superseded in a Parent SEC Document, and did not contain then on the date of such filing) 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. Except to the extent that information contained in any a Parent SEC Document has been revised or superseded by in a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoAccounting Rules, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q 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 of the Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal non-material recurring year-end audit adjustments). (c) Except (i) as set forth reflected in the financial statements included in the Parent SEC DocumentsDocuments or in the notes thereto or (ii) for liabilities incurred in connection with this Agreement, the Merger or the performance of duties and transactions provided herein, neither the Parent nor any of its Subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which, individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation aggregate, would reasonably be expected to act as have a Material Adverse Effect on the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has BellRing and its Subsidiaries have filed and furnished all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent BellRing SEC Documents”) . The BellRing SEC Documents, as of their respective effective dates (in the case of the BellRing SEC Documents that are registration statements filed pursuant to Sections 13(athe requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other of the BellRing SEC Documents), 14(a) and 15(d) or, if amended, as finally amended prior to the date of the Exchange Act. (b) As of its respective filing datethis Agreement, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act, the Securities Act and the rules ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to the BellRing SEC Documents, and regulations none of the BellRing SEC promulgated thereunder applicable to Documents as of such Parent SEC Document, and did not contain respective dates 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 the light of the circumstances under which they were made, not misleading. . (b) Except (i) as reflected or otherwise reserved against on the balance sheet of BellRing and its consolidated Subsidiaries as of June 30, 2021 (including the notes thereto) included in the BellRing SEC Documents filed by BellRing and publicly available prior to the extent that information contained date of this Agreement, (ii) for Liabilities incurred since June 30, 2021 in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none the ordinary course of business consistent with past practice; (iii) for Liabilities set forth on Section 7.5(b) of the Parent SEC Documents contains any untrue statement of BellRing Disclosure Schedule; and (iv) for Liabilities incurred under or in accordance with this Agreement and the other Transaction Agreements to which BellRing is a material fact party or omits to state any material fact in connection with the transactions contemplated hereby or thereby, BellRing has no Liabilities that would be required to be stated therein reflected or necessary in order to make the statements therein, in light reserved against on a consolidated balance sheet of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been BellRing prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in GAAP or the notes thereto) , other than as have not and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subjectwould not reasonably be expected to have, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agentaggregate, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closinga BellRing Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. (a) The Parent Premier has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent Premier with the SEC (the “Parent SEC Documents”) since its organization pursuant to Sections 13(a), 14(a14 (a) and 15(d) of the Exchange ActAct (the “Premier SEC Documents”). (b) As of its respective filing date, each Parent Premier SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Premier SEC Document, 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. Except to the extent that information contained in any Parent Premier SEC Document has been revised or superseded by a later Parent filed Premier SEC Document, none of the Parent Premier SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Premier included in the Parent Premier SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles principals (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries Premier as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent Premier SEC Documents, the Parent Premier has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent Premier or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as . (d) Since the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities date of the Parent) due after latest audited financial statements included within the date hereof. All liabilities Premier SEC Documents, except as specifically disclosed in the Premier SEC Documents, Premier has not changed its auditors and Premier does not have pending before the SEC any request for confidential treatment of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closinginformation.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) since December 31, 2011, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (the “SEC Reports”). (b) As of its respective filing date, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentReport, 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. Except to the extent that information contained in any Parent SEC Document Report has been revised or superseded by a later Parent SEC DocumentReport, none of the Parent SEC Documents Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Letter sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentparent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders Members following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed or furnished (as applicable) all reportsParent SEC Documents since December 31, schedules2016, formspursuant to Sections 13 and 15 of the Exchange Act or Section 5 of the Securities Act, statements as applicable, and applicable regulations promulgated thereunder and together with all certifications required pursuant to the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents required to be filed by the Parent with the SEC (SEC, together will all amendments thereto and including all exhibits and schedules thereto and documents incorporated by reference therein collectively the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, or in the case of Parent SEC Documents that are registration statements filed pursuant to the Securities Act, as of their respective effective dates, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents Documents: (i) have been prepared from and in accordance with, and accurately reflect, the books and records of Parent and its Subsidiaries in all material respects; (ii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, ; (iii) have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as may be indicated in the notes thereto or, for normal and recurring year-end adjustments as may be permitted by the rules and regulations of the SECSEC on Form 10-Q or Form 8-K or any successor or like form) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and (iv) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent 4.6.1 For all periods subsequent to May 2, 2008, FPM has filed all reports, schedules, forms, statements and other documents as required to be filed by the Parent SEC in a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to the expiration of any such extension), and FPM has delivered or made available to FPI all reports, schedules, forms, statements and other documents filed with or furnished to the SEC during such period (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent FPM SEC Documents”) pursuant ). As of their respective dates (or, if amended, supplemented or superseded by a filing prior to Sections 13(a)the date hereof, 14(a) and 15(d) then as of the Exchange Act. (bdate of such amendment, supplement or superseding filing) As of its respective filing date, each Parent the FPM SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent FPM SEC DocumentDocuments, and did not contain none of the FPM SEC Documents (including any and all consolidated financial statements included therein) as of such date 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent FPM included in the Parent such FPM SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), have been reviewed by an independent accountant registered with the Public Company Accounting Oversight Board and fairly and accurately present the consolidated financial position of the Parent and its consolidated subsidiaries FPM as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by FPM’s independent accountants, which are not expected to have a material adverse effect on FPM and its business). (c) 4.6.2 Except as set forth in the Parent FPM SEC Documents, at the Parent date of the most recent financial statements of FPM included in the FPM SEC Documents, FPM did not have, and since such date FPM has no not incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a except for liabilities and obligations that have been incurred since the date of the most recent balance sheet included in the FPM Financial Statements in the ordinary course of the Parent business and are not (singly or in the notes thereto. Except for aggregate) material to FPM’s business, all of which are listed on the FPM Disclosure Schedule. 4.6.3 The FPM SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither FPM nor any of its agreement officers has received any notice from the SEC or any other Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. 4.6.4 FPM is in compliance in all material respects with all of the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the provisions of the Exchange Act and the Securities Transfer Corporation to act as Act relating thereto which under the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities terms of such provisions (including any obligations the dates by which such compliance is required) have become applicable to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingFPM.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reportsParent SEC Documents, schedulespursuant to Sections 13 and 15 of the Exchange Act, forms, statements and other documents required to be filed by the Parent with the SEC as applicable (the “Parent SEC Documents”) pursuant to Sections 13(aexcept (as reflected in Exhibit A attached hereto) Form 10-K for the fiscal year ending December 31, 2014 and Forms 10-Q for the periods ending March 31, 2015 and June 30, 2015 (“Delinquent Filings”), 14(a) and 15(d) . Within 90 days of the Exchange ActClosing of this Agreement, the Parent will file the Delinquent Filings. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsDisclosure Schedule, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Schedule sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Parent with the SEC since January 1, 2012 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none Each of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with the U.S. United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except (i) as set forth reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2012 (or the notes thereto) as included in the Filed Parent SEC Documents, (ii) for liabilities and obligations incurred since December 31, 2012 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither Parent nor any Parent Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent that, individually or in the notes thereto. Except for its agreement aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect. (d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with Securities Transfer Corporation respect to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations SEC Documents, and liabilities (including any obligations to issue capital stock or other securities the statements contained in such certifications are true and accurate. For purposes of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parentthis Agreement, the Company or the Shareholders following the Closing.“chief executive

SEC Documents; Undisclosed Liabilities. (a) The Parent BBLU has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent BBLU with the SEC (the “Parent SEC Documents”) since September 11, 2010 pursuant to Sections 13(a), 14(a14 (a) and 15(d) of the Exchange Act. Act (b) the "BBLU SEC Documents"). As of its respective filing date, each Parent BBLU SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent BBLU SEC DocumentDocuments, 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. Except to the extent that information contained in any Parent BBLU SEC Document Documents has been revised or superseded by a later Parent filed BBLU SEC DocumentDocuments, none of the Parent BBLU SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent BBLU included in the Parent BBLU SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent BBLU and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) . Except as set forth in the Parent BBLU SEC DocumentsDocuments and/or incurred in the Ordinary Course of Business, the Parent BBLU has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent BBLU or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent Pubco has timely filed all reports, schedules, forms, statements and other documents as required to be filed by the Parent Securities and Exchange Commission (the “SEC”) and Pubco has delivered or made available to the Company all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent Pubco SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the Pubco SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Pubco SEC DocumentDocuments, and did not contain none of the Pubco SEC Documents (including any and all consolidated financial statements included therein) as of such date 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent subsequent filing with the SEC Document(a copy of which has been provided to the Company prior to the date of this Agreement), none of the Parent Pubco SEC Documents Documents, to the knowledge of Pubco’s management, contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Pubco included in the Parent such Pubco SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent Pubco and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by Pubco’s independent accountants). (c) . Except as set forth in the Parent Pubco SEC Documents, at the Parent date of the most recent audited financial statements of Pubco included in the Pubco SEC Documents, Pubco has no not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which, individually or in the notes thereto. Except for its agreement aggregate, could reasonably be expected to have a material adverse effect with Securities Transfer Corporation respect to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingPubco.

SEC Documents; Undisclosed Liabilities. (a) The Parent UCP has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent it with the SEC (the “Parent SEC Documents”) since September 12, 2012 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (the “SEC Reports”). (b) As of its respective filing date, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentReport, 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. Except to the extent that information contained in any Parent SEC Document Report has been revised or superseded by a later Parent SEC DocumentReport, none of the Parent SEC Documents Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent UCP included in the Parent SEC Documents Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent UCP and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Since January 1, 1997, Parent has filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent (including exhibits and all other information incorporated therein) with the SEC (the “"Parent SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each the Parent SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and did not contain none of the Parent SEC Documents when filed (as amended and restated and as supplemented by subsequently filed Parent SEC Documents) 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q 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 of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). . Except (ci) Except as set forth reflected in such financial statements or in the notes thereto or (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, neither Parent SEC Documents, the Parent nor any of its subsidiaries has no any liabilities or obligations of any nature (whether accruedwhich, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the aggregate, would have a material adverse effect on Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent Purchaser has filed all required reports, schedules, formsforms and registration, statements proxy and other documents required to be filed by the Parent statements with the SEC since January 1, 2000 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent "SEC Documents”) "). None of Purchaser's subsidiaries are required to file periodic reports with the SEC pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing datedates (in the case of all other SEC Documents), each Parent the SEC Document Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and did not contain none of the SEC Documents as of such respective dates 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent later-filed SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Purchaser included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by indicated in the rules and regulations of the SECnotes thereto) 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 Parent Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments none of which has been or will be, individually or in the aggregate, material). (b) Purchaser is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the Parent SEC DocumentsDocuments filed prior to the date hereof or in Section 6.5(c) of the Purchaser Disclosure Schedule, or for events (or series of related matters) as to which the Parent amounts involved do not exceed $60,000, since the filing of Purchaser's proxy statement dated July 22, 2002, to Purchaser's Knowledge, no event has no occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither Purchaser nor any of its subsidiaries nor, to Purchaser's knowledge, any director, officer, agent, employee or other Person acting on behalf of Purchaser or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither Purchaser nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of Purchaser prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on a the unaudited balance sheet of Purchaser and its subsidiaries as of June 30, 2003 (the Parent "Balance Sheet Date") (including the notes thereto) included in Purchaser's Report on Form 10-Q for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the notes thereto. Except for its agreement aggregate, a Purchaser Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations negotiating this Agreement and liabilities (including any obligations to issue capital stock or other securities a reasonable estimate of which is set forth in Section 6.5(d) of the ParentPurchaser Disclosure Schedule, and (iv) due incurred after the date hereof. All liabilities of Balance Sheet Date not in the Parent shall have been paid off and shall ordinary course that are in no event remain liabilities of the Parentaggregate, the Company or the Shareholders following the Closingimmaterial in amount.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed filed, in a timely manner, all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) since March 28, 2008 pursuant to Sections 13(a), 14(a14 (a) and 15(d) of the Exchange ActAct (“Parent SEC Documents”). (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsDocuments or the Parent Financial Statements, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Letter sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentparent) due after the date hereof. All As of the date hereof the Parent has total liabilities of the Parent less than $25,000, all of which liabilities shall have been be paid off at or prior to the Initial Closing and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent Deerfield has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent it with the SEC (the “Parent SEC Documents”) since December 26, 2006, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (the "SEC Reports"). (b) As of its respective filing date, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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 misleadingReport. Except to the extent that information contained in any Parent SEC Document Report has been revised or superseded by a later Parent SEC DocumentReport, none of the Parent SEC Documents Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Deerfield included in the Parent SEC Documents Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent Deerfield and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsReports, the Parent Deerfield has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP U.S. generally accepted accounting principles to be set forth on a balance sheet of the Parent Deerfield or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has There are no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentsecurities) due after the date hereof. All liabilities of the Parent Deerfield shall have been paid off and shall in no event remain liabilities of the ParentDeerfield, the Company Leading Asia or the Shareholders Shareholder following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) Documents for the prior two years, pursuant to Sections 13(a), 14(a) 13 and 15(d) 15 of the Exchange Act, as applicable. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles International Financial Reporting Standards (“GAAPIFRS”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP IFRS to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no SEC Documents sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (ai) The Parent VeraSun has filed (or, where permitted, furnished) all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed (or furnished) under the Securities Act, the Exchange Act or SOX by the Parent VeraSun or any of its Subsidiaries with the SEC since June 1, 2006 (such documents, together with any documents filed during such period by VeraSun with the SEC on a voluntary basis on Current Reports on Form 8-K, collectively, the “Parent VeraSun SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the VeraSun SEC Document Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and SOX, in each case to the rules and regulations of the SEC promulgated thereunder extent applicable to such Parent VeraSun SEC DocumentDocuments, and did not contain none of the VeraSun SEC Documents when filed (and, in the case of any registration statement under the Securities Act, at the time it was declared effective) 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. Except to the extent that information contained in any Parent VeraSun SEC Document has been revised revised, amended, supplemented or superseded by a later Parent filed VeraSun SEC Document, none of the Parent VeraSun SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent VeraSun included in the Parent VeraSun SEC Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoAccounting Rules, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules Form 10-Q and regulations Regulation S-X 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 of the Parent VeraSun and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustmentsadjustments and the absence of footnotes if applicable). . Except for liabilities and obligations (ci) Except as set forth reflected or reserved against in the Parent most recent balance sheet (or described in the notes thereto) of VeraSun included in the VeraSun Filed SEC Documents, (ii) incurred in connection with this Agreement or the Parent US BioEnergy Shareholders Agreement or the transactions contemplated by this Agreement or the US BioEnergy Shareholders Agreement or (iii) incurred since September 30, 2007, in the ordinary course of business, neither VeraSun nor any of its Subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent that, individually or in the notes theretoaggregate, have had or are reasonably likely to have a Material Adverse Effect on VeraSun. (ii) Each of the principal executive officer of VeraSun and the principal financial officer of VeraSun (or each former principal executive officer of VeraSun and each former principal financial officer of VeraSun, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to VeraSun SEC Documents, and the statements contained in such certifications are true and accurate. Except for For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither VeraSun nor any of its agreement Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iii) VeraSun’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by VeraSun in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to VeraSun’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of VeraSun required under the Exchange Act with Securities Transfer Corporation respect to act as such reports. Prior to the Parentdate of this Agreement, VeraSun’s stock transfer agentoutside auditors and the audit committee of the Board of Directors of VeraSun have not been advised of (A) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which could reasonably be expected to adversely affect VeraSun’s ability to record, the Parent has no process, summarize and report financial information or contractual obligations and liabilities (including B) any obligations to issue capital stock fraud, whether or not material, that involves management or other securities employees who have a significant role in VeraSun’s internal control over financial reporting. Since December 31, 2006, any material change in internal control over financial reporting required to be disclosed in any VeraSun SEC Document has been so disclosed. (iv) None of VeraSun’s Subsidiaries is, or has at any time since June 1, 2006, been, subject to the reporting requirements of Sections 13(a) or 15(d) of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingExchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC SEC, pursuant to Sections 13 and 15 of the Exchange Act, as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the filed Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Letter sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentparent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders Shareholder following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent (including exhibits and all other information incorporated therein) with the SEC since December 31, 2001 (the “"Parent SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each the Parent SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations none of the Parent SEC promulgated thereunder applicable to such Documents when filed (and if amended or superseded in a Parent Filed SEC Document, and did not contain then on the date of such filing) 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. Except to the extent that information contained in any a Parent SEC Document has been revised or superseded by in a later Parent Filed SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoAccounting Rules, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q 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 of the Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal non-material recurring year-end audit adjustments). (c) Except (i) as set forth reflected in the financial statements included in the Parent SEC DocumentsDocuments or in the notes thereto or (ii) for liabilities incurred in connection with this Agreement or the Transactions, neither the Parent nor any of its Subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which, individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation aggregate, would reasonably be expected to act as have a Material Adverse Effect on the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed or furnished (as applicable) all reportsParent SEC Documents for the prior two (2) fiscal years, schedulespursuant to Sections 13 and 15 of the Exchange Act or Section 5 of the Securities Act, formsas applicable, statements and applicable regulations promulgated thereunder and together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents required to be filed by the Parent with the SEC (SEC, together will all amendments thereto and including all exhibits and schedules thereto and documents incorporated by reference therein collectively the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, or in the case of Parent SEC Documents that are registration statements filed pursuant to the Securities Act, as of their respective effective dates, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents Documents: (i) have been prepared from and in accordance with, and accurately reflect, the books and records of Parent and its Subsidiaries in all material respects; (ii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, ; (iii) have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as may be indicated in the notes thereto or, for normal and recurring year-end adjustments as may be permitted by the rules and regulations of the SECSEC on Form 10-Q or Form 8-K or any successor or like form) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and (iv) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsDocuments or the Parent Disclosure Schedule, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no SEC Documents set forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities . (d) There are no “off balance sheet arrangements,” as defined in Item 303 of Regulation S-K under the Securities Act, to which Parent or any Subsidiary of the Company is a party. (e) The Parent shall have been paid off Disclosure Schedule describes all outstanding payables and shall the aging of such payables. (f) Except for outstanding payables listed in the Parent Disclosure Schedule Parent has no event remain liabilities Indebtedness as of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent Pubco has timely filed all reports, schedules, forms, statements and other documents as required to be filed by the Parent Securities and Exchange Commission (the “SEC”) and Pubco has delivered or made available to the Company all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent Pubco SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the Pubco SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Pubco SEC Document, 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 misleadingDocuments. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent subsequent filing with the SEC Document(a copy of which has been provided to the Company prior to the date of this Agreement), none of the Parent Pubco SEC Documents Documents, to the knowledge of Pubco’s management, contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Pubco included in the Parent such Pubco SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent Pubco and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by Pubco’s independent accountants). (c) . Except as set forth in the Parent Pubco SEC Documents, at the Parent date of the most recent audited financial statements of Pubco included in the Pubco SEC Documents, Pubco has no not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which, individually or in the notes thereto. Except for its agreement aggregate, could reasonably be expected to have a material adverse effect with Securities Transfer Corporation respect to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingPubco.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed Ticketmaster SEC Documents include all reports, schedules, forms, statements, registration statements, prospectuses, proxy statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Parent Ticketmaster with the SEC (the “Parent SEC Documents”) since January 1, 2008, together with all certifications required pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActSOX. (b) As of its respective filing date, each Parent Each Ticketmaster SEC Document (i) at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), complied in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Ticketmaster SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none Each of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Ticketmaster included in the Parent Ticketmaster SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Parent Ticketmaster and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). Ticketmaster is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NASDAQ Global Select Market. (c) Except (i) as set forth reflected or reserved against in Ticketmaster's consolidated audited balance sheet as of December 31, 2007 (or the notes thereto) as included in the Parent Ticketmaster SEC Documents, (ii) for liabilities and obligations incurred in the Parent ordinary course of business consistent with past practice since December 31, 2007 or in connection with or contemplated by this Agreement or (iii) for liabilities and obligations that, individually or in the aggregate, have not had or would not reasonably be expected to have a Ticketmaster Material Adverse Effect, neither Ticketmaster nor any Ticketmaster Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). (d) Each of the chief executive officer of Ticketmaster and the chief financial officer of Ticketmaster (or each former chief executive officer of Ticketmaster and each former chief financial officer of Ticketmaster, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Ticketmaster SEC Documents, and the statements contained in such certifications are true and accurate. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the enactment of SOX, none of Ticketmaster or any of the Ticketmaster Subsidiaries has outstanding, or has arranged any outstanding, "extensions of credit" to directors or executive officers within the meaning of Section 402 of SOX. (e) Ticketmaster maintains a system of "internal control over financial reporting" (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Ticketmaster's assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that Ticketmaster's receipts and expenditures are being made only in accordance with authorizations of Ticketmaster's management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Ticketmaster's assets that could have a material effect on Ticketmaster's financial statements. (f) The "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Ticketmaster are reasonably designed to ensure that all information (both financial and non-financial) required by GAAP to be set forth on disclosed by Ticketmaster in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Ticketmaster, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Ticketmaster to make the certifications required under the Exchange Act with respect to such reports. (g) Neither Ticketmaster nor any of the Ticketmaster Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet of the Parent partnership or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities any similar Contract (including any obligations Contract or arrangement relating to issue capital stock any transaction or relationship between or among Ticketmaster and any of the Ticketmaster Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Ticketmaster or any of the Ticketmaster Subsidiaries in Ticketmaster's or such Ticketmaster Subsidiary's published financial statements or other securities Ticketmaster SEC Documents. (h) Since January 1, 2008, none of Ticketmaster, Ticketmaster's independent accountants, the Ticketmaster Board or the audit committee of the ParentTicketmaster Board has received any oral or written notification of any (i) due after "significant deficiency" in the internal controls over financial reporting of Ticketmaster, (ii) "material weakness" in the internal controls over financial reporting of Ticketmaster or (iii) fraud, whether or not material, that involves management or other employees of Ticketmaster who have a significant role in the internal controls over financial reporting of Ticketmaster. (i) None of the Ticketmaster Subsidiaries is, or has at any time since January 1, 2007 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (j) Since January 1, 2008, no attorney representing Ticketmaster or any of the Ticketmaster Subsidiaries, whether or not employed by Ticketmaster or any Ticketmaster Subsidiary, has reported to the chief legal counsel or chief executive officer of Ticketmaster evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Ticketmaster or any of its officers, directors, employees or agents pursuant to Section 307 of SOX. (k) Since January 1, 2008, to the Knowledge of Ticketmaster, no employee of Ticketmaster or any of the Ticketmaster Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of SOX by Ticketmaster or any of the Ticketmaster Subsidiaries. (l) To the Knowledge of Ticketmaster, none of the Ticketmaster SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. Ticketmaster has made available to Live Nation true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 through the date hereofof this Agreement relating to the Ticketmaster SEC Documents and all written responses of Ticketmaster thereto through the date of this Agreement other than with respect to requests for confidential treatment. All liabilities As of the Parent shall have been paid off and shall date of this Agreement, there are no outstanding or unresolved comments in no event remain liabilities comment letters received from the SEC staff with respect to any Ticketmaster SEC Documents other than confidential treatment requests. To the Knowledge of Ticketmaster, as of the Parentdate of this Agreement, the Company there are no SEC inquiries or the Shareholders following the Closinginvestigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Ticketmaster.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed pursuant to Sections 13 and 15 of the Exchange Act, as applicable by the Parent with the SEC (the “Parent SEC Documents”) pursuant to Sections 13(a)since November 29, 14(a) and 15(d) of the Exchange Act2006. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents (the “Parent Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsFinancial Statements, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Scheduled SEC Documents and Parent Financial Statements set forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since July 31, 2003, pursuant to Sections 13(a), 14 (a) and 15(d) of the Exchange Act (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Filed Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Letter sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentparent) due after the date hereof. All As of the date hereof the Parent has total liabilities of the Parent less than $5,000, all of which liabilities shall have been be paid off at or prior to the Closing and shall in no event remain liabilities of the Parent, the Company or the Shareholders Stockholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent Buyer has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent Buyer with the SEC (the “Parent SEC Documents”) since April 10, 2008, pursuant to Sections 13(a), 14(a14 (a) and 15(d) of the Exchange ActAct (the "Buyer SEC Documents"). (b) As of its respective filing date, each Parent Buyer SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Buyer SEC Document, 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. Except to the extent that information contained in any Parent Buyer SEC Document has been revised or superseded by a later Parent filed Buyer SEC Document, none of the Parent Buyer SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Buyer included in the Parent Buyer SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial financial. position of the Parent Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent Filed Buyer SEC Documents, the Parent Buyer has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent Buyer or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent it with the SEC since January 1, 2004 (collectively, and in each case including all exhibits, schedules and amendments thereto and documents incorporated by reference therein, the “Parent SEC Documents”) pursuant ). No Subsidiary is required to Sections 13(a)file any report, 14(a) and 15(d) of schedule, form, statement or other document with the Exchange Act. (b) SEC. As of its their respective filing datedates, each Parent the SEC Document Documents complied in all material respects with the any applicable requirements of the Exchange Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the rules and regulations promulgated thereunder, as the case may be, and none of the SEC promulgated thereunder applicable to Documents (including any and all financial statements included therein) as of such Parent SEC Document, and did not contain dates 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none The audited consolidated balance sheet of the Parent SEC Documents contains any untrue statement Company as of a material fact or omits to state any material fact required to be stated therein or necessary in order to make December 31, 2004, and the statements therein, in light of the circumstances under which they were made, not misleading. The related audited consolidated financial statements of income and cash flows for the Parent included in year then ended (the Parent “SEC Documents Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods period involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Parent Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in then ended. Neither the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent Company nor any Subsidiary has no liabilities any liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP GAAP, if known, to be set forth reflected or reserved against on a balance sheet of the Parent financial statement (or in the notes thereto) except liabilities or obligations (i) disclosed in the SEC Financial Statements, (ii) incurred in connection with the transactions contemplated by this Agreement, (iii) incurred after December 31, 2004 in the ordinary course of business and consistent with past practice, or (iv) described in the SEC Documents. Except for its agreement with Securities Transfer Corporation If, at any time prior to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the ParentEffective Time, the Company shall obtain knowledge of any material facts that would require supplementing or amending any of the Shareholders following foregoing documents in order to make the Closingstatements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of the Company. (b) The management of the Company has designed disclosure controls (as defined in Rule 13a-5 under the Exchange Act) and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities.

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed timely filed, or furnished, as applicable, all required reports, schedules, forms, registration statements and other documents required to be filed by with the Parent SEC since January 1, 2010 (the “Company SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the “Parent SEC Documents”) pursuant to Sections 13(adate hereof, as of the date of such filing), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent Company SEC Document Documents complied in all material respects respects, with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents when filed 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents comply (including any related notes thereto), including the Company Financial Statements, complied as to form form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) involved, and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries Company as of the respective dates thereof and the consolidated results of their operations its operations, changes in stockholders’ equity and cash flows for the respective periods shown (subjectindicated, except that the unaudited consolidated financial statements included in the case of unaudited statements, Company Financial Statements do not contain footnotes and are subject to normal recurring year-end audit adjustments, which will not, individually or in the aggregate, be material. The Company has established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and has designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. (b) The Company keeps books, records and accounts that, in reasonable detail, accurately and fairly reflect the transactions and acquisitions and dispositions of assets of the Company. The Company has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting of the Company that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company. (c) Except as set forth for (i) those liabilities that are fully reflected or reserved for in the Parent SEC Documentsconsolidated financial statements of the Company included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC, or the unaudited consolidated financial statements of the Company for the two (2) months ended February 28, 2013, a true, correct and complete copy of which has been delivered to ANI, in each case prior to the date of this Agreement (together, the Parent “Company Financial Statements”), (ii) liabilities incurred since February 28, 2013, in the ordinary course of business consistent with past practice and not arising out of any breach of its material obligations under any Company Contract, (iii) liabilities (other than as a result of a breach of contract, breach of warranty, product liability, tort or intellectual property infringement or violation of Applicable Law or an Action) which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (iv) liabilities incurred pursuant to the transactions contemplated by this Agreement, and (v) liabilities or obligations discharged or paid in full prior to the date of this Agreement in the ordinary course of business consistent with past practice, the Company does not have, and since December 31, 2012, the Company does not have outstanding and has no not incurred (except as permitted by Section 5.2), any liabilities or obligations of any nature whatsoever (whether accrued, absolute, material, determined, contingent or otherwiseotherwise and whether or not required to be reflected in the Company’s Financial Statements in accordance with GAAP). (d) As of the date hereof, the Company projects that as of July 31, 2013, it will have Net Cash as set forth in Section 4.4(d) of the Company Disclosure Schedule, which projection has been made in good faith, based on the reasonable expectations of the Company. As of the date hereof, all remaining costs associated with the Company’s LibiGel® program (including the completion and/or conclusion of any clinical trials, safety studies or other research studies) and the cost of keeping in effect any related product liability and/or similar insurance policies providing coverage for personal injury claims arising out of such trials for the remaining statute of limitations thereof are set forth in Section 4.4(d) of the Company Disclosure Schedule and are included in the Net Cash calculation as of July 31, 2013. (e) As of the date hereof, the Company does not have any material payables or other material payment obligations or liabilities under any contract or otherwise in each case of a nature that would require them to be included in the calculation of Net Cash, except those that have been taken into consideration in the calculations of Net Cash provided herein. (f) The Company’s external auditors have not identified to the Company any material weaknesses in the Company’s internal controls impacting on the reliability of the Company Financial Statements. (g) No financial statements of any Person other than the Company are required by GAAP to be set forth on a balance sheet of the Parent or included in the notes theretoCompany Financial Statements. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parentrequired by GAAP, the Company has not, between the last day of its most recently ended fiscal year and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on such last day of its most recently ended fiscal year. The Company has not had any material dispute with any of its auditors regarding accounting matters or policies during any of its past three (3) full fiscal years or during the Shareholders following current fiscal year and the ClosingCompany has no reason to believe that there will be an adjustment to, or any restatement of, the Company Financial Statements. No current or former independent auditor for the Company has resigned or been dismissed from such capacity as a result of or in connection with any disagreement with the Company on a matter of accounting practices. The Company Financial Statements were prepared from, and are consistent with, the accounting records of the Company. The Company has also delivered to the Company copies of all letters from the Company’s auditors to the Company Board or audit committee thereof since January 1, 2010, together with copies of all responses thereto.

SEC Documents; Undisclosed Liabilities. (a) The Parent has Patriot and OPCO have -------------------------------------- filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since January 1, 1996 (the “Parent "Patriot SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the Patriot SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Patriot SEC DocumentDocuments, and did not contain none of the Patriot SEC Documents when filed 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. Except to the extent that information contained in any Parent Patriot SEC Document has been revised or superseded by a later Parent Patriot Filed SEC Document, as of the date hereof none of the Parent Patriot SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Patriot and OPCO included in the Parent Patriot SEC Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q 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 of the Parent Patriot and its OPCO and their respective consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). . Except (ci) Except as set forth reflected in such financial statements or in the Parent SEC Documentsnotes thereto, (ii) as contemplated hereunder, (iii) for liabilities incurred in connection with this Agreement or the Parent transactions contemplated hereby (including without limitation financing relating to the transactions contemplated hereby), and (iv) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither Patriot, OPCO nor any of their respective Subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) ), including liabilities arising under any Environmental Laws, required by GAAP generally accepted accounting principles to be set forth on reflected in a consolidated balance sheet of the Parent Patriot and OPCO and their respective consolidated Subsidiaries and which, individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation aggregate, could reasonably be expected to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closinga Patriot MAE.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC pursuant to Sections 13 and 15 of the Exchange Act, as applicable (the “SEC Documents”, and all such documents filed with the SEC in the past two (2) years, the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent filed SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent contingent, or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no SEC Documents set forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated by reference therein) required to be filed by the Parent Company with the SEC since December 31, 2007 (such documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Form 8-K or otherwise, the “Parent Company SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its their respective filing datedates, each Parent the Company SEC Document Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentDocuments, 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. Except to the extent that information contained in any Parent Company SEC Document has been revised or superseded by a later Parent filed Company SEC Document, none of the Parent Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent Company SEC Documents (excluding any disclosures in any “risk factors” section or any disclosures that are forward-looking or predictive in nature) filed and publicly available not less than two business days prior to the date of this Agreement (the “Filed Company SEC Documents”), neither the Parent Company nor any Company Subsidiary has no any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) ), whether or not required by GAAP to be set forth on a consolidated balance sheet of the Parent Company and its consolidated subsidiaries or in the notes thereto. (d) None of the Company Subsidiaries is, or has at any time been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (e) Each of the principal executive officer and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Documents, and the statements contained in such certifications are true and correct. Except for its agreement For purposes of the preceding sentence hereof, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (f) The Company has not received any oral or written notification of a (i) “significant deficiency” or (ii) “material weakness” in the Company’s and the Company Subsidiaries’ internal controls, and, to the knowledge of the Company, there is no set of circumstances that could reasonably be expected to result in a “significant deficiency” or “material weakness” in the internal controls of the Company or any of the Company Subsidiaries that is required to file reports with Securities Transfer Corporation to act as the Parent’s stock transfer agentSEC under the Exchange Act. For purposes of this Agreement, the Parent terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in the Release 2004-001 of the Public Company Accounting Oversight Board, as in effect on the date hereof. (g) Neither the Company nor any of the Company Subsidiaries is a party to, or has no financial any commitment to become a party to, any joint venture, off-balance sheet, partnership or contractual obligations and liabilities any similar contract or arrangement (including any obligations contract or arrangement relating to issue capital stock any transaction or other securities relationship between or among the Company and any of the ParentCompany Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) due after the date hereof. All liabilities or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the Parent shall have been paid off SEC). (h) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and shall in no event remain liabilities 15d-15(f) of the ParentExchange Act) sufficient to provide reasonable assurance (A) regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (B) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (C) that receipts and expenditures of the Company are being made only in accordance with the authorization of management and directors of the Company and (D) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (i) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of the Company are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (j) The Company is in material compliance with the applicable provisions of SOX, the rules and regulations of the SEC adopted in connection therewith, and the applicable listing standards and corporate governance rules of the NASDAQ. (k) Since December 31, 2006, neither the Company, any of the Company Subsidiaries nor, to the knowledge of the Company, any Representative of the Company or any of the Shareholders following Company Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the Closingaccounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or its internal controls, including any complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices. Since December 31, 2006, no person has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents, to the Company Board, any committee thereof or to any director or officer of the Company.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reportsParent SEC Documents, schedulespursuant to Sections 13 and 15 of the Exchange Act, forms, statements and other documents required to be filed by the Parent with the SEC as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsDisclosure Schedule, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Schedule sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off or released and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all required reports, schedules, forms, statements forms and other documents required to be filed by the Parent with the SEC since January 1, 1997 (the “"Parent SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments. To Parent=s Knowledge, and did not contain none of the Parent SEC Documents contains any untrue statement of a material fact or omit omits 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. Except , except to the extent that information contained in any Parent SEC Document has such statements have been revised modified or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The consolidated financial statements of the Parent included in the Parent SEC Documents comply complies as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes thereto) and fairly present present, in all material respects, the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the respective periods shown indicated therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) . Except as set forth in the Filed Parent SEC Documents, Documents (as defined in Section 4.09) or in Section 4.07 of the Parent Disclosure Schedule, neither the Parent nor any Parent Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, 36 contingent or otherwise) required by GAAP generally accepted accounting principles to be set forth on a consolidated balance sheet of the Parent and the consolidated Parent Subsidiaries or in the notes thereto. Except for its agreement with Securities Transfer Corporation filed as a part thereof and which, individually or in the aggregate, would reasonably be expected to act as the have a Material Adverse Effect on Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities . (including any obligations to issue capital stock or other securities of the Parentc) due after the date hereof. All liabilities None of the Parent shall have been paid off and shall in no event remain liabilities Subsidiaries is independently subject to the informational reporting requirements of the Parent, the Company or the Shareholders following the ClosingExchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Parent and each of its subsidiaries that is required to file any registration statement, prospectus, report, schedule, form, statement or other document with the SEC, has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by the Parent it with the SEC (collectively, and in each case including all exhibits, schedules and amendments thereto and documents incorporated by reference therein, the “Parent SEC Documents”) pursuant to Sections 13(a)since December 31, 14(a) and 15(d) of the Exchange Act. (b) 2008. As of its their respective filing datedates, each the Parent SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and did not contain none of the Parent SEC Documents (including any and all financial statements included therein) as of such dates 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents (the “Parent SEC Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by the rules and regulations Form 10-Q 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 of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (c) Except as set forth in the . Since December 31, 2008, neither Parent SEC Documents, the Parent nor any of its subsidiaries has no incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP required, if known, to be reflected or reserved against on a consolidated balance sheet of Parent prepared in accordance with GAAP except (i) as and to the extent set forth on a the audited balance sheet of Parent and its subsidiaries as of December 31, 2008 (including the notes thereto) included in the Parent SEC Documents, (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 2008 in the ordinary course of business and consistent with past practice, (iv) as described in the Parent SEC Documents filed since December 31, 2008 (such SEC Documents, excluding any exhibits thereto or documents incorporated by reference therein, the “Parent Recent SEC Documents”), or (v) as would not, individually or in the notes theretoaggregate, have a Parent Material Adverse Effect. Except for its agreement with Securities Transfer Corporation If, at any time prior to act as the Parent’s stock transfer agentEffective Time, the Parent has no financial shall obtain knowledge of any material facts that would require supplementing or contractual obligations and liabilities (including amending any obligations to issue capital stock or other securities of the Parent) due after foregoing documents in order to make the date hereof. All liabilities statements therein, in the light of the Parent circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall have been paid off and shall in no event remain liabilities be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The . (a) Parent has filed or furnished, as applicable, on a timely basis, with the SEC all reports, schedules, forms, statements and other documents required to be filed or furnished by the Parent with the SEC pursuant to the Securities Act or the Exchange Act since September 30, 2021 (the reports, schedules, forms, statements and other documents filed or furnished to the SEC since September 30, 2021 and those filed or furnished to the SEC subsequent to the date of this Agreement, including any amendments thereto, collectively, the “Parent SEC Documents”) ). As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to Sections 13(athe requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Parent SEC Documents), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act and Act, as the rules and regulations of the SEC promulgated thereunder case may be, applicable to such Parent SEC DocumentDocuments, and did not contain none of the Parent SEC Documents as of such respective dates (or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended) 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent SSKY has filed filed, in a timely manner, all reports, schedules, forms, statements and other documents required to be filed by the Parent SSKY with the SEC (the “Parent SEC Documents”) since August 31, 2008 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act1934 Act (“SSKY SEC Documents”). (bi) As of its respective filing date, each Parent SSKY SEC Document complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SSKY SEC Document, 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. Except to the extent that information contained in any Parent SSKY SEC Document has been revised or superseded by a later Parent filed SSKY SEC Document, none of the Parent SSKY SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (cii) Except as set forth in the Parent SSKY SEC DocumentsDocuments or SSKY Financial Statements, the Parent SSKY has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent SSKY or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no SSKY Disclosure Letter sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the ParentSSKY) due after the date hereof. All As of the date hereof SSKY has total liabilities of the Parent less than [$25,000], [all] of which liabilities shall have been be paid off at or prior to the Closing and shall in no event remain liabilities of the ParentSSKY, the Company ecoTECH or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed filed, in a timely manner, all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) since March 28, 2008 pursuant to Sections 13(a), 14(a) ), and 15(d) of the Exchange ActAct (“Parent SEC Documents”). (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsDocuments or the Parent Financial Statements, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Letter sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentparent) due after the date hereof. All As of the date hereof the Parent has total liabilities of the Parent less than $25,000, all of which liabilities shall have been be paid off at or prior to the Closing and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has --------------------------------------- filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since January 1, 1998 (the “"Parent SEC ---------- Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each . Each Parent SEC Document complied in all material respects as of --------- its respective date with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and did except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) . Except as set forth in the Filed Parent SEC Documents, Documents (as defined in Section 4.08) or the Parent Disclosure Letter or incurred after the date hereof in the usual, regular and ordinary course of business in substantially the same manner as previously conducted and not prohibited by this Agreement, 39 neither Parent nor any Parent Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Parent and its consolidated subsidiaries or in the notes theretothereto and that, individually or in the aggregate, could reasonably be expected to have a Parent Material Adverse Effect. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities None of the Parent shall have been paid off Subsidiaries is, or has at any time since January 1, 1998 been, subject to the reporting requirements of Sections 13(a) and shall in no event remain liabilities 15(d) of the Parent, the Company or the Shareholders following the ClosingExchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Parent YzApp has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent it with the SEC (the “Parent SEC Documents”) since January 2, 2004 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (the “SEC Reports”). (b) As of its respective filing date, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentReport, 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. Except to the extent that information contained in any Parent SEC Document Report has been revised or superseded by a later Parent SEC DocumentReport, none of the Parent SEC Documents Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent YzApp included in the Parent SEC Documents Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent YzApp and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsReports or in the YzApp Disclosure Letter, the Parent YzApp has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP U.S. generally accepted accounting principles to be set forth on a balance sheet of the Parent YzApp or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has There are no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentparent) due after the date hereof. All liabilities of the Parent YzApp shall have been paid off and shall in no event remain liabilities of the ParentYzApp, the Company New Resources or the Shareholders Shareholder following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the The Parent with the SEC since December 31, 2003, pursuant to Sections 13(a), 14 (a) and 15(d) of the Exchange Act (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the The Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles principals (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the The Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Filed Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, Section 4.06(c) of the Parent has no Disclosure Schedule, sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All As of the date hereof the Parent has total liabilities of the Parent less than $10,000, all of which liabilities shall have been be paid off at or prior to the Closing and shall in no event remain liabilities of the Parent, the Company or the Shareholders Stockholders following the Closing. (d) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in the Filed Parent SEC Documents or in Section 4.06(d) of the Parent Disclosure Schedule, the Parent has not changed its auditors and the Parent does not have pending before the SEC any request for confidential treatment of information.

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed with the SEC all reports, schedules, forms, statements and other documents required pursuant to be filed the Securities Act and the Exchange Act since January 1, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the Parent with "SEC Documents"). As of their respective dates, the SEC (the “Parent SEC Documents”) pursuant Documents complied as to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied form in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments. As of their respective dates, (i) none of the SEC Documents (including any and did not contain all financial statements included therein) filed pursuant to the Securities Act or any rule or regulation thereunder 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 not misleading and (ii) none of the SEC Documents (including any and all financial statements included therein) filed pursuant to the Exchange Act or any rule or regulation thereunder contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent filed SEC Document, none of the Parent SEC Documents (including any and all financial statements included therein) contains any untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Company included in the Parent all SEC Documents filed since January 1, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly financial statements, as permitted by the rules and regulations Form 10-Q of the SEC) ), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and ). The SEC Financial Statements fairly present the consolidated financial position of the Parent Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end recurring audit adjustments). (c) . Except as set forth disclosed in Section 3.01(e) of the Parent SEC DocumentsCompany Disclosure Schedule, as of the Parent date hereof, neither the Company nor any of its Subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP generally accepted accounting principles to be set forth recognized or disclosed on a consolidated balance sheet of the Parent Company and its Subsidiaries or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as , except (i) liabilities reflected in the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities audited consolidated balance sheet of the Parent) due after the date hereof. All liabilities Company as of the Parent shall have been paid off and shall in no event remain liabilities of the ParentJune 30, the Company 1997 or the Shareholders following notes thereto (the Closing"1997 Balance Sheet") included in the SEC Documents, (ii) liabilities disclosed in any Recent SEC Document and (iii) liabilities incurred since June 30, 1997 in the ordinary course of business consistent with past practice.

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed all reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (“SEC”) required to be filed by the Parent with the SEC Company since December 29, 2007 (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates of filing, each Parent the SEC Document Documents (including any financial statements or schedules included therein) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) applicable to such SEC Documents, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentthereto, and did not contain except to the extent amended or superseded by a subsequent filing with the SEC prior to the date hereof, none of the SEC Documents 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. Except No Company Subsidiary is subject to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none reporting requirements of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingExchange Act. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Parent Company included in the Parent SEC Documents comply when filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations 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 of the Parent Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments that have not been and are not expected to be individually or in the aggregate material to the Company). Neither the Company nor any of the Company Subsidiaries has any Indebtedness, liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise) of any nature (collectively, “Liabilities”), except Liabilities (i) to the extent reflected or reserved against in the consolidated balance sheet of the Company as of July 3, 2010 (or the notes thereto) included in the Filed SEC Documents, (ii) that are incurred in connection with the transactions contemplated by this Agreement, (iii) that relate to Taxes (which are covered by Section 4.11 hereof) or (iv) that are incurred after July 3, 2010 in the ordinary course of business consistent with past practice. (b) Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (c) Except The Company maintains a system of “internal control over financial reporting” (as set forth defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (A) regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (B) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (C) that receipts and expenditures of the Company are being made only in accordance with the authorization of management and directors of the Company and (D) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of the Company are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the Parent SEC Documentsreports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (e) Since December 29, 2007, the Parent Company has no liabilities not received any oral or obligations written notification of any nature (whether accruedx) “significant deficiency” or (y) “material weakness” in the Company’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” which the Company’s independent accountants certify has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, absolute, contingent or otherwise) required by GAAP the terms “significant deficiency” and “material weakness” shall have the meanings assigned to be set forth on a balance sheet them in Release 2004-001 of the Parent or Public Company Accounting Oversight Board, as in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after effect on the date hereof. All liabilities As of the Parent shall have been paid off and shall in no event remain liabilities date hereof, to the Knowledge of the ParentCompany, there is no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of SOX, without qualification, when next due. (f) To the Knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of any ongoing SEC review, outstanding SEC comment or the Shareholders following the Closingoutstanding SEC investigation.

SEC Documents; Undisclosed Liabilities. (a) The Parent has timely filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) Documents for the prior two fiscal years and the current year, pursuant to Sections 13(a), 14(a) 13 and 15(d) 15 of the Exchange Act, as applicable. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder, in each case applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). To the Parent’s knowledge, none of its filings with the SEC is the subject of an ongoing SEC review, inquiry or investigation, and there are no outstanding or unresolved SEC comments related to such filings. (c) Except as set forth in the Parent SEC DocumentsDocuments or on Schedule 4.06, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act The Parent SEC Documents, as the Parent’s stock transfer agent, the Parent has no modified by Schedule 4.06 sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) As of the date hereof, the Parent is not current with its filings with the SEC. The Parent has shall have filed all reportsParent SEC Documents, schedulespursuant to Sections 13 and 15 of the Exchange Act, forms, statements and other documents required to be filed by the Parent with the SEC as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of on or before the Exchange ActClosing Date. (b) As of its respective filing date, each Parent SEC Document complied or will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and did not or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsDisclosure Schedule, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Schedule sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingClosing except as set forth in the Parent Disclosure Schedule.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) SEC, pursuant to Sections 13(a), 14(a) 13 and 15(d) 15 of the Exchange Act, as applicable (the "Parent SEC Documents"). (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the filed Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Letter sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentparent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders Shareholder following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reportsParent SEC Documents since July 17, schedules2008, formspursuant to Sections 13 and 15 of the Exchange Act, statements and other documents required to be filed by the Parent with the SEC as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Schedule sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Except as set forth in disclosure schedule 6.02(f), Parent has filed all reports, schedules, forms, statements and other documents as required to be filed by the U.S. Securities and Exchange Commission (the “SEC”) and Parent has delivered or made available to Company all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each . The Parent SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentdocuments, and did not contain none of the Parent SEC Documents (including any and all consolidated financial statements included therein) as of such date 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent subsequent filing with the SEC Document(a copy of which has been provided to Company prior to the date of this Agreement), none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the such Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by Parent’s independent accountants). (c) . Except as set forth in the Parent SEC Documents, at the date of the most recent audited financial statements of Parent included in the Parent SEC Documents, neither Parent nor any of its subsidiaries had, and since such date neither Parent nor any of such subsidiaries has no incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which, individually or in the notes thereto. Except for its agreement aggregate, could reasonably be expected to have a Material Adverse Effect with Securities Transfer Corporation respect to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed furnished or filed, on a timely basis, all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Parent Company or any Company Subsidiary with the SEC since January 1, 2014 (such documents, together with any documents filed with the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Parent Company SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent Each Company SEC Document (i) at the time filed (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), complied in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the matters underlying such Parent Company SEC Document, Document and (ii) did not at the time it was filed (and if amended or superseded by a filing or amendment, then at the time of such filing or amendment) 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none As of the Parent date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary its staff in order to make the statements therein, in light respect of the circumstances under which they were made, not misleadingCompany SEC Documents. The Each of the consolidated financial statements of the Parent Company (including all related notes or schedules) included in the Parent Company SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of filing or furnishing the applicable report, have been was prepared in accordance with the U.S. United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Parent Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations operations, changes in shareholders’ equity and cash flows as of the dates thereof and for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except (i) as set forth reflected or reserved against in the Parent Company’s consolidated balance sheet as of December 31, 2015 (the “Company Balance Sheet”) (or the notes thereto) included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the Parent Ordinary Course of Business since December 31, 2015, (iv) for liabilities and obligations that have been discharged or paid in full in the Ordinary Course of Business and (v) for liabilities and obligations that, individually or in the aggregate, would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, none of the Company or any Company Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which are required by GAAP to be set forth recorded or reflected on a balance sheet, including the footnotes thereto, under GAAP. There are no off-balance sheet arrangements to which the Company or any of the Parent or Company Subsidiaries is a party of any type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been so described in the notes theretoCompany SEC Reports or any obligations of the Company or any of the Company Subsidiaries to enter into any such arrangements. Except for its agreement There are no unconsolidated Company Subsidiaries. (d) Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with Securities Transfer Corporation respect to act as the Parent’s stock transfer agentCompany SEC Documents. Since January 1, 2014, subject to any applicable grace periods, to the Knowledge of the Company, the Parent has no financial or contractual obligations Company and liabilities (including any obligations to issue capital stock or other securities each of its officers and directors have been and are in compliance with the applicable listing and corporate governance rules and regulations of the ParentNYSE, except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. (e) due after The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably designed to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (ii) that transactions are executed only in accordance with the authorization of management, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) To the Knowledge of the Company, since January 1, 2014 through the date hereof. All liabilities , the Company has disclosed to the Company’s auditors and the audit committee of the Parent shall have been paid off Company Board, (i) any significant deficiencies or material weaknesses in its internal controls and shall in no event remain liabilities procedures over financial reporting and (ii) written allegation of any fraud that involves management of the Parent, Company or any other employees of the Company or the Shareholders following Company Subsidiaries who have a significant role in the ClosingCompany’s internal controls over financial reporting or disclosure controls and procedures, except in each case as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. Except as set forth on Section 4.06(g) of the Company Disclosure Letter, since January 1, 2014, (x) except for matters fully resolved prior to the date of this Agreement, to the Knowledge of the Company, neither the Company nor any Company Subsidiary has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls that, individually or in the aggregate, would reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, and (y) no attorney representing the Company or any of its Subsidiaries, whether or not employed by any such entity, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company, any of its Subsidiaries or any of their respective directors, officers or employees to the General Counsel or Chief Executive Officer of the Company.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC pursuant to Sections 13 and 15 of the Exchange Act, as applicable (the “SEC Documents”, and all such documents filed with the SEC in the past two (2) years up to and until the date hereof, the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent filed SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent contingent, or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no SEC Documents set forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed filed, or furnished, as applicable, on a timely basis, all required reports, schedules, formsprospectuses, registration statements, proxy and information statements and other documents required to be filed or furnished, as applicable, by it under the Parent Exchange Act or the Securities Act with the SEC since January 1, 2001 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the “Parent SEC Documents”) pursuant to Sections 13(adate hereof, as of the date of such filing), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent Company SEC Document Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"), as the case may be, and none of the Company SEC promulgated thereunder applicable to such Parent SEC Document, and did not contain Documents when filed 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 the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none . (b) Each of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents comply complied as to form form, as of its date of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, including all applicable requirements pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the financial statements included therein have been prepared in accordance with the U.S. generally accepted accounting principles (“"US GAAP”") (except, in the case of unaudited statements, as permitted by for normal recurring year-end adjustments and for the rules and regulations absence of the SECfootnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present in all material respects the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof Subsidiaries and the consolidated results of their operations operations, changes in stockholders' equity and cash flows of such companies as of the dates and for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments)shown. (c) Except as set forth for (i) those liabilities that are fully reflected or reserved for in the Parent consolidated balance sheet of the Company included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2002, as filed with the SEC Documentsprior to the date of this Agreement (the "Company Annual Report"), (ii) liabilities incurred since December 31, 2002 in the ordinary course of business consistent with past practice, (iii) liabilities and obligations under Contracts in effect as of the date hereof, (iv) liabilities and obligations under Contracts entered into after the date hereof not in violation of the terms of this Agreement, (v) liabilities and obligations under this Agreement and (vi) liabilities and obligations that would not reasonably be expected to have a Material Adverse Effect on the Company, the Parent Company did not have, and since such date the Company has no not incurred, any material liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise) otherwise and whether or not required by GAAP to be set forth on a balance sheet of the Parent or reflected in the notes thereto. Except for its agreement Company's financial statements in accordance with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities US GAAP). (including any obligations to issue capital stock or other securities d) As of the Parent) due after the date hereof. All liabilities , no "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) filed as an exhibit to the Company Annual Report has been amended or modified, except for such material amendments or modifications which have been filed as an exhibit to a subsequently dated Company SEC Document which has been filed prior to the date of this Agreement. (e) The Company is in compliance in all material respects with (A) the applicable provisions of the Parent shall have been paid off ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and shall in no event remain liabilities (B) the applicable listing and corporate governance rules and regulations of the ParentNYSE. Except as permitted by the Exchange Act, including, without limitation, Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) personal loans to any executive officer or director of the Shareholders following Company. (f) The Company (i) has designed disclosure controls and procedures to ensure that material information relating to the ClosingCompany, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company's auditors and the audit committee of the Company's Board of Directors (A) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect the Company's ability to record, process, summarize and report financial data and has identified for the Company's auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls. The Company has made available to Parent a summary of any such disclosure made by management to the Company's auditors and audit committee since January 1, 2002.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC pursuant to Sections 13(a), 14 (a) and 15(d) of the Exchange Act (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Parent was previously an issuer described in paragraph (i)(1)(i) of Rule 144 under the Securities Act and is subject to the provisions of Rule 144(i). The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Filed Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since December 31, 2003, pursuant to Sections 13(a), 14 (a) and 15(d) of the Exchange Act (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles principals (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, Section 4.06(c) of the Parent has no Disclosure Schedule, sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All As of the date hereof the Parent has total liabilities of the Parent less than $10,000, all of which liabilities shall have been be paid off at or prior to the Closing and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing. (d) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in the Parent SEC Documents or in Section 4.06(d) of the Parent Disclosure Schedule, the Parent has not changed its auditors and the Parent does not have pending before the SEC any request for confidential treatment of information.

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has timely furnished or filed (as applicable) all reports, schedules, forms, statements statements, certifications and other documents (including exhibits and other information incorporated therein and any amendments required to be made with respect thereto) required to be furnished or filed (as applicable) by the Parent Company with the SEC since January 1, 2016 (such documents, together with any documents filed with the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, being collectively referred to as the “Parent Company SEC Documents”). The effects of any uncorrected misstatements (taking into account SEC Staff Accounting Bulletin Nos. 99 and 108) pursuant accumulated by the Company’s external auditors pertaining to Sections 13(a)the consolidated financial statements included in the Company SEC Documents are immaterial, 14(a) individually and 15(d) in the aggregate, to the consolidated financial statements of the Exchange ActCompany, taken as a whole. (b) As of its respective filing date, each Parent Each Company SEC Document (i) at the time filed, complied and were prepared in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none Each of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Parent Company included in the Parent Company SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with the U.S. United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Parent Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations operations, changes in shareholders’ equity and cash flows as of the dates thereof and for the periods shown (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments), in conformity with GAAP. (c) Except (i) as set forth reflected or reserved against in the Parent Company’s consolidated balance sheet as of December 31, 2016 (or the notes thereto) included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the Parent ordinary course of business since December 31, 2016 that individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect and (iv) for liabilities and obligations that have been discharged or paid in full in the ordinary course of business consistent with past practice, none of the Company or any Company Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent contingent, threatened, or otherwise, either mature or unmatured) which are required by GAAP to be set forth recorded or reflected on a balance sheet sheet, including the footnotes thereto, under GAAP. The Company has no outstanding Indebtedness other than under the Existing Credit Agreement and capital lease obligations incurred in the ordinary course of business. (d) Each of the Parent principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents. (e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of SOX for the year ended December 31, 2016, and, except as set forth in the notes theretoCompany SEC Documents, such assessment concluded that such controls were effective. Except for The Company has disclosed, based on its agreement with Securities Transfer Corporation most recent evaluation prior to act the date hereof, to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the ParentExchange Act) which are reasonably likely to adversely affect in any material respect the Company’s stock transfer agentability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant roles in the Company’s internal controls over financial reporting. As of the date hereof, the Company has not identified any material weaknesses in internal controls and the Company is not aware of any facts or circumstances that would prevent its chief executive officer and chief financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of SOX, without qualification, when next due. Neither the Company nor any Company Subsidiary has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers of the Company within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) None of the Company Subsidiaries is, or has at any time since January 1, 2016 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (h) The Company has made available to Parent all comment letters received by the Company from the SEC or the staff thereof since December 31, 2014, and all responses to such comment letters filed by or on behalf of the Company. As of the date of this Agreement, there are no material outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Documents and none of the Company SEC Documents is, to the Knowledge of the Company, the subject of ongoing SEC review. There are no formal internal investigations, SEC inquiries or investigations or other inquiries or investigations by any Governmental Entity that, to the Knowledge of the Company, are pending or threatened, in each case regarding any accounting practices of the Company or any Company Subsidiary. (i) Since December 31, 2015, subject to any applicable grace periods, the Company has no financial been in and is in compliance with the applicable provisions of SOX in all material respects. (j) Neither the Company nor any of the Company Subsidiaries is a party to, or contractual obligations and liabilities has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any obligations Contract relating to issue capital stock any transaction or other securities relationship between or among the Company and any of the ParentCompany Subsidiaries, on the one hand, and any unconsolidated affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or person, or any “off-balance sheet arrangements” (as defined in Item 303(a) due after of Regulation S-K under the date hereof. All Securities Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parentof, the Company or any of the Shareholders following Company Subsidiaries in the ClosingCompany SEC Documents (including any audited financial statements and unaudited interim financial statements of the Company included therein). Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any material side agreement (written or oral) or similar Contract with any dealer, distributor or customer. (k) To the Knowledge of the Company, no employee of the Company has provided or is providing information to any Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. Neither the Company, nor, to the Company’s Knowledge, any officer, employee, contractor, subcontractor or agent of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a). (l) There are no outstanding loans or other extensions of credit (excluding reimbursable ordinary business expenses) made by the Company or any of the Company Subsidiaries to any of its executive officers (as defined in Rule 3b-7 under the Exchange Act) or directors.

SEC Documents; Undisclosed Liabilities. (a) The Parent McKesson has filed all -------------------------------------- required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by the Parent (including exhibits and all other information incorporated therein) with the SEC since December 31, 1996 (the “Parent "McKesson SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the McKesson SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent McKesson SEC DocumentDocuments, and did not contain none of the McKesson SEC Documents when filed 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent McKesson included in the Parent McKesson SEC Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent McKesson and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which are not material). . Except (ci) Except as set forth reflected in such financial statements or in the Parent SEC Documentsnotes thereto or (ii) for liabilities incurred in connection with this Agreement, the Parent Option Agreements or the transactions contemplated hereby or thereby, neither McKesson nor any of its subsidiaries has no any liabilities or obligations of any nature (whether accruedwhich, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agentaggregate, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall would have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closinga material adverse effect on McKesson.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reportsrequired Parent SEC Documents since January 1, schedules2014, formspursuant to Sections 13 and 15 of the Exchange Act, statements and other documents required to be filed by the Parent with the SEC as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document Document, and all documents used by Parent in connection with any private placement of the Parent’s securities (a “Private Placement Document”), complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents or any Private Placement Document contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form and content in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsDisclosure Schedule, to its knowledge the Parent has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reportsParent SEC Documents since May 31, schedules2012, formspursuant to Sections 13 and 15 of the Exchange Act, statements and other documents required to be filed by the Parent with the SEC as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents as required to be filed by the U.S. Securities and Exchange Commission (the “SEC”) and Parent has delivered or made available to the Company all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each . The Parent SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentdocuments, and did not contain none of the Parent SEC Documents (including any and all consolidated financial statements included therein) as of such date 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent subsequent filing with the SEC Document(a copy of which has been provided to the Company prior to the date of this Agreement), none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the such Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by Parent’s independent accountants). (c) . Except as set forth in the Parent SEC Documents, at the date of the most recent audited financial statements of Parent included in the Parent SEC Documents, neither Parent nor any of its subsidiaries had, and since such date neither Parent nor any of such subsidiaries has no incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which, individually or in the notes thereto. Except for its agreement aggregate, could reasonably be expected to have a Material Adverse Effect with Securities Transfer Corporation respect to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since April 4, 2006, pursuant to Sections 13(a), 14 (a) and 15(d) of the Exchange Act (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Filed Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as To the best knowledge of the Parent’s stock transfer agent, the Parent has no is not aware of any financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All As of the date hereof, Parent has total liabilities of the Parent less than $5,000, all of which liabilities shall have been be paid off at or prior to the Closing and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed all material reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct by the Company with the SEC since January 1, 2020 (the “Company SEC Documents”). (b) As of its their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC filing datedates (in the case of all other Company SEC Documents), each Parent Company SEC Document complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, and (except to the extent amended or superseded by a subsequent filing with the SEC prior to the date hereof, in which case the effective date or filing date, as applicable, shall be the date of the last such amendment or supersedence) 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. Except As of the date of this Agreement, there are no internal investigations or, to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none knowledge of the Parent Company, inquiries or investigations by the SEC Documents contains any untrue statement of a material fact pending or omits to state any material fact required to be stated therein or necessary in order to make the statements thereinthreatened, in light each case regarding any accounting practices of the circumstances under which they were madeCompany, except as would not misleading. reasonably be expected to, individually or in the aggregate, be material to the Company and the Company Subsidiaries (taken as a whole). (c) The audited annual consolidated financial statements and the unaudited quarterly consolidated financial statements (including, in each case, the notes thereto) of the Parent Company included in the Parent Company SEC Documents comply when filed (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been (ii) were prepared in all material respects in accordance with the U.S. generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10‑Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present presented in all material respects the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (cd) Except as set forth reflected or reserved against in the Parent consolidated balance sheet of the Company, as of March 31, 2022, or the notes thereto, included in the Company SEC DocumentsDocuments (such balance sheet and the notes thereto, the Parent has no liabilities “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, (ii) liabilities or obligations not required by GAAP to be set forth on disclosed in a consolidated balance sheet of the Parent Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Except Neither the Company nor any Company Subsidiary is party to, or has any obligation or other commitment to become a party to, any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act). (e) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for its agreement with Securities Transfer Corporation the fiscal year ended December 31, 2021, to act as the Parent’s stock transfer agentdate of this Agreement, the Parent has no Company’s auditors and the Company Board or any duly authorized committee thereof have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or contractual obligations and liabilities (including ii) any obligations to issue capital stock fraud, whether or not material, that involves management or other securities of employees who have a significant role in the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingCompany’s internal control over financial reporting.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reportsParent SEC Documents, schedulespursuant to Sections 13 and 15 of the Exchange Act, forms, statements and other documents required to be filed by the Parent with the SEC as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsDisclosure Schedule, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Schedule sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off or released and shall in no event remain liabilities of the Parent, the Company or the Shareholders Shareholder following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent Buyer has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent Buyer with the SEC since January 1, 1997 (the “Parent "Buyer SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its respective filing date, each Parent Buyer SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Buyer SEC Document, 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. Except to the extent that information contained in any Parent Buyer SEC Document has been revised or superseded by a later Parent filed Buyer SEC Document, none of the Parent Buyer SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Buyer included in the Parent Buyer SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) consistently applied on a consistent basis during the periods involved (except in each case as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Parent Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). (cb) Except as set forth in the Parent Buyer SEC Documents filed and publicly available prior to the date hereof (the "Filed Buyer SEC Documents"), the Parent neither Buyer nor any Buyer Subsidiary has no any debts, liabilities and obligations, whether accrued or obligations of fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any nature (whether accruedApplicable Law or Action and those arising under any contract, absoluteagreement, contingent arrangement, commitment or otherwise) undertaking, in each case required by U.S. GAAP to be set forth reflected on a consolidated balance sheet of the Parent Buyer and the Buyer Subsidiaries or, in each case, on the notes thereto except (i) as disclosed, reflected or reserved against in the most recent balance sheet contained in the Filed Buyer SEC Documents (the "Buyer Balance Sheet"), (ii) for items set forth in Section 4.05 of the Buyer Disclosure Schedule, (iii) for Taxes, (iv) for liabilities incurred in the ordinary course of business consistent with past practice since the date of the Buyer Balance Sheet and not in violation of this Agreement, and (v) for other liabilities which, individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agentaggregate, the Parent has no financial or contractual obligations and liabilities would not have a Buyer Material Adverse Effect. (including any obligations to issue capital stock or other securities of the Parentc) due This Section 4.05 will not be deemed breached by changes in U.S. GAAP after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closingthis Agreement.

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent Company with the SEC since December 31, 2002 (together with all information incorporated therein by reference, the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Securities Act”), the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), in each case, applicable to such Parent SEC Document, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit to state omitted 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. Except to the extent that information contained in any Parent SEC Document has been duly revised or superseded by a later Parent later-filed SEC Document filed and publicly available prior to February 24, 2005 (a “Filed SEC Document”), none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective dates of filing with the SEC, the consolidated financial statements (including the related notes) of the Parent Company included in the Parent SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and ). Such consolidated financial statements fairly present the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subjectthen ended. None of the Company Subsidiaries is, in or has at any time been, subject to the case reporting requirements of unaudited statements, to normal year-end audit adjustments)Section 13(a) or 15(d) of the Exchange Act. (cb) Except as set forth on the face of, or expressly identified in the Parent notes to, the most recent balance sheet of the Company included in the Filed SEC Documents, neither the Parent Company nor any Company Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by under GAAP to be set forth on a such balance sheet of the Parent or in such notes thereto that individually or in the notes thereto. Except for aggregate have had or would reasonably be expected to have a Company Material Adverse Effect. (c) Each of the Company and its agreement senior financial officers has consulted with Securities Transfer Corporation the Company’s independent auditors and with the Company’s outside counsel with respect to, and (to act as the Parent’s stock transfer agentextent applicable to the Company) is familiar in all material respects with, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities requirements of the Parent) due after SOX as in existence on the date hereof. All liabilities The Company is, and has been, in compliance in all material respects with the provisions of SOX applicable to it. (d) Each of the Parent principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the SEC Documents, and the statements contained in such certifications are accurate in all material respects as of the date hereof. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have been paid off the meanings given to such terms in SOX. Neither the Company nor any Company Subsidiary has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Neither the Company nor Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and shall any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in no event remain liabilities Item 303(a) of Regulation S-K of the ParentSEC)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Shareholders following Company’s or such Company Subsidiary’s published financial statements or other SEC Documents. (f) The books, records and accounts of the ClosingCompany, all of which have been made available to Parent upon Parent’s request, are complete and correct in all material respects. (g) The Company’s system of internal controls over financial reporting are reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of December 31, 2004 (nor has any such deficiency or weakness since been identified) and, to management’s knowledge and belief, the Company’s external auditors are in a position to deliver an attestation without qualification of management’s internal control report to be included in the Company’s Form 10-K filing for the period ended December 31, 2004. (h) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (i) Since the date of this Agreement, neither the chief executive officer nor the chief financial officer of the Company has become aware of any fact or circumstance that is reasonably likely to result in a substantial change to the Company’s internal controls over financial reporting. (j) Since the date of the most recent Filed SEC Report, neither the chief executive officer nor the chief financial officer of the Company has become aware of any fact, circumstance or change that is reasonably likely to result in a “material weakness” in the Company’s internal controls over financial reporting. (k) The audit committee of the Board of Directors of the Company includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of Regulation S-K. (l) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed, by filing a Form 8-K, any change in or waiver of the Company’s code of ethics, as required by Section 406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics.

SEC Documents; Undisclosed Liabilities. (a) The Parent Purchaser has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by the Parent (including exhibits and all other information incorporated therein) with the SEC Securities and Exchange Commission (the “Parent "SEC") since December 31, 1997 (the "SEC Documents”) pursuant to Sections 13(aReports"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the SEC Document Reports complied in all material respects with the requirements of the Exchange Securities Act or the 1934 Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentReports, and did not contain none of the SEC Reports when filed 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Purchaser included in the Parent SEC Documents Reports comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SECForm 10-Q) 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 Parent Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (cb) Except as set forth in There are no material liabilities of the Parent SEC Documents, the Parent has no liabilities or obligations Purchaser of any nature (whether accrued, absolute, contingent or otherwise) a type required by GAAP to be set forth reflected on a balance sheet of the Parent Purchaser prepared in accordance with GAAP, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities disclosed or provided for in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as SEC Reports; (ii) liabilities incurred since the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities date of the Parentmost recent SEC Reports in the ordinary course of business or publicly announced by the Purchaser through press releases (the "Press Releases"); and (iii) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closingunder this Agreement.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all required reports, schedules, forms, statements forms and other documents required to be filed by the Parent with the SEC since January 1, 1997 (the “"Parent SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments. To Parent s Knowledge, and did not contain none of the Parent SEC Documents contains any untrue statement of a material fact or omit omits 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. Except , except to the extent that information contained in any Parent SEC Document has such statements have been revised modified or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The consolidated financial statements of the Parent included in the Parent SEC Documents comply complies as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes thereto) and fairly present present, in all material respects, the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the respective periods shown indicated therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) . Except as set forth in the Filed Parent SEC Documents, Documents (as defined in Section 4.09) or in Section 4.07 of the Parent Disclosure Schedule, neither the Parent nor any Parent Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP generally accepted accounting principles to be set forth on a consolidated balance sheet of the Parent and the consolidated Parent Subsidiaries or in the notes thereto. Except for its agreement with Securities Transfer Corporation filed as a part thereof and which, individually or in the aggregate, would reasonably be expected to act as the have a Material Adverse Effect on Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities . (including any obligations to issue capital stock or other securities of the Parentc) due after the date hereof. All liabilities None of the Parent shall have been paid off and shall in no event remain liabilities Subsidiaries is independently subject to the informational reporting requirements of the Parent, the Company or the Shareholders following the ClosingExchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Parent Except as set forth in Section 3.5(a) of the Company Disclosure Schedule, the Company has filed all required reports, schedules, formsforms and registration, statements proxy and other documents required to be filed by the Parent statements with the SEC since February 23, 2001 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent "SEC Documents”) "). As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to Sections 13(athe Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, applicable to such Parent SEC DocumentDocuments, and did not contain none of the SEC Documents as of such respective dates 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The consolidated financial statements of the Parent Company included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted GAAP and applicable SEC accounting principles (“GAAP”) rules (except, in the case of unaudited quarterly statements, as permitted by indicated in the rules and regulations of the SECnotes thereto) 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 Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (c) Except as set forth in Neither the Parent SEC Documents, the Parent Company nor any of its subsidiaries has no any material liabilities or obligations of any nature (nature, whether accrued, absolute, contingent or otherwise) , which, if known, would be required by GAAP to be set forth reflected or reserved against on a consolidated balance sheet of the Parent Company prepared in accordance with GAAP or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and except liabilities (including any obligations to issue capital stock i) reflected or other securities reserved against on the balance sheet of the ParentCompany and its subsidiaries as of September 28, 2003 (the "Balance Sheet Date") due (including the notes thereto) included in the Company's Annual Report on Form 10-K for the fiscal year then ended, (ii) incurred after the date hereof. All liabilities Balance Sheet Date in the ordinary course of the Parent shall have been paid off and shall business, or (iii) under or as contemplated by or disclosed in no event remain liabilities of the Parent, the Company or the Shareholders following the Closingthis Agreement.

SEC Documents; Undisclosed Liabilities. (a) The Parent Kranem has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent it with the SEC (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (the “SEC Reports”). (b) As of its respective filing date, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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 misleadingReport. Except to the extent that information contained in any Parent SEC Document Report has been revised or superseded by a later Parent SEC DocumentReport, none of the Parent SEC Documents Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Kranem included in the Parent SEC Documents Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent Kranem and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsReports, the Parent Kranem has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP U.S. generally accepted accounting principles to be set forth on a balance sheet of the Parent Kranem or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has There are no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentsecurities) due after the date hereof. All liabilities of the Parent Kranem shall have been paid off and shall in no event remain liabilities of the ParentKranem, the Company Xalted or the Shareholders Shareholder following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent JPFI has filed all -------------------------------------- required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by the Parent (including exhibits and all other information incorporated therein) with the SEC since December 31, 1994 (the “Parent "JPFI SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the JPFI SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent JPFI SEC DocumentDocuments, and did not contain none of the JPFI SEC Documents when filed 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent JPFI included in the Parent JPFI SEC Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent JPFI and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except . JPFI has not treated as set forth restructing charges any significant expenses that JPFI would otherwise have expensed against operating income in the Parent SEC Documentsordinary course of business. Except (i) as reflected in such financial statements or in the notes thereto or (ii) for liabilities incurred in connection with this Agreement, the Parent Option Agreements or the transactions contemplated hereby or thereby, neither JPFI nor any of its subsidiaries has no any liabilities or obligations of any nature (whether accruedwhich, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agentaggregate, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall would have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closinga material adverse effect on JPFI.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent filings with the SEC pursuant to Sections 13 and 15 of the Exchange Act, as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated Except as set forth in the Parent SEC Documents, the financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsDocuments and otherwise disclosed on Schedule D, as of the date of filing thereof, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the All Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) Liabilities due after the date hereof. All liabilities of hereof are set forth in the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingDisclosure Schedule.

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent Company with the SEC since December 28, 1997 (the “Parent Company SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its respective filing date, each Parent Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, 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. Except to the extent that information contained in any Parent Company SEC Document has been revised or superseded by a later Parent filed Company SEC Document, none of the Parent Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) . Except as set forth on the face of, or in the Parent SEC Documentsnotes to, the Parent has no most recent balance sheet of the Company included in the Filed Company SEC Documents (as defined in Section 3.08), neither the Company nor any Company Subsidiary had, as of such date, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since January 27, 2001 (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent Seller has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent Seller with the SEC (the “Parent SEC Documents”) since January 1, 2006 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (the “Seller SEC Documents”). (b) As of its respective filing date, each Parent Seller SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Seller SEC Document, and did not on the date filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent Seller SEC Document has been revised or superseded by a later Parent filed Seller SEC Document, none of the Parent Seller SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Seller included in the Parent Seller SEC Documents (the “Seller Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and on that basis fairly present the consolidated financial position of the Parent Seller and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except As of the date hereof, neither Seller nor any Seller Subsidiary has, and as set forth in of the Parent SEC DocumentsClosing Date, the Parent has no neither Seller nor any Seller Subsidiary will have, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by U.S. GAAP to be set forth on a consolidated balance sheet of the Parent Seller and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, could reasonably be expected to have a Seller Material Adverse Effect, other than those liabilities or obligations set forth on the latest dated balance sheet included in the Seller Financial Statement, and other liabilities or obligations of similar character incurred since the date of such balance sheet in the ordinary course of business. (d) With respect to each Seller SEC Document that is a report on Form 10-K or 10-Q or an amendment thereto. Except for : (1) the chief executive officer and chief financial officer of Seller (the “Certifying Seller Officers”) reviewed such report or amendment prior to its agreement filing with Securities Transfer Corporation the SEC; (2) based on the best knowledge of the Certifying Seller Officers, such report or amendment does not contain any untrue statement of any material fact or omit to act as state a material fact necessary to make the Parent’s stock transfer agentstatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by such report or amendment; (3) based on the best knowledge of the Certifying Seller Officers, the Parent has no financial statements, and other financial information included in such report or contractual obligations amendment, fairly present in all material respects the financial condition, results of operations and liabilities cash flows of Seller as of, and for, the periods presented in such report or amendment; (4) the Certifying Seller Officers are responsible for establishing and maintaining disclosure controls and procedures (as such terms are defined in Rule 13a-14(c) under the Exchange Act) for Seller and have: (A) designed such disclosure controls and procedures to ensure that material information relating to Seller, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which such report or amendment was being prepared, (B) evaluated the effectiveness of Seller’s disclosure controls and procedures as of a date within 90 days prior to the filing date of such report or amendment and (C) presented in such report or amendment their conclusions about the effectiveness of Seller’s disclosure controls and procedures; (5) the Certifying Seller Officers have disclosed, based on their most recent evaluation, to Seller’s auditors and the audit committee of Seller Board: (i) all significant deficiencies in the design or operation of internal controls which adversely affected Seller’s ability to record, process, summarize and report financial data and have identified to Seller’s auditors any material weaknesses in Seller’s internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Seller’s internal controls; (6) the Certifying Seller Officers have indicated in such report or amendment whether or not significant changes in internal controls or in other factors could significantly affect internal controls subsequent to the date of their most recent evaluation, including any obligations corrective action with respect to issue capital stock or other securities significant deficiencies and material weaknesses; and (7) the Seller Disclosure Letter summarizes all matters disclosed by the Certifying Seller Officers in accordance with clause (5) above. (e) To the best knowledge of Seller, the effectiveness of any additional SEC disclosure requirement that, as of the Parentdate of this Agreement, has been formally proposed that is not yet in effect is not expected by Seller to lead to any material change in Seller’s disclosures as set forth in the Filed Seller SEC Documents. (f) due after No Seller Subsidiary is, or has at any time since January 1, 2005 been, subject to the date hereof. All liabilities reporting requirements of Sections 13(a) and 15(d) of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingExchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC pursuant to Sections 13 and 15 of the Exchange Act, as applicable (the “SEC Documents”, and all such documents filed with the SEC in the past two (2) years up to and until the date hereof, the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent filed SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent contingent, or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no SEC Documents set forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since January 1, 2002 (the “"Parent SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules rules, policy statements and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, 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 thereintherein (other than in the case of registration statements of Parent filed under the Securities Act, in light of the circumstances under which they were made, ) not misleading. Except , except to the extent that information contained in any such Parent SEC Document has been revised modified or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in Parent's (i) annual report on Form 10-K for the Parent SEC Documents comply fiscal year ended December 31, 2002 and (ii) quarterly report on Form 10-Q for the quarterly period ended March 31, 2003, complied at the time they were filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly present presented in all material respects the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) . Except as set forth for liabilities incurred in connection with the transactions contemplated by this Agreement or in the ordinary course of business since the date of the most recent balance sheet included in the Parent SEC Documents, the neither Parent nor any Parent Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Parent or the Parent notes thereto which, individually or in the notes theretoaggregate, would have a Parent Material Adverse Effect. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities None of the Parent shall have been paid off and shall in no event remain liabilities Subsidiaries is subject to the informational reporting requirements of Section 13 of the Parent, the Company or the Shareholders following the ClosingExchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since January 1, 1996 (the “Parent "SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and did not contain none of the SEC Documents 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent Filed SEC DocumentDocument (as defined in Section 3.01(g)), none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Company included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) . Except as set forth in the Parent Filed SEC Documents, neither the Parent Company nor any of its subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent that, individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation aggregate, would reasonably be expected to act as have a material adverse effect on the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingCompany.