Common use of SEC Documents Clause in Contracts

SEC Documents. (i) Since January 1, 2009, the Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms and statements, the “SEC Documents”). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and none of the SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by 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 Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by Securities and Exchange Commission (the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such “SEC”) all reports, schedulesstatements, forms schedules and statementsother documents (collectively, the “SEC Documents”). No Subsidiary of the Company is ) required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, be filed by it pursuant to the SECSecurities Act and the Securities Exchange Act of 1934 (the “Exchange Act”). As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933or the Exchange Act, as amendedthe case may be, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Documentthereunder, and none of the SEC Documents Documents, at the time it was they were filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements (including the related notes) of the Company included in the SEC Documents complied, at (the time the respective statements were filed, “Financial Statements”) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, were as permitted by Form 10-QSB under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) consistently 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 Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and their consolidated the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal recurring year-end audit adjustmentsadjustments and footnotes). Except as set forth or disclosed in the financial statements (including Financial Statements filed with the notes thereto) included in SEC prior to the Filed SEC Documentsdate hereof, neither the Company and nor any of its Subsidiaries have no liabilities subsidiaries has any liabilities, whether absolute, contingent or obligations (otherwise, other than pursuant to Contracts entered into (i) liabilities incurred in the ordinary course of businessbusiness subsequent to the date of such Financial Statements, (ii) obligations under contracts and commitments incurred in the ordinary course of any nature business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (whether accrued, absolute, contingent or otherwisei) and (ii), except for those that would not, individually or in the aggregate, reasonably be likely are not material to have a the financial condition or operating results of the Company Material Adverse Effector any of its subsidiaries and (iii) liabilities and obligations incurred in connection with the Closing Documents and the transactions contemplated thereby.

SEC Documents. (i) Since January 1, 20091997, the Company Acquiror has filed with or furnished to or, in the case of the Acquiror Post-Signing SEC each reportDocuments (as defined in Section 6.10), schedule, form, statement or other document or filing will file all required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms forms, statements and statementsother Documents with the SEC (collectively, including the Acquiror Post-Signing SEC Documents, the “"ACQUIROR SEC Documents”DOCUMENTS"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the Acquiror SEC Documents complied or, in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and or the Exchange Act, in each case, applicable to such SEC Documentas the case may be, and none of the Acquiror SEC Documents at contained or, in the time it was filed or furnished contained case of the Acquiror Post-Signing SEC Documents, will contain, any untrue statement of a material fact or omitted or, in the case of the Acquiror Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of the Company Acquiror included in the Acquiror SEC Documents compliedcomply or, at in the time case of the respective statements were filedAcquiror Post-Signing SEC Documents, will comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been or, in the case of the Acquiror Post- Signing SEC Documents, will have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) GAAP (except, in the case of unaudited quarterly financial statements, for the lack of normal year- end adjustments, the absence of footnotes and as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved subject thereto (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Acquiror and its consolidated Subsidiaries subsidiaries as of the dates thereof and their the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustmentsadjustments and the absence of footnotes). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed Acquiror SEC Documents, the Company and its Subsidiaries have no liabilities as required by GAAP or obligations (other than pursuant to Contracts entered into as required by any Governmental Entity, Acquiror has not, since December 31, 1997, made any change in accounting practices or policies applied in the ordinary course preparation of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effectfinancial statements.

SEC Documents. Since Parent's initial public offering, Parent has timely filed with the Securities and Exchange Commission (ithe "SEC") Since January 1all quarterly and annual reports and proxy statements required under Sections 13 and 14 of the Securities Exchange Act of 1934, 2009as amended (the "Exchange Act") (together with later filed documents that revise or supersede earlier filed documents, the Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms and statements, the “"SEC Documents”"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Exchange Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and none Documents. None of the SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company Buyer included in the SEC Documents complied, at complied as of their respective dates of filing with the time the respective statements were filed, as to form SEC in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SECExchange Act) 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 Company and its consolidated Subsidiaries Parent as of the dates thereof and their consolidated the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no except for liabilities or and obligations (other than pursuant to Contracts entered into incurred in the ordinary course of business) of any nature business consistent with past custom and practice (whether accruedincluding, absolutewithout limitation, contingent or otherwisewith respect to quantity and frequency), except for those Parent has no liabilities or obligations that would not, individually be required to be disclosed pursuant to the Securities Act or in the aggregate, reasonably be likely to have a Company Material Adverse EffectExchange Act.

SEC Documents. (ia) Since January 1, 2009, the The Company has filed with or furnished to the SEC each reportall forms, schedule, form, statement or other document or filing reports and documents required by the Exchange Act or Securities Act to be filed or furnished at or by it with the SEC since June 19, 1998 (collectively, the "COMPANY REPORTS", and the Company Reports filed prior to the time so required (such reports, schedules, forms and statementsdate of this Agreement, the “SEC Documents”"COMPANY FILED REPORTS"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective filing dates, each of the Company Reports and any such reports, forms and other documents filed by the Company with the SEC Documents complied as to form after the date of this Agreement and until the Offer Completion Date (i) complied, or will comply, in all material respects with the applicable requirements of the Securities Act of 1933, as amendedamended (the "SECURITIES ACT"), the Exchange Act and the rules and regulations promulgated thereunder and (collectively, the “Securities Act”ii) and the Exchange Act, in each case, applicable to such SEC Documentdid not, and none of the SEC Documents at the time it was filed or furnished contained will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representation in clause (ii) of the preceding sentence does not apply to any misstatement or omission in any Company Report filed prior to the date of this Agreement which was superseded by a subsequent Company Report filed prior to the date of this Agreement. No Subsidiary of the Company is required to file any report, form or other document with the SEC. (b) Each of the financial statements included in or incorporated by reference into the Company Reports (including the related notesnotes and schedules) of the Company included in the SEC Documents compliedpresents fairly, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by 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 Company and its consolidated Subsidiaries as of its date and, to the dates thereof and their consolidated extent applicable, the results of operations operations, retained earnings or cash flows, as the case may be, of the Company and cash flows its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to notes and normal recurring year-end audit adjustments). Except as set forth , none of which will be material in kind or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwiseamount), in each case in accordance with United States generally accepted accounting principles consistently applied ("GAAP") during the periods involved, except for those that would not, individually or in the aggregate, reasonably as may be likely to have a Company Material Adverse Effectnoted therein.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished made available to the SEC Parent a true and complete copy of each report, schedule, formregistration statement, definitive proxy statement or other document or filing required and exhibit to the foregoing documents filed by the Exchange Act or Securities Act to be filed or furnished at or prior to Company with the time so required SEC since December 31, 2001 (such reports, schedules, forms and statements, the “"Company SEC Documents”"). No Subsidiary of , which are all the documents (other than preliminary material) that the Company is was required to file or furnish any reportwith the SEC since December 31, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC2001. As of their respective dates, each of the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 19331933 (the "Securities Act"), or the Exchange Act, as amendedthe case may be, and the rules and regulations promulgated of the SEC thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such Company SEC DocumentDocuments, and none of the Company SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Subsidiaries of the Company is required to file any forms, reports or other documents with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. The financial statements (including the related notes) of the Company included in the Company SEC Documents compliedwere prepared from the books and records of the Company and its Subsidiaries, at the time the respective statements were filed, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“"GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the dates thereof and their consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments)presented therein. Except as set forth or disclosed in the financial statements Company SEC Documents, there are no agreements, arrangements or understandings between the Company and any party who is at the date of this Agreement or was at any time prior to the date hereof but after December 31, 2001 an Affiliate of the Company that are required to be disclosed in the Company SEC Documents. (including ii) The Company has not received written notice from the notes theretoSEC or any other Governmental Entity that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Entity. Since December 31, 2001, the Company's independent public accounting firm has not informed the Company that it has any material questions, challenges or disagreements regarding or pertaining to the Company's accounting policies or practices. Since December 31, 2001, to the knowledge of the Company, no officer or director of the Company has received, or is entitled to receive, any material compensation from any entity that has engaged in or is engaging in any material transaction with the Company or any Subsidiary of the Company. For purposes of this Agreement, "knowledge" means the actual knowledge of the officers listed on Schedule 3.1(d) of the Company Disclosure Schedule with respect to the Company, and on Schedule 3.2(d) of the Parent Disclosure Schedule with respect to Parent, without investigation. Set forth on Schedule 3.1(d) of the Company Disclosure Schedule is a list of all off-balance sheet special purpose entities and financing arrangements of the Company and Subsidiaries of the Company. (iii) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Filed Company SEC Documents, the chief executive officer and chief financial officer of the Company have made all certifications required by the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into any related ▇▇▇▇▇ ▇▇▇ ▇▇▇▇lations promulgated ▇▇ ▇▇▇ ▇▇▇ ▇▇d the NYSE, and the statements contained in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effectsuch certifications are complete and correct.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing all required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms forms, statements and statements, other documents with the “SEC Documents”). No Subsidiary Commission (any of the Company is required foregoing are referred to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, herein as the SEC"SEC DOCUMENTS"). As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act, or the Securities Exchange Act of 19331934, as amendedamended (the "EXCHANGE ACT"), as the case may be, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC DocumentDocuments, and to the Company's and Subsidiary's knowledge, none of the SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, to the Company's and Subsidiary's knowledge, none of the SEC Documents currently contains any untrue statement of a material fact at the time that it was made or omits to state any material fact required to be stated therein or necessary in order to make the statements therein as of the date thereof, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company and Subsidiary included in the SEC Documents complied, at the time the respective statements were filed, comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q QSB of the SECCommission) 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 Company Company, Subsidiary and its their consolidated Subsidiaries subsidiaries as of the dates thereof and their the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed All of the SEC Documents have been provided to the Purchasers. As used in this Agreement, "BALANCE SHEET" shall mean the financial statements (including the notes thereto) included in the Filed SEC Documentsunaudited, draft consolidated balance sheet of the Company and its Subsidiaries have no liabilities or obligations (other than pursuant Subsidiary as of December 31, 1999, provided to Contracts entered into in the ordinary course Purchasers and "FINANCIAL STATEMENTS" shall mean the unaudited, draft consolidated financial statements of business) the Company and Subsidiary as of any nature (whether accruedand for the twelve-month period ended on December 31, absolute1999, contingent or otherwise), except for those that would not, individually or in a true and complete copy of which has been provided to the aggregate, reasonably be likely to have a Company Material Adverse EffectPurchasers.

SEC Documents. (i) FINANCIAL STATEMENTS. Since January 1, 20092000, the Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such all reports, schedules, forms forms, statements and statementsother documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with the exception of an amendment for years 2001 and 2000 for the approximate amount of $200,000, being hereinafter referred to as the "SEC DOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true and complete copies of the SEC Documents. ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ective dates, the “SEC Documents”). No Subsidiary financial statements of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of disclosed in the SEC Documents (the "FINANCIAL STATEMENTS") complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and none of the SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (exceptprinciples, in the case of unaudited quarterly financial statementsconsistently applied, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, with the exception of an amendment for years 2001 and 2000 for the approximate amount of $200,000, fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth No other information provided by or disclosed in on behalf of the financial statements (including Company to the notes thereto) Buyer which is not included in the Filed SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into statements therein, in the ordinary course light of business) of any nature (whether accruedthe circumstances under which they were made, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effectnot misleading.

SEC Documents. (i) Since January 1June 16, 20091999, EUI has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Company has filed with or furnished SEC pursuant to the SEC each report, schedule, form, statement or other document or filing required by reporting requirements of the Exchange Act or the Securities Act Act, as applicable (all of the foregoing filed and on or after June 16, 1999, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to be filed or furnished at or prior herein as the "SEC Documents"). EUI has delivered to the time so required (such reports, schedules, forms Seller true and statements, complete copies of the “SEC Documents”). No Subsidiary of , except the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, exhibits and schedules thereto and the SECdocuments incorporated therein. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933Act, as amendedthe case may be, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such the SEC DocumentDocuments, and none of the SEC Documents Documents, at the time it was they were filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements (including the related notes) of the Company EUI included in the SEC Documents complied, at the time the respective statements were filed, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and present fairly present in all material respects the consolidated financial position of the Company EUI and its consolidated Subsidiaries subsidiaries as of the dates thereof and their the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal immaterial year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

SEC Documents. (i) Since January 1Except as disclosed in Schedule 3.6 hereof, 2009since December 31, 2001, the Company has timely filed with or furnished to the SEC each report, schedule, form, statement or other document or filing Documents required by the Exchange Act or Securities Act to be filed or furnished at or prior by it with the SEC pursuant to the time so required reporting requirements of the Securities Exchange Act of 1934, as amended (such reports, schedules, forms the "Exchange Act"). The Company has made available to each Purchaser true and statements, complete copies of the “SEC Documents”). No Subsidiary of the Company is required to file or furnish any report, scheduleexcept for exhibits, form, statement or other document with, or make any other filing with, or furnish any other material to, the SECschedules and incorporated documents. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Exchange Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such the SEC DocumentDocuments, and none of the SEC Documents Documents, at the time it was they were filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents which is required to be updated or amended under applicable law has not been so updated or amended. The consolidated financial statements (including the related notes) of the Company included in the SEC Documents compliedhave been prepared in accordance with U.S. generally accepted accounting principles, at the time the respective statements were filedconsistently applied, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such consolidated financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they do not include footnotes or are condensed or summary statements) and fairly present in all material respects accurately and completely the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and their the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in a manner clearly evident to a sophisticated institutional investor in the consolidated financial statements (including or the notes thereto) thereto of the Company included in the Filed SEC Documents, the Company and its Subsidiaries have has no liabilities liabilities, contingent or obligations (otherwise, other than pursuant to Contracts entered into (i) liabilities incurred in the ordinary course of businessbusiness consistent with past practice subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business consistent with past practice and not required under generally accepted accounting principles to be reflected in such financial statements. To the extent required by the rules of the SEC applicable thereto, the SEC Documents contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the properties or assets of the Company or any subsidiary is subject (each a "Contract"). Except as set forth in Schedule 3.6, none of the Company, its subsidiaries or, to the best knowledge of the Company, any of the other parties thereto, is in breach or violation of any nature (whether accruedContract, absolute, contingent which breach or otherwise), except for those that violation would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. No event, occurrence or condition exists which, with the lapse of time, the giving of notice, or both, would become a default by the Company or its subsidiaries thereunder which would have a Material Adverse Effect. The Company has not provided to any Purchaser any material non-public information or any other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished made available to the SEC Parent a true and complete copy of each report, schedule, form, registration statement or other document or filing required and definitive proxy statement filed by the Exchange Act or Securities Act to be filed or furnished at or Company with the SEC after September 30, 2002 and prior to or on the time so required date of this Agreement (such reports, schedules, forms and statements, the “Company SEC Documents”). No Subsidiary of , which are all the documents (other than preliminary material) that the Company is was required to file or furnish any reportwith the SEC after September 30, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, 2002 and prior to the SECdate of this Agreement. As of their respective dates, each of the Company SEC Documents Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amendedamended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations promulgated of the SEC thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such Company SEC DocumentDocuments, and none of the Company SEC Documents at contained, when filed or, if amended prior to the time it was filed or furnished contained date of this Agreement, as of the date of such amendment, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except as set forth on Schedule 3.1(d) of the Company Disclosure Schedule, the financial statements (including the related notes) of the Company included in the Company SEC Documents complied, at the time the respective statements were filed, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the consolidated case of the unaudited statements, to normal, recurring adjustments, none of which, individually or in the aggregate, is material) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the dates thereof and their consolidated results of operations and the cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its consolidated Subsidiaries have for the periods presented therein. There are no liabilities agreements, arrangements or obligations understandings between the Company and any party who is at the date of this Agreement or was at any time prior to the date of this Agreement but after September 30, 2002 an Affiliate (other than pursuant as defined in Section 4.1(b)(xi)) of the Company that are required to Contracts entered into be disclosed in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those Company SEC Documents that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effectare not so disclosed.

SEC Documents. (i) Since January 1, 2009, the Company The Purchaser has filed with or furnished all reports required to be -------------------- filed by the Purchaser pursuant to the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, ("SEC each report, schedule, form, statement Documents") on a timely basis or other document or received a valid extension of such time of filing required by the Exchange Act or Securities Act to be and has filed or furnished at or any such SEC Documents prior to the time so required (expiration of any such reports, schedules, forms and statements, the “SEC Documents”). No Subsidiary extension of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SECtime. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Exchange Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Documentpursuant thereto, and none of the SEC Documents at the time it was filed or furnished Documents, when filed, contained any untrue statement of a material fact or omitted to state specify a material fact required to be stated specified therein or necessary in order to make the statements therein, in light information therein not misleading. All material agreements to which the Purchaser is a party or to which the property or assets of the circumstances under which they were madePurchaser are subject have been filed as exhibits to the SEC Documents, not misleadingas required. The financial statements (including the related notes) of the Company Purchaser included in the SEC Documents complied, at the time the respective statements were filed, as to form comply in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis GAAP during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto) , and fairly present present, in all material respects respects, the consolidated financial position situation of the Company and its consolidated Subsidiaries Purchaser as of and for the dates thereof and their consolidated the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in Since the date of the financial statements (including the notes thereto) included in the Filed SEC DocumentsPurchaser's last filed Quarterly Report on Form 10-Q there has been no event, occurrence or development that has had, or would reasonable be expected to have, a material adverse effect on the Company and Purchaser or its Subsidiaries have no liabilities or obligations (other than pursuant business that has not been specifically disclosed to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in Seller by the aggregate, reasonably be likely to have a Company Material Adverse EffectPurchaser.

SEC Documents. (i) Since January 1June 30, 20091997, the Company has timely filed with or furnished to the Securities and Exchange Commission (the "SEC") all reports, statements, schedules and other documents (collectively, the "SEC each report, schedule, form, statement or other document or filing Documents") required by the Exchange Act or Securities Act to be filed or furnished at or prior by it pursuant to the time so required Securities Exchange Act of 1934, as amended (such reports, schedules, forms and statements, the “SEC Documents”"Exchange Act"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Exchange Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Documentthereunder, and none of the SEC Documents Documents, at the time it was they were filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements (including the related notes) of the Company included in the SEC Documents complied, at (the time the respective statements were filed, "Financial Statements") complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time . Except (i) as may be indicated in the United States of America notes to the Financial Statements or (“GAAP”ii) (except, in the case of the unaudited quarterly financial interim statements, as permitted by Form 10-Q of QSB under the SEC) Exchange Act, the Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles consistently 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 Company and its consolidated Subsidiaries as of the dates thereof and their the consolidated results of operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal recurring year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no Other than liabilities or obligations (other than pursuant to Contracts entered into incurred in the ordinary course of business) business subsequent to the date of any nature (such Financial Statements, there are no liabilities of the Company, whether accrued, absolute, contingent or otherwise), except for those that would notwhich have not been reflected in the Financial Statements, which liabilities, individually or in the aggregate, reasonably be likely are material to have a Company Material Adverse Effectthe financial condition or operating results of the Company.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such all reports, schedules, forms forms, statements and statementsother documents required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their its respective datesfiling date, each of the SEC Documents Document complied as to form in all material respects with the requirements of the Securities Exchange Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and none of the SEC Documents at the time it was filed or furnished contained did not contain any untrue statement of a material fact or omitted 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 SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof 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. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including including, in each case, the related notesnotes thereto) of the Company included in the SEC Documents complied, at the time the respective statements were filed, when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in all material respects in accordance with United States generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial 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 Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and their the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company Common Stock and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.Warrant Purchase Agreement; 12-2016

SEC Documents. (i) Since January 1, 2009, the Company The Purchaser has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing all reports required by the Exchange Act or Securities Act to be filed by the Purchaser pursuant to the Exchange Act, including pursuant to Section 13(a) or furnished at 15(d) thereof, ("SEC Documents") on a timely basis or received a valid extension of such time of filing and has filed any such SEC Documents prior to the time so required (expiration of any such reports, schedules, forms and statements, the “SEC Documents”). No Subsidiary extension of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SECtime. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Exchange Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Documentpursuant thereto, and none of the SEC Documents at the time it was filed or furnished Documents, when filed, contained any untrue statement of a material fact or omitted to state specify a material fact required to be stated specified therein or necessary in order to make the statements therein, in light information therein not misleading. All material agreements to which the Purchaser is a party or to which the property or assets of the circumstances under which they were madePurchaser are subject have been filed as exhibits to the SEC Documents, not misleadingas required. The financial statements (including the related notes) of the Company Purchaser included in the SEC Documents complied, at the time the respective statements were filed, as to form comply in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis GAAP during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto) , and fairly present present, in all material respects respects, the consolidated financial position situation of the Company and its consolidated Subsidiaries Purchaser as of and for the dates thereof and their consolidated the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in Since the date of the financial statements (including the notes thereto) included in the Filed SEC DocumentsPurchaser's last filed Quarterly Report on Form 10-QSB there has been no event, occurrence or development that has had, or would reasonable be expected to have, a material adverse effect on the Company and Purchaser or its Subsidiaries have no liabilities or obligations (other than pursuant business that has not been specifically disclosed to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in Seller by the aggregate, reasonably be likely to have a Company Material Adverse EffectPurchaser.

SEC Documents. (i) Since January 1June 16, 20091999, the Company has timely filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such all reports, schedules, forms forms, statements and statementsother documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and after June 16, 1999, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as the “"SEC Documents”"). No Subsidiary The Company has delivered to the Purchaser true and complete copies of the Company is required to file or furnish any reportSEC Documents, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, except the SECexhibits and schedules thereto and the documents incorporated therein. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933Act, as amendedthe case may be, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such the SEC DocumentDocuments, and none of the SEC Documents Documents, at the time it was they were filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal immaterial year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

SEC Documents. The Company (iincluding its predecessors) Since January 1, 2009, the Company has filed with or furnished the SEC, and has heretofore made available to the SEC each reportParent true and complete copies of, scheduleall forms, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms statements and statementsother documents required to be filed with the SEC by the Company since February 1, 2001 (together with all information incorporated therein by reference, the “"COMPANY SEC Documents”DOCUMENTS"). No Subsidiary subsidiary of the Company is required to file or furnish any form, report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, with the SEC. As of their respective dates, each of the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amendedamended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such Company SEC DocumentDocuments, and none of the Company SEC Documents at the time it was they were filed or furnished contained any untrue statement of a material 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 financial statements (including the related notes) of the Company included in the Company SEC Documents complied, at the time the respective statements were filed, comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“"GAAP”") (except, in the case of unaudited quarterly financial statements, as permitted by 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 Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes normal and normal recurring year-end audit adjustments). Except as set forth or disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "COMPANY FILED SEC DOCUMENTS") (including the financial statements (including the notes theretoincluded therein) included or in the Filed SEC DocumentsCompany Disclosure Schedule and except as arising hereunder, the Company and its Subsidiaries subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those other than liabilities and obligations that would not, individually or in the aggregate, aggregate could not reasonably be likely expected to have a Company Material Adverse Effectmaterial adverse effect on the Company.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished made available to the SEC Parent and Newco a true and complete copy of each report, schedule, form, registration statement or other document or filing required and definitive proxy statement filed by the Exchange Act or Securities Act to be filed or furnished at or Company with the SEC since January 1, 1997 and prior to or on the time so required Prior Execution Date (such reports, schedules, forms and statements, the “"Company SEC Documents”"). No Subsidiary of , which are all the documents (other than preliminary material) that the Company is was required to file or furnish any reportwith the SEC between January 1, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, 1997 and the SECPrior Execution Date. As of their respective dates, each of the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amendedamended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations promulgated of the SEC thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such Company SEC DocumentDocuments, and none of the Company SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has no outstanding and unresolved comments from the SEC with respect to any of the Company SEC Documents. The financial statements (including the related notes) of the Company included in the Company SEC Documents complied, at the time the respective statements were filed, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“"GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present presented in all material respects accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the dates thereof consolidated statements of income and their the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments)presented therein. Except as set forth disclosed in the Company SEC Documents, there are no agreements, arrangements or understandings between the Company and any party who is at the Prior Execution Date or was at any time prior to the Prior Execution Date but after January 1, 1997 an Affiliate of the Company that are required to be disclosed in the Company SEC Documents. The books of account and other financial records of the Company are true, complete and correct in all material respects and are accurately reflected in all material respects in the financial statements (including the notes thereto) included in the Filed Company SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

SEC Documents. Financial Statements; No Undisclosed --------------------------------------------------- Liabilities. ------------ (ia) Since January 1December 31, 20091997, the Company has timely filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such all reports, schedules, forms forms, statements and statements, the “SEC Documents”). No Subsidiary of the Company is other documents required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects be filed by it with the U.S. Securities and Exchange Commission (the "SEC") pursuant to the reporting requirements of the Securities Exchange Act of 19331934, as amended, and the rules and regulations promulgated thereunder (collectivelythe "EXCHANGE ACT") (all of the foregoing filed prior to the date hereof and financial statements and schedules thereto being hereinafter referred to as the "SEC DOCUMENTS"). As of their respective dates, the “Securities Act”) SEC Documents complied in all material respects with the requirements of the Exchange Act and the Exchange Act, in each case, rules and regulations of the SEC promulgated thereunder applicable to such the SEC DocumentDocuments, and none of the SEC Documents Documents, at the time it was they were filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The . (b) As of their respective dates, the financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, as to form complied in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (exceptprinciples, in the case of unaudited quarterly financial statementsconsistently applied, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position position, results of operations, statements of cash flows and statements of stockholders' equity of the Company and its Subsidiaries on a consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows basis for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Purchasers with any material, nonpublic information which was not publicly disclosed prior to the date provided. (c) As of the date of the most recent consolidated balance sheet included in the Company's financial statements (the "BALANCE SHEET DATE"), except as set forth in Schedule 3.8 or disclosed the SEC Documents filed at least five Business Days prior to the date hereof, neither the Company nor any of its Subsidiaries had any indebtedness, liability, loss, damage or deficiency (the "LIABILITIES"), whether or not covered by insurance, that would reasonably be expected to have a Material Adverse Effect and that was not expressly set forth in the Company's financial statements (including the and notes thereto) included . Since the Balance Sheet Date, except as set forth in Schedule 3.8 or the Filed SEC DocumentsDocuments filed at least five Business Days prior to the date hereof, neither the Company and nor any of its Subsidiaries have no liabilities has incurred any Liability, whether or obligations (not covered by insurance, other than pursuant to Contracts entered into Liabilities incurred in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effectbusiness consistent with past practice.

SEC Documents. Buyer has made all filings with the United States Securities and Exchange Commission (ithe "SEC") Since January 1that it has been required to make under the Securities Act, 2009and the Securities Exchange Act of 1934, as amended (the Company has filed with or furnished "Exchange Act") (all such filings, as amended, are referred to herein as the "SEC Documents"). Each of the SEC each report, schedule, form, statement or other document or filing required by Documents has complied with the Securities Act and the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms and statements, the “SEC Documents”). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other in all material to, the SECrespects. As of their respective dates, each of and except as amended, the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and or the Exchange Act, in each case, applicable to such SEC Documentas the case may be, and none of the SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Buyer has delivered to the Seller Parties a correct and complete copy of each SEC Document (together with all exhibits and schedules thereto), as amended to date, filed since December 31, 1995. The financial statements (including the related notes) of the Company Buyer included in the SEC Documents complied, at (including the time the respective statements were filed, related notes and schedules comply as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to notes and normal year-end recurring audit adjustments)) the financial position of Buyer at the dates thereof and the results of operations, cash flows and changes in stockholder's equity for the periods then ended. Except as set forth or disclosed Since September 30, 1996, there has not been any material adverse change in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course condition of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse EffectBuyer.

SEC Documents. (i) Since January 1, 20091997, the Company Acquiror has filed with or furnished to or, in the case of the Acquiror Post-Signing SEC each reportDocuments (as defined in Section 6.10), schedule, form, statement or other document or filing will file all required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms forms, statements and statementsother Documents with the SEC (collectively, including the Acquiror Post-Signing SEC Documents, the “"Acquiror -------- SEC Documents”"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective filing dates, each the Acquiror SEC -------------- Documents complied or, in the case of the Acquiror Post-Signing SEC Documents complied Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and or the Exchange Act, in each case, applicable to such SEC Documentas the case may be, and none of the Acquiror SEC Documents at contained or, in the time it was filed or furnished contained case of the Acquiror Post-Signing SEC Documents, will contain, any untrue statement of a material fact or omitted or, in the case of the Acquiror Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were or are made, not misleading. The consolidated financial statements (including the related notes) of the Company Acquiror included in the Acquiror SEC Documents compliedcomply or, at in the time case of the respective statements were filedAcquiror Post- Signing SEC Documents, will comply, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been or, in the case of the Acquiror Post- Signing SEC Documents, will have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) GAAP (except, in the case of unaudited quarterly financial statements, for the lack of normal year-end adjustments and the absence of footnotes and as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved subject thereto (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Acquiror and its consolidated Subsidiaries subsidiaries as of the dates thereof and their the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustmentsadjustments and the absence of footnotes). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed Acquiror SEC Documents, the Company and its Subsidiaries have no liabilities as required by GAAP or obligations (other than pursuant to Contracts entered into as required by any Governmental Entity, Acquiror has not, since December 31, 1998, made any change in accounting practices or policies applied in the ordinary course preparation of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effectfinancial statements.

SEC Documents. (i) Since January 1, 2009, the Company The Purchaser has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing all required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms forms, statements and statements, other documents with the Securities and Exchange Commission (the “SEC”) between December 31, 2002 and the date of this Agreement. All reports, schedules, forms, statements and other documents filed by the Purchaser with the SEC are collectively referred to in this Agreement as the “Purchaser SEC Documents”). No Subsidiary .” As of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, time each of the Purchaser SEC Documents was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), (i) the Purchaser SEC Documents complied as to form in all material respects with the requirements of the Securities Act or Securities Exchange Act of 19331934, as amendedamended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such Purchaser SEC Documents, and (ii) except to the extent that information contained in any Purchaser SEC Document has been revised or superseded by a later-filed Purchaser SEC Document, and none of the Purchaser SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company Purchaser included in the Purchaser SEC Documents complied, at the time the respective statements were filed, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by 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 presented the consolidated financial position of the Company and its consolidated Subsidiaries Purchaser as of the dates thereof and their the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

SEC Documents. (i) Since January 1, 2009, the Company Acquiror has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such all reports, schedules, forms and forms, registration statements, definitive proxy statements, information statements and other filings required to be filed by it with the “SEC since February 16, 2000 (including the Acquiror Post-Signing SEC Documents (as defined in Section 6.09), the "Acquiror SEC Documents”"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the Acquiror SEC Documents complied or, in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and or the Exchange Act, in each case, applicable to such SEC Documentas the case may be, and none of the Acquiror SEC Documents at contained or, in the time it was filed or furnished contained case of the Acquiror Post-Signing SEC Documents, will contain, any untrue statement of a material fact or omitted or, in the case of the Acquiror Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of the Company Acquiror included in the Acquiror SEC Documents complied(the "Acquiror Financial Statements") comply or, at in the time case of the respective statements were filedAcquiror Post-Signing SEC Documents, will comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been or, in the case of the Acquiror Post-Signing SEC Documents, will have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) GAAP (except, in the case of unaudited quarterly financial statements, for the lack of normal year-end adjustments, the absence of footnotes and as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved subject thereto (except as may be indicated in the notes thereto) and fairly present present, in all material respects respects, the consolidated financial position of the Company Acquiror and its consolidated Subsidiaries subsidiaries as of the dates thereof and their the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustmentsadjustments and the absence of footnotes). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed Acquiror SEC Documents, the Company and its Subsidiaries have no liabilities as required by GAAP or obligations (other than pursuant to Contracts entered into as required by any Governmental Entity, Acquiror has not, since December 31, 1999, made any change in accounting practices or policies applied in the ordinary course preparation of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effectfinancial statements.

SEC Documents. (i) Since January 1, 2009, the Company SGI has filed with or furnished to the SEC each reportSecurities and Exchange Commission (the “Commission”) all forms, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms statements and statementsother documents required to be filed by it through the date hereof under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “SEC DocumentsExchange Act”). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”) (all such documents, as supplemented and amended since the time of filing, collectively, the “SGI SEC Documents”). The SGI SEC Documents, including without limitation all financial statements and schedules included in the SGI SEC Documents, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the Exchange Actdates of mailing, respectively, and, in each casethe case of any SGI SEC Document amended or superseded by a filing prior to the date of this Agreement, applicable to then on the date of such amending or superseding filing), except as corrected by a subsequent SGI SEC Document, and none of the SEC Documents at the time it was filed or furnished contained (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable. The financial statements (including the related notes) of the Company SGI included in the SGI SEC Documents complied, at the time filed (and, in the respective case of registration statements were filedand proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any SGI SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, were prepared in accordance with United States generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end normal, recurring audit adjustments). Except as set forth or disclosed in ) the consolidated financial statements (including the notes thereto) included in the Filed SEC Documents, the Company position of SGI and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in consolidated subsidiaries as at the ordinary course dates thereof and the consolidated results of business) of any nature (whether accrued, absolute, contingent or otherwise), except their operations and cash flows for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effectperiods then ended.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing all required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms forms, statements and statementsother documents required to be filed by the Company with the Securities and Exchange Commission (the "SEC") since June 27, 1997 (the “"SEC Documents”"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 19331934, as amendedamended (the "Exchange Act"), as the case may be and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC DocumentDocuments, and none of the SEC Documents at Documents, except to the time it was filed extent that information contained in any SEC Document has been revised or furnished superseded by a later Filed SEC Document (as defined below), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the SEC Documents compliedCompany's Form 10-K for the year ended December 31, at 1997 and the time Form 10-Q for the respective statements were filedthree months ended September 30, 1998 comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with U.S. generally accepted accounting principles in effect from time to time in the United States of America (“"GAAP”") (except, in the case of unaudited quarterly financial statements, statements as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or as described in writing to the Purchaser prior to the date hereof) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and their the consolidated results of operations their operation and cash flows cashflows for the periods then ended ending in accordance with GAAP (subject, in the case of the unaudited statements, to notes and normal year-year end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC DocumentsDocuments (as defined below), neither the Company and nor any of its Subsidiaries have no subsidiaries has any material liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually ) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the aggregate, notes thereto and which can reasonably be likely expected to have a material adverse effect on the Company Material Adverse Effectand its subsidiaries taken as a whole.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such all reports, schedulesstatements, forms schedules and statementsother documents (collectively, the “SEC Documents”). No Subsidiary of the Company is ) required to file or furnish any reportbe filed by it pursuant to the Securities Act of 1933, scheduleas amended from time to time (the “Securities Act”), formand the Securities Exchange Act of 1934, statement or other document with, or make any other filing with, or furnish any other material to, as amended from time to time (the SEC“Exchange Act”). As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933or the Exchange Act, as amendedthe case may be, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and none of the SEC Documents promulgated thereunder, except that certain current reports may not have been timely filed. None of the SEC Documents, at the time it was they were filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements (including the related notes) of the Company included in the SEC Documents complied, at (the time the respective statements were filed, “Financial Statements”) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time . Except (a) as may be indicated in the United States of America notes to the Financial Statements or (“GAAP”b) (except, in the case of the unaudited quarterly financial interim statements, as permitted by Form 10-Q of under the SEC) Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently 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 and consolidating financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal recurring year-end audit adjustmentsadjustments and footnotes). Except as set forth or disclosed in the financial statements (including Financial Statements filed with the notes thereto) included in SEC prior to the Filed SEC Documentsdate hereof, the Company and its Subsidiaries have has no liabilities liabilities, whether absolute, contingent or obligations (otherwise, other than pursuant to Contracts entered into (x) liabilities incurred in the ordinary course of businessbusiness subsequent to the date of such Financial Statements, (y) obligations under contracts and commitments incurred in the ordinary course of any nature business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (whether accrued, absolute, contingent or otherwisex) and (y), except for those that would not, individually or in the aggregate, reasonably be likely are not material to have the financial condition or operating results of the Company, and (z) liabilities and obligations incurred in connection with the closing of the transactions contemplated hereby. Seller or the Company has provided to Ireland a Company Material Adverse Effectcopy of all Financial Statements and all internal corporate financial statements, balance sheets, operating statements and similar financial records and related work papers, whether used in the preparation of the Financial Statements or in the ordinary course of the Company’s business.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing all required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms ------------- forms, statements and statementsother documents required to be filed by the Company with the Securities and Exchange Commission (the "SEC") on and after November 9, 1999 (including the registration statement filed in connection with the Company's initial public offering, the “"SEC Documents”"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 19331934, as amendedamended (the "Exchange Act"), as the case may be and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC DocumentDocuments, and none of the SEC Documents at Documents, except to the time it was filed extent that information contained in any SEC Document has been revised or furnished superseded by a later Filed SEC Document (as defined below), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the SEC Documents compliedCompany's prospectus dated November 9, at 1999 and the time the respective statements were filedforms 10-Q filed February 14, as to form 2000 and May 15, 2000 comply in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with U.S. generally accepted accounting principles in effect from time to time in the United States of America (“"GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or as described in writing to the Purchasers prior to the date hereof) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and their the consolidated results of operations their operation and cash flows cashflows for the periods then ended ending in accordance with GAAP (subject, in the case of the unaudited statements, to notes and normal year-year end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC DocumentsDocuments (as defined below), neither the Company and nor any of its Subsidiaries have no subsidiaries has any material liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually ) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the aggregate, notes thereto that was not so disclosed other than any liabilities or obligations which could not reasonably be likely expected to have a material adverse effect on the Company Material Adverse Effectand its subsidiaries taken as a whole.

SEC Documents. During the three-year period preceding the Agreement Date: (ia) Since January 1, 2009, the Company Seller has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such all reports, schedules, forms forms, statements and statementsother documents (including exhibits and all other information incorporated therein) required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the “"SEC Documents”"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As ; (b) as of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933Act, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each caseand, applicable except to such the extent superceded by a later filed SEC Document, and none of the SEC Documents at the time it was filed or furnished contained contains any untrue statement of a material fact or omitted 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. The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filedcomply as to form, as to form of their respective dates of filing, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by 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 Company Seller and its consolidated Subsidiaries subsidiaries as of the dates thereof and their the consolidated results of their operations and cash flows for the periods then ended ended; and (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). c) Except as disclosed in Seller's Report on Form 10-K for the period ended December 31, 1997, Seller knows of no material information adverse to the Business that would be required to be set forth or disclosed in management's discussion and analysis for a Report on Form 10-K if the financial statements (including Exchange Act required Seller to file such a report for the notes thereto) included in one-year period ending on the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse EffectAgreement Date.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished made available to the SEC Purchaser a true ------------- and complete copy of each report, schedule, form, registration statement or other document or filing required and definitive proxy statement filed by the Exchange Act or Securities Act to be filed or furnished at or prior to Company with the time so required SEC since March 31, 1998 (such reports, schedules, forms and statements, the “"Company SEC Documents”"). No Subsidiary of , which are all the documents (other than --------------------- preliminary materials) that the Company is was required to file or furnish any reportwith the SEC between March 31, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, 1998 and the SECdate hereof. As of their respective dates, each of the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933Act, or the Exchange Act, as amendedthe case may be, and the rules and regulations promulgated of the SEC thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such Company SEC DocumentDocuments, and none of the Company SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the Company SEC Documents complied, at the time the respective statements were filed, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in of the United States of America (“"GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC") applied on a consistent basis during the periods involved ---- (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the dates thereof and their consolidated results of operations and the consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its consolidated Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into for the periods presented therein. Except as disclosed in the ordinary course Company SEC Documents, there are no agreements, arrangements or understandings between the Company and any party who is or was at any time prior to the date hereof but after March 31, 1998 an Affiliate of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those the Company that would not, individually or are required to be disclosed in the aggregate, reasonably be likely to have a Company Material Adverse EffectSEC Documents.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished to all of its SEC Filings (as defined herein) for the SEC each report, schedule, form, statement or other document or filing required by two year period preceding the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms and statements, the “SEC Documents”). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SECdate hereof. As of their respective filing dates, each of or such later date on which such reports were amended, the SEC Documents Filings complied as to form in all material respects with the requirements of the Securities Act Exchange Act. The SEC Filings as of 1933their respective dates, as or such later date on which such reports were amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and none of the SEC Documents at the time it was filed or furnished contained when issued did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, Filings comply as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time . Except as may be indicated in the United States of America (“GAAP”) (exceptnotes to the financial statements included in the SEC Filings or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) , such financial statements have been prepared in accordance with generally accepted accounting principles consistently 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 Company and its consolidated Subsidiaries as of any subsidiaries at the dates thereof and their the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit normal, recurring adjustments). Except as set forth or disclosed in As used herein, the financial statements term “SEC Documents” means the Company annual reports on Form 10-K for fiscal year ended February 29, 2009 and 2008 (including the notes any amendments thereto) included in and (ii) the Filed Company’s quarterly report on Form 10-Q for the 2009 and 2008 fiscal years and the term “SEC Filings” means the SEC Documents, along with all other reports, schedules, forms, statements and other documents that the Company and its Subsidiaries have no liabilities or obligations (other than is required to file with the SEC pursuant to Contracts entered into in the ordinary course reporting requirements of business) the Securities and Exchange Act of any nature (whether accrued1934, absoluteas amended., contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effecttwo year period preceding the date hereof.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing all required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms ------------- forms, statements and statementsother documents required to be filed by the Company with the Securities and Exchange Commission (the "SEC") on and after November 9, 1999 (including the registration statement filed in connection with the Company's initial public offering, the “"SEC Documents”"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 19331934, as amendedamended (the "Exchange Act"), as the case may be and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC DocumentDocuments, and none of the SEC Documents at Documents, except to the time it was filed extent that information contained in any SEC Document has been revised or furnished superseded by a later Filed SEC Document (as defined below), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the SEC Documents compliedCompany's prospectus dated November 9, at 1999 and the time the respective statements were filedforms 10-Q filed February 14, as to form 2000 and May 15, 2000 comply in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with U.S. generally accepted accounting principles in effect from time to time in the United States of America (“"GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or as described in writing to the Purchaser prior to the date hereof) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and their the consolidated results of operations their operation and cash flows cashflows for the periods then ended ending in accordance with GAAP (subject, in the case of the unaudited statements, to notes and normal year-year end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC DocumentsDocuments (as defined below), neither the Company and nor any of its Subsidiaries have no subsidiaries has any material liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually ) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the aggregate, notes thereto that was not so disclosed other than any liabilities or obligations which could not reasonably be likely expected to have a material adverse effect on the Company Material Adverse Effectand its subsidiaries taken as a whole.

SEC Documents. Jefferies has timely filed each statement, report, registration statement and other filing (ieach of which includes all Exhibits required to be filed) Since required to be filed by Jefferies with the SEC since January 1, 20092004 (collectively, the Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms and statements, the “"Group SEC Documents”"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective datesfiling times, each of the Group SEC Documents complied as to form in all material respects with the requirements of the Securities Exchange Act of 1933, (as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”hereinafter defined) and the Exchange Securities Act, in each case, applicable to such SEC Document, and none . None of the Group SEC Documents at the time it was filed or furnished contained contained, as of their respective filing times, any untrue statement of a material fact or omitted any omission 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. Except to the extent that information contained in any Group SEC Document has been revised or superseded by a later-filed Group SEC Document filed and publicly available prior to the date hereof, none of the Group SEC Documents contains any untrue statement of a material fact or omits to state any material facts required 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 financial statements (of Jefferies, including the notes related notes) of the Company thereto, included in the Group SEC Documents complied, at (the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, "Group Financial Statements") were prepared in accordance with generally accepted accounting principles in effect from time to time in and with the United States of America (“GAAP”) (exceptpublished applicable SEC rules and regulations, in the each case as of unaudited quarterly financial statementstheir respective dates, as permitted by Form 10-Q of the SEC) applied and were prepared on a consistent basis during applied consistently throughout the periods involved indicated and consistent with each other (except as may be indicated in the notes thereto) and or, in the case of unaudited statements included in Jefferies' Quarterly Reports on Form 10-Q, as permitted by such form). The Group Financial Statements fairly present in all material respects the consolidated financial position condition, operating results and cash flows of the Company Group and its consolidated Subsidiaries subsidiaries as of the indicated dates thereof and their consolidated results of operations and cash flows for during the indicated periods then ended (subject, in the case of unaudited statements, to notes and normal normal, recurring year-end audit adjustments). Except as and to the extent set forth or disclosed in the financial statements (including Group SEC Documents and Jefferies Schedule of Exceptions, to the notes thereto) included in the Filed SEC Documentsknowledge of ▇▇▇▇▇▇▇▇▇, the Company Group and its Subsidiaries subsidiaries do not have no any liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, unliquidated, contingent or otherwise), except for those that would notwhether or not known to Group or its subsidiaries, individually whether due or to become due and regardless of when asserted) other than liabilities and obligations reflected on the balance sheet included in the aggregateGroup Financial Statements, reasonably be likely to liabilities incurred in the ordinary course of business since the date of the latest balance sheet included in the Group Financial Statements and liabilities that will not have a Company Material Adverse Effectmaterial adverse affect on the Group and its subsidiaries taken as a whole.

SEC Documents. (i) Since January 1Except pursuant to a confidentiality agreement, 2009if any, the Company has filed with or furnished not provided to the SEC each reportInvestors any information which according to applicable law, schedulerule or regulation, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or should have been disclosed publicly prior to the time so required (such reports, schedules, forms and statements, the “SEC Documents”). No Subsidiary of date hereof by the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SECbut which has not been so disclosed. As of their respective datesdates or their restated dates (if so restated), each of the SEC Documents complied as complied, and all similar documents filed with the SEC prior to form the Closing Date will comply, in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and or the Exchange Act, in each caseas the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC DocumentDocuments, and none of the SEC Documents at contained, nor will any similar document filed with the time it was filed or furnished contained SEC prior to the Closing Date contain, any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the SEC Documents Documents, as of the dates thereof (or the restated dates, if so restated), complied, at and all similar documents filed with the time SEC prior to the respective statements were filedClosing Date will comply, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto, . Such financial statements were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-Q or 10-QSB of the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and their the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

SEC Documents. (ia) Since January 1, 2009, the Company Parent has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such all reports, schedules, forms statements and statementsother documents required to be filed by Parent or any of its Subsidiaries with the SEC since December 31, 2003 (collectively, the “Parent SEC DocumentsReports”). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each with respect to Parent SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Parent SEC Reports filed pursuant to the Securities Act, the Parent SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by Parent with the SEC Documents complied as after the date of this Agreement (i) complied, or, with respect to form those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each caseand (ii) did not, applicable or, with respect to such SEC Documentthose not yet filed, and none of the SEC Documents at the time it was filed or furnished contained will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements . (b) Each of the consolidated balance sheets included in or incorporated by reference into Parent SEC Reports (including the related notesnotes and schedules) of the Company included in the SEC Documents compliedfairly presents, at the time the respective statements were filed, as to form in all material respects with respects, the applicable accounting requirements consolidated financial position of Parent and the published rules its consolidated Subsidiaries as of its date, and regulations each of the consolidated statements of income, stockholders’ equity and cash flows of Parent included in or incorporated by reference into Parent SEC with respect theretoReports (including any related notes and schedules) fairly presents, were prepared in all material respects, the results of operations and cash flows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles in effect from time to time in GAAP consistently applied during the United States of America (“GAAP”) (exceptperiods involved, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. (c) Neither Parent nor any 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 Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no has any liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, or reserved against in, a balance sheet of Parent or in the notes thereto, prepared in accordance with GAAP consistently applied, except for those (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Parent as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) liabilities or obligations arising in the ordinary course of business (including trade indebtedness), and (iii) liabilities or obligations which would not, individually or in the aggregate, reasonably be likely expected to have a Company Parent Material Adverse Effect.

SEC Documents. (ia) Since January 1, 2009, the Company Parent has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such all reports, schedules, forms statements and statementsother documents required to be filed by Parent or any of its Subsidiaries with the SEC since December 31, 2003 (collectively, the “"Parent SEC Documents”Reports"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each with respect to Parent SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Parent SEC Reports filed pursuant to the Securities Act, the Parent SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by Parent with the SEC Documents complied as after the date of this Agreement (i) complied, or, with respect to form those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each caseand (ii) did not, applicable or, with respect to such SEC Documentthose not yet filed, and none of the SEC Documents at the time it was filed or furnished contained will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements . (b) Each of the consolidated balance sheets included in or incorporated by reference into Parent SEC Reports (including the related notesnotes and schedules) of the Company included in the SEC Documents compliedfairly presents, at the time the respective statements were filed, as to form in all material respects with respects, the applicable accounting requirements consolidated financial position of Parent and the published rules its consolidated Subsidiaries as of its date, and regulations each of the consolidated statements of income, stockholders' equity and cash flows of Parent included in or incorporated by reference into Parent SEC with respect theretoReports (including any related notes and schedules) fairly presents, were prepared in all material respects, the results of operations and cash flows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles in effect from time to time in GAAP consistently applied during the United States of America (“GAAP”) (exceptperiods involved, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. (c) Neither Parent nor any 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 Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no has any liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, or reserved against in, a balance sheet of Parent or in the notes thereto, prepared in accordance with GAAP consistently applied, except for those (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Parent as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) liabilities or obligations arising in the ordinary course of business (including trade indebtedness), and (iii) liabilities or obligations which would not, individually or in the aggregate, reasonably be likely expected to have a Company Parent Material Adverse Effect.

SEC Documents. NPS has filed reports required to be filed by it under -------------- the Securities Act of 1933, as amended (ithe "Securities Act") Since and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as NPS was required by law to file such material) (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the "SEC Reports"). The SEC Documents constitute all of the documents and reports that NPS filed with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder by the SEC since January 1, 2009, the Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms and statements, the “SEC Documents”). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC2004. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and none of the SEC Documents at the time it was filed or furnished contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company NPS included in the SEC Documents complied, at the time the respective statements were filed, comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“"U.S. GAAP”") (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SECapplicable form under the Exchange Act) 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 Company and its consolidated Subsidiaries NPS as of the dates thereof and their consolidated results its statements of operations operations, shareholders' equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes normal and normal recurring year-end audit adjustmentsadjustments which were and are not expected to have a material adverse effect on NPS, its business, financial condition or results of operations). Except as and to the extent set forth on the consolidated balance sheet of NPS June 30, 2004, NPS has no liability or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) obligation of any nature (whether accrued, absolute, contingent or otherwiseotherwise and whether required to be reflected on a balance sheet or not); provided, except for those that would notas of or prior to the Closing Date, individually or all liabilities reflected in such balance sheet shall have been settled, and NPS will complete the aggregate, reasonably be likely to have a Company Material Adverse Effectdivestiture of its wholly-owned subsidiary as of the Closing Date.

SEC Documents. (i) Since January 1, 2009, the Company Drilex has filed with or furnished made available to the SEC Bake▇ ▇▇▇h▇▇ ▇ ▇rue and complete copy of each report, schedule, formregistration statement and definitive proxy statement filed by Drilex with the SEC since May 9, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or 1996 and prior to the time so required date of this Agreement (such reports, schedules, forms and statements, the “"Drilex SEC Documents”). No Subsidiary of ") which are all the Company is documents that Drilex was required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, with the SECSEC since such date. As of their respective dates, each of the Drilex SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amendedamended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations promulgated of the SEC thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such Drilex SEC DocumentDocuments, and none of the Drilex SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances 8 15 under which they were made, not misleading. The financial statements (including the related notes) of the Company Drilex included in the Drilex SEC Documents complied, at the time the respective statements were filed, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“"GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects the consolidated financial position accordance with applicable requirements of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited statements, to notes normal, recurring adjustments, none of which are material) the consolidated financial position of Drilex and normal year-end audit adjustments)its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Drilex and its consolidated Subsidiaries for the periods presented therein. Except as set forth or disclosed in the financial statements (including Drilex SEC Documents or in Schedule 3.1(d), there are no agreements, arrangements or understandings between Drilex and any party who is at the notes thereto) included date of this Agreement or was at any time prior to the date hereof but after December 31, 1996 an Affiliate of Drilex that are required to be disclosed in the Filed Drilex SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

SEC Documents. (i) Since January 1, 2009, the Company ▇▇▇▇▇▇ has filed with or furnished to the SEC each reportall reports, schedulestatements, formschedules and other documents (collectively, statement or other document or filing the "SEC Documents") required by the Exchange Act or Securities Act to be filed or furnished at or prior by it pursuant to the Securities Act of 1933, as amended from time so required to time (such reports, schedules, forms and statements, the “SEC DocumentsSecurities Act”), and the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”). No Subsidiary of the Company is Since February 3, 2010, all SEC Documents required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SECbe filed were timely filed. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933or the Exchange Act, as amendedthe case may be, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Documentthereunder, and none of the SEC Documents Documents, at the time it was they were filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements (including the related notes) of the Company included in the SEC Documents complied, at (the time the respective statements were filed, "Financial Statements") complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time . Except (i) as may be indicated in the United States of America notes to the Financial Statements or (“GAAP”ii) (except, in the case of the unaudited quarterly financial interim statements, as permitted by Form 10-Q of under the SEC) Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently 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 Company and its consolidated Subsidiaries ▇▇▇▇▇▇ as of the dates thereof and their consolidated the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal recurring year-end audit adjustmentsadjustments and footnotes). Except as set forth or disclosed in the financial statements (including Financial Statements filed with the notes thereto) included in SEC prior to the Filed SEC Documentsdate hereof, the Company and its Subsidiaries have ▇▇▇▇▇▇ has no liabilities liabilities, whether absolute, contingent or obligations (otherwise, other than pursuant to Contracts entered into (i) liabilities incurred in the ordinary course of businessbusiness subsequent to the date of such Financial Statements, (ii) obligations under contracts and commitments incurred in the ordinary course of any nature business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (whether accrued, absolute, contingent or otherwisei) and (ii), except for those that would not, individually or in the aggregate, reasonably be likely are not material to have a Company Material Adverse Effectthe financial condition or operating results of ▇▇▇▇▇▇ and (iii) liabilities and obligations incurred in connection with the closing of the transactions contemplated thereby.

SEC Documents. (i) Since January 1Except pursuant to a confidentiality agreement, 2009if any, the Company has filed with or furnished not provided to the SEC each reportInvestor any information which according to applicable law, schedulerule or regulation, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or should have been disclosed publicly prior to the time so required (such reports, schedules, forms and statements, the “SEC Documents”). No Subsidiary of date hereof by the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SECbut which has not been so disclosed. As of their respective datesdates or their restated dates (if so restated), each of the SEC Documents complied as complied, and all similar documents filed with the SEC prior to form the Closing Date will comply, in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and or the Exchange Act, in each caseas the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC DocumentDocuments, and none of the SEC Documents at contained, nor will any similar document filed with the time it was filed or furnished contained SEC prior to the Closing Date contain, any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the SEC Documents Documents, as of the dates thereof (or the restated dates, if so restated), complied, at and all similar documents filed with the time SEC prior to the respective statements were filedClosing Date will comply, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto, . Such financial statements were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-Q or 10-QSB of the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and their the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing all required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms ------------- forms, statements and statementsother documents with the SEC since December 31, 1996. All reports, schedules, forms, statements and other documents filed with the “SEC since December 31, 1997 (the "SEC Documents”). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents ") complied as to form in all material respects ------------- with the requirements of the Securities Act of 1933, as amendedamended (the "Securities ---------- Act"), or the Exchange Act, as the case may be, and the rules and regulations of --- the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC DocumentDocuments, and and, at the time of filing, none of the SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the SEC Documents complied, at (the time the respective statements were filed, "Company Financial ----------------- Statements") comply as to form in all material respects with the applicable ---------- accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by 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 Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results its statements of operations operations, stockholders' equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes normal and normal recurring year-end audit adjustmentsadjustments which were and are not expected to be material). Except as and to the extent set forth or disclosed in on the financial statements (balance sheet of the Company on April 30, 1998, including the notes thereto) included in , or the Filed SEC DocumentsCompany Disclosure Schedule, the Company and its Subsidiaries have has no liabilities liability or obligations (other than pursuant to Contracts entered into in the ordinary course of business) obligation of any nature (whether accrued, absolute, contingent or otherwise)) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for those that would not, individually or liabilities and obligations incurred in the aggregateordinary course of business consistent with past practice since April 30, 1998 which could not reasonably be likely expected to have a Company Material Adverse Effect. The Company has heretofore delivered to Parent complete and correct copies of all of the SEC Documents and all amendments and modifications thereto, as well as, to the extent any shall exist, all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished to the SEC each reportSecurities and Exchange Commission (the “Commission”) all forms, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms statements and statementsother documents required to be filed by it since its initial public offering under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “SEC DocumentsExchange Act”). No Subsidiary of the Company is required to file ) or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and amended (together with the rules and regulations promulgated thereunder (collectivelythereunder, the “Securities Act”) (such documents, as supplemented and amended since the Exchange Acttime of filing, in each casecollectively, applicable to such the “Company SEC Document, and none Documents”). The Company has timely filed with the Commission all Company SEC Documents within the five-year period preceding the date hereof. To the best of the Company’s knowledge, the Company SEC Documents Documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time it was filed or furnished contained (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and, in the case of any prospectus, in light of the circumstances under which they were made), not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The To the best knowledge of the Company, the financial statements (including the related notes) of the Company included in the Company SEC Documents complied, at the time filed (and, in the respective case of registration statements were filedand proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments consistent with past practice), in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of at the dates thereof and their the consolidated results of their operations and cash flows for the periods then ended (subjectended. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or required to file any form, in report or other document with the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC DocumentsCommission, the Company and its Subsidiaries have no liabilities Nasdaq Stock Market, Inc., any stock exchange or obligations (any other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effectcomparable governmental authority.

SEC Documents. (i) Since January 1On November 19, 20092001 Parent filed with the SEC its Quarterly Report on Form 10-QSB (the "Parent Form 10-QSB"). Parent has timely filed all reports and schedules (including all reports required to be filed on Form 8-K) required to be filed with the Securities and Exchange Commission ("SEC") since March 15, 2001 (collectively, the Company has "SEC Reports," and together with the Parent Form 10-KSB, the "SEC Filings") required to be filed with or furnished by it pursuant to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to and the time so required (such reports, schedules, forms and statementsSEC regulations promulgated thereunder. Except as set forth in Section 4.2(g)(i) of the Disclosure Schedule, the “SEC Documents”). No Subsidiary of the Company is required to file or furnish any reportFilings were prepared in accordance, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents and complied as to form as of their respective dates in all material respects respects, with the requirements of the Exchange Act and Securities Act of 1933Act, as amendedapplicable, and the rules and SEC regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Documentthereunder, and none did not as of their respective dates (or if amended by a filing prior to the date hereof, then as of the SEC Documents at the time it was filed or furnished contained date of such amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except to the extent superceded by an SEC Filing filed subsequently and prior to the Closing. (ii) Each of the consolidated financial statements (including the including, in each case, any related notesnotes thereto) of the Company included contained in the SEC Documents complied, at the time the respective statements were filed, as to form Filings (A) complied in all material respects with the applicable accounting requirements and the published rules and SEC regulations of the SEC with respect thereto, (B) were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) GAAP (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q QSB of the SEC) applied on a consistent basis during throughout the periods involved (except as may be indicated expressly described in the notes thereto) and (C) fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of the respective dates thereof and their the consolidated results of its operations and cash flows for the periods then ended (subjectindicated, except that the unaudited interim financial statements included in the case of unaudited statements, SEC Filings were or are subject to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those adjustments that would not, are neither individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effectaggregate material.

SEC Documents. (ia) Since January 1All reports, 2009schedules, the Company has filed with or furnished to the SEC each reportforms, schedule, form, statement or statements and other document or filing documents (including exhibits and all other information incorporated therein) required by the Exchange Act or Securities Act to be filed or furnished at by Bridger with the United States Securities and Exchange Commission (the “SEC”) since August 8, 2022 (the “Bridger SEC Documents”) have been filed or furnished with the SEC on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the time so required date of this Agreement, then on the date of such filing): (such reports, schedules, forms and statements, the “SEC Documents”). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, i) each of the Bridger SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Exchange Act, in each case, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be) and the applicable to such SEC Document, regulations promulgated thereunder; and (ii) none of the Bridger SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements As of its filing date (including or, if amended or superseded by a filing prior to the related notes) date of this Agreement, on the Company included in the date of such filing), each Bridger SEC Documents complied, at the time the respective statements were filed, Document complied as to form in all material respects with the applicable accounting requirements of the Exchange Act, the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations thereunder. (b) The financial statements (including any related notes) contained or incorporated by reference in Bridger SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with United States generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) applied on a consistent basis throughout the periods covered (exceptexcept as may be indicated in the notes to such financial statements or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of or any successor form under the SECExchange Act, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); (iii) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present present, in all material respects respects, the consolidated financial position of the Company Bridger and its consolidated Subsidiaries subsidiaries as of the respective dates thereof and their consolidated the results of operations and consolidated cash flows of Bridger and its consolidated subsidiaries for the periods then ended covered thereby (subject, in the case of with respect to unaudited financial statements, to notes normal and normal recurring year-end audit adjustments); and (iv) have been prepared from, and are in accordance with, the books and records of Bridger and its consolidated subsidiaries in all material respects. Except No financial statements of any Person other than Bridger and its consolidated subsidiaries are required by GAAP to be included in the consolidated financial statements of Bridger. (c) None of Bridger or any of its subsidiaries has effected, entered into or created, or has a commitment to effect, enter into or create, any securitization transaction, joint venture or any similar contract or transaction, including any contract relating to any transaction or relationship between or among Bridger or any of its subsidiaries, on the one hand, and any unconsolidated affiliate of Bridger or any of its subsidiaries, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangements” (as set forth defined in Item 303 of Regulation S-K) or any similar arrangements. None of Bridger or any of its subsidiaries has any liabilities of any nature or type, whether accrued, absolute, determined, contingent or otherwise and whether due or to become due, except for: (i) liabilities disclosed in the financial statements (including the notes theretoany related notes) included contained in the Filed SEC Documentsbalance sheet of Bridger for the quarterly period ended June 30, 2023 and filed on Form 10-Q (the Company and its Subsidiaries have no “Bridger Balance Sheet”); (ii) liabilities or obligations (other than pursuant to Contracts entered into incurred in the ordinary course of businessbusiness since the date of the Bridger Balance Sheet; (iii) of any nature (whether accrued, absolute, contingent or otherwise), except for those liabilities that would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effectbe material to the business of Bridger or materially impair, hinder or delay the transactions contemplated by this Agreement; and (iv) liabilities and obligations incurred in connection with the transactions contemplated by this Agreement.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished to the SEC each reportall reports, schedulestatements, formschedules and other documents (collectively, statement or other document or filing the "SEC Documents") required by the Exchange Act or Securities Act to be filed or furnished at or prior by it pursuant to the time so required (such reportsSecurities Act and the Exchange Act. Since June 30, schedules2004, forms and statements, the “all SEC Documents”). No Subsidiary of the Company is Documents required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SECbe filed were timely filed. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933or the Exchange Act, as amendedthe case may be, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Documentthereunder, and none of the SEC Documents Documents, at the time it was they were filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements (including the related notes) of the Company included in the SEC Documents complied, at (the time the respective statements were filed, "Financial Statements") complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, were as permitted by Form 10-QSB under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) consistently 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 and consolidating financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and their consolidated the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal recurring year-end audit adjustmentsadjustments and footnotes). Except as set forth or disclosed in the financial statements (including Financial Statements filed with the notes thereto) included in SEC prior to the Filed SEC Documentsdate hereof, neither the Company and nor any of its Subsidiaries have no liabilities subsidiaries has any liabilities, whether absolute, contingent or obligations (otherwise, other than pursuant to Contracts entered into (i) liabilities incurred in the ordinary course of businessbusiness subsequent to the date of such Financial Statements, (ii) obligations under contracts and commitments incurred in the ordinary course of any nature business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (whether accrued, absolute, contingent or otherwisei) and (ii), except for those that would not, individually or in the aggregate, reasonably be likely are not material to have a the financial condition or operating results of the Company Material Adverse Effector any of its subsidiaries and (iii) liabilities and obligations incurred in connection with the Closing Documents and the transactions contemplated thereby.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with all registration statements, reports, proxy statements or furnished to information statements (collectively, the "SEC each report, schedule, form, statement or other document or filing Reports") required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms and statements, the “SEC Documents”). No Subsidiary of by the Company is required to file or furnish any reportwith the Securities and Exchange Commission (the "SEC") since July 31, schedule1992. Except as set forth on SCHEDULE 2.6, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As as of their respective dates, each of SEC Report (including exhibits and any amendments thereto), filed by the SEC Documents complied as to form Company with the SEC, (i) was prepared in all material respects in accordance with the applicable requirements of the Securities Act of 19331933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Securities Exchange Act"), as amendedthe case may be, and the respective rules and regulations promulgated thereunder and (collectively, the “Securities Act”ii) and the Exchange Act, in each case, applicable to such SEC Document, and none of the SEC Documents at the time it was filed or furnished contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including Each of the related notes) consolidated balance sheets of the Company included in or incorporated by reference into the SEC Documents complied, at Reports (including the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements related notes and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”schedules) (except, in the case of unaudited quarterly financial statements, as permitted by 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 presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the dates thereof and their consolidated results statements of operations income, retained earnings and cash flows of the Company included in or incorporated by reference into the SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Company and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as noted therein. Except as set forth or disclosed in As of the financial statements (including the notes thereto) included in the Filed SEC Documentsdate hereof, the Company is eligible to file registration statements under the Securities Act on Form S-3 and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) Company is not aware of any nature (whether accrued, absolute, contingent facts or otherwise), except circumstances which would cause it to fail to meet the eligibility requirements for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effectuse of Form S-3.

SEC Documents. (i) Since Allied has timely filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 2009, the Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required 1995 (such reports, schedules, forms forms, statements and statements, other documents are hereinafter referred to as the “"SEC Documents”"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amendedamended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC DocumentDocuments, and none of the SEC Documents at the time it was filed or furnished as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of the Company Allied included in the SEC Documents complied, at the time the respective statements were filed, comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present present, in all material respects respects, the consolidated financial position of the Company Allied and its consolidated Subsidiaries as of the dates thereof and their the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to notes and normal year-end audit adjustments)) in accordance with GAAP. Except as The parties agree that the representations set forth or disclosed in the financial statements (including previous sentence shall not be interpreted to apply to the notes thereto) included actuarial reserves and other actuarial amounts held in respect of Liabilities with respect to insurance contracts of the Filed SEC DocumentsAllied Insurers, as to which the Company and its Subsidiaries have no liabilities only representations or obligations (other than pursuant to Contracts entered into warranties made in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or this Agreement are set forth in the aggregate, reasonably be likely to have a Company Material Adverse EffectSection 4.8.

SEC Documents. (i) Since January 1, 2009, the The Company has filed all required reports, schedules, forms, statements and other documents with or furnished to the SEC each reportbetween September 30, schedule1994 and the date of this Agreement. All reports, formschedules, statement or forms, statements and other document or filing required documents filed by the Exchange Act or Securities Act Company with the SEC between September 30, 1994 and the date of this Agreement (other than any exhibits to be filed or furnished at or prior to the time so required (such reports, schedules, forms forms, statements and statements, documents) are collectively referred to in this Agreement as the “"Company SEC Documents”). No Subsidiary ." As of the time each of the Company is required SEC Documents was filed with the SEC (or, if amended or superseded by a filing prior to file or furnish any reportthe date of this Agreement, schedulethen on the date of such filing), form, statement or other document with, or make any other filing with, or furnish any other material to, (i) the SEC. As of their respective dates, each of the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 19331933 (the "Securities Act"), or the Exchange Act, as amendedthe case may be, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such Company SEC Documents, and (ii) except to the extent that information contained in any Company SEC Document has been revised or superseded by a later-filed Company SEC Document, and none of the Company SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the Company SEC Documents complied, at the time the respective statements were filed, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by 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 presented the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

SEC Documents. (i) Since January 1, 2009, the Company The REIT has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by Securities and Exchange Commission (the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such "Commission") all reports, schedules, forms forms, statements and statementsother documents required by the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the rules or regulations promulgated thereunder to be filed by the REIT in each case in the form and with the substance prescribed by either such Act or such rules or regulations (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “"SEC Documents”)") including, without limitation, proxy information and solicitation materials, in each case in the form and with the substance prescribed by either such Act or such rules or regulations. No Subsidiary of the Company is required CBL has delivered or made available to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SECJRI all SEC Documents. As of their respective datesfiling dates (or if amended, each revised or superseded by a subsequent filing with the Commission then on the date of such subsequent filing), the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933or the Exchange Act, as amendedthe case may be, and the rules and regulations of the Commission promulgated thereunder (collectivelyand other federal, the “Securities Act”) state and the Exchange Actlocal laws, in each case, rules and regulations applicable to such the SEC Document, Documents and none of the SEC Documents at the time it was filed or furnished (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The consolidated financial statements (including the related notes) of the Company REIT, the Operating Partnership and, if any, all affiliates of CBL included in all SEC Documents, including any amendments thereto (the "SEC Documents compliedFinancial Statements"), at the time the respective statements were filed, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto and, as at the dates as of which the same were prepared and for the periods then ended, fairly presented the financial condition and results of operations of CBL and its affiliates on a consolidated basis in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in throughout all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effectsuch periods.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished to the Securities and Exchange Commission (the "SEC") all reports, statements, schedules and other documents (collectively, the "SEC each report, schedule, form, statement or other document or filing Documents") required by the Exchange Act or Securities Act to be filed or furnished at or prior by it pursuant to the time so required (such reportsSecurities Act and the Exchange Act. Since June 30, schedules2002, forms and statements, the “all SEC Documents”). No Subsidiary of the Company is Documents required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SECbe filed were timely filed. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933or the Exchange Act, as amendedthe case may be, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Documentthereunder, and none of the SEC Documents Documents, at the time it was they were filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements (including the related notes) of the Company included in the SEC Documents complied, at (the time the respective statements were filed, "Financial Statements") complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, were as permitted by Form 10-QSB under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) consistently 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 and consolidating financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and their consolidated the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal recurring year-end audit adjustmentsadjustments and footnotes). Except as set forth or disclosed in the financial statements (including Financial Statements filed with the notes thereto) included in SEC prior to the Filed SEC Documentsdate hereof, neither the Company and nor any of its Subsidiaries have no liabilities subsidiaries has any liabilities, whether absolute, contingent or obligations (otherwise, other than pursuant to Contracts entered into (i) liabilities incurred in the ordinary course of businessbusiness subsequent to the date of such Financial Statements, (ii) obligations under contracts and commitments incurred in the ordinary course of any nature business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (whether accrued, absolute, contingent or otherwisei) and (ii), except for those that would not, individually or in the aggregate, reasonably be likely are not material to have a the financial condition or operating results of the Company Material Adverse Effector any of its subsidiaries and (iii) liabilities and obligations incurred in connection with the Closing Documents and the transactions contemplated thereby.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing all required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms forms, statements and statementsother documents required to be filed by the Company with the Securities and Exchange Commission (the "SEC") since December 31, 1997 (the “"SEC Documents”"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 19331934, as amendedamended (the "Exchange Act"), as the case may be and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC DocumentDocuments, and none of the SEC Documents at Documents, except to the time it was filed extent that information contained in any SEC Document has been revised or furnished superseded by a later Filed SEC Document (as defined below), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the SEC Documents compliedCompany's Form 10-K for the year ended December 31, at 1997 and the time Form 10-Q for the respective statements were filedperiod ended September 30, 1998 comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with U.S. generally accepted accounting principles in effect from time to time in the United States of America (“"GAAP”") (except, in the case of unaudited quarterly financial statements, statements as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or as described in writing to the Purchaser prior to the date hereof) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and their the consolidated results of operations their operation and cash flows cashflows for the periods then ended ending in accordance with GAAP (subject, in the case of the unaudited statements, to notes and normal year-year end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company Documents and its Subsidiaries except for liabilities that have no liabilities or obligations (other than pursuant to Contracts entered into arisen in the ordinary course of business) business subsequent to September 30, 1998, neither the Company nor any of its subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually ) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the aggregate, notes thereto and which can reasonably be likely expected to have a material adverse effect on the Company Material Adverse Effectand its subsidiaries taken as a whole.

SEC Documents. (i) Since January 1December 31, 20091998, the Company has timely filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such all reports, schedules, forms forms, statements and statementsother documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, the “"SEC Documents”"). No Subsidiary The Company has made available to each Purchaser true and complete copies of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SECSEC Documents. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933Act, as amendedapplicable, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such the SEC DocumentDocuments, and none of the SEC Documents Documents, at the time it was they were filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the statements made in any such SEC Documents which is required to be updated or amended under applicable law has not been so updated or amended in subsequent filings made prior to the date hereof. As of their respective dates, the consolidated financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto, were . Such consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles in effect from time to time in ("GAAP"), consistently applied, and the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q rules and regulations of the SEC) applied on a consistent basis SEC during the periods involved (except (i) as may be otherwise indicated in such consolidated financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they do not include footnotes or are condensed or summary statements) and fairly present in all material respects accurately and completely the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal normal, immaterial year-end audit adjustments). Except as set forth or disclosed in a manner clearly evident to a sophisticated institutional investor in the consolidated financial statements (including or the notes thereto) thereto of the Company included in the Filed Select SEC DocumentsDocuments (as defined below), the Company and its Subsidiaries have has no liabilities liabilities, contingent or obligations (otherwise, other than pursuant to Contracts entered into (i) liabilities incurred in the ordinary course of businessbusiness consistent with past practice subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of any nature business consistent with past practice and not required under GAAP to be reflected in such financial statements, which liabilities and obligations referred to in clauses (whether accrued, absolute, contingent or otherwise), except for those that would i) and (ii) are not, individually or in the aggregate, reasonably be likely material to the financial condition or operating results of the Company. To the extent required by the rules of the SEC applicable thereto, the Select SEC Documents contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments to which the Company is a party or by which the Company is bound or to which any of the properties or assets of the Company is subject (each a "Contract"). Except as set forth in the Select SEC Documents, the Company, is not to the best knowledge of the Company, in breach or violation of any Contract, which breach or violation would have a Company Material Adverse Effect. For purposes of this Agreement, "Select SEC Documents" means the Company's (i) Proxy Statement for its 2003 Annual Meeting, (ii) Annual Report on Form 10-K for the fiscal year ended December 31, 2002, (iii) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003, June 30, 2003 and September 30, 2003 and (iv) Current Reports on Form 8-K filed since December 31, 2002.

SEC Documents. (i) Since January 1, 2009, the Company Transferee has timely filed with or furnished the United States Securities and Exchange Commission (the “SEC”) all forms, registration statements, reports, schedules and statements required to the SEC each report, schedule, form, statement or other document or filing required be filed by it under the Exchange Act or Securities Act to be (all such documents filed or furnished at on or prior to the time so required (such reportsExecution Date, schedules, forms and statementscollectively, the “Transferee SEC Documents”). No Subsidiary of the Company is required to file The Transferee SEC Documents, including any audited or furnish unaudited financial statements and any report, schedule, form, statement notes thereto or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder schedules included therein (collectively, the “Securities ActTransferee Financial Statements”) and the Exchange Act), in each case, applicable to such SEC Document, and none of the SEC Documents at the time it was filed or furnished contained (in the case of registration statements, solely on the date of effectiveness) (except to the extent corrected by a subsequently filed Transferee SEC Document filed prior to the Execution Date) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements , and (including the related notesb) of the Company included in the SEC Documents complied, at the time the respective statements were filed, as to form complied in all material respects with the applicable accounting requirements of the Exchange Act and the published rules and regulations of Securities Act, as the SEC with respect thereto, case may be. The Transferee Financial Statements were prepared in accordance with generally accepted accounting principles in effect from time to time GAAP (except as may be indicated in the United States of America (“GAAP”) (exceptnotes thereto or, in the case of unaudited quarterly financial statements, as permitted by 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 (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position and status of the Company and its consolidated Subsidiaries business of Transferee as of the dates thereof and their the consolidated results of its operations and cash flows for the periods then ended (subject, in the case ended. KPMG LLP is an independent registered public accounting firm with respect to Transferee and has not resigned or been dismissed as independent registered public accountants of unaudited statements, to notes and normal year-end audit adjustments). Except Transferee as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course a result of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregateconnection with any disagreement with Transferee on any matter of accounting principles or practices, reasonably be likely to have a Company Material Adverse Effectfinancial statement disclosure or auditing scope or procedures.

SEC Documents. (ia) Since January 1A true and complete copy of each annual, 2009quarterly and other report, the Company has registration statement, and definitive proxy statement filed by Purchaser with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms and statements, the “Purchaser SEC Documents”). No Subsidiary of ) is available on the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, web site maintained by the SECSEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. As of their respective filing dates, each of the Purchaser SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933and Exchange Act, as amendedthe case may be, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such Purchaser SEC DocumentDocuments, and none of the Purchaser SEC Documents at the time it was filed or furnished contained on their respective filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The , except to the extent corrected by a subsequently filed Purchaser SEC Document filed prior to the date of this Agreement. (b) Each of the financial statements (including the including, in each case, any related notesnotes thereto) of the Company included contained in the Purchaser SEC Documents compliedDocuments, at the time the respective statements were filed, as to form (i) are true and correct and complied in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were (ii) was prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes theretothereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, Form 8-K or any similar or successor form under the Exchange Act), and (iii) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries Purchaser as of the respective dates thereof and their consolidated the results of operations and cash flows for the periods then ended (subjectindicated therein, in except that the case of unaudited statements, interim financial statements may not contain certain footnotes and were or are subject to notes normal and normal recurring year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

SEC Documents. (i) Since January 1, 2009, the Company Buyer has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing all required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms forms, statements and statementsother documents with the Securities and Exchange Commission (the “SEC”) since April 1, 1999 (together with later filed documents that revise or supersede earlier filed documents, the “Buyer SEC Documents”). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the Buyer SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 19331934, as amendedamended from time to time (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such Buyer SEC Document, and none Documents. None of the Buyer SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company Buyer included in the Buyer SEC Documents complied, at complied as of their respective dates of filing with the time the respective statements were filed, SEC as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SECExchange Act) 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 Company and its consolidated Subsidiaries Buyer as of the dates thereof and their consolidated the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed Buyer SEC Documents, the Company and its Subsidiaries have no except for liabilities or and obligations (other than pursuant to Contracts entered into incurred in the ordinary course of business) business consistent with past practice, Buyer has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not) required by generally accepted accounting principles to be set forth in a balance sheet of Buyer or in the notes thereto which, individually or in the aggregate, reasonably be likely to would have a Company Material Adverse Effectmaterial adverse effect on the business or results of operations of Buyer.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing all reports required by the Exchange Act or Securities Act to be filed by it under the Exchange Act, including pursuant to Section 13(a) or furnished at 15(d) thereof, for the one year preceding the date hereof (or prior such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC Documents") on a timely basis, or has received a valid extension of such time of filing (in which case it has made all such filings in the time so required (by such reports, schedules, forms and statements, the “SEC Documents”extension). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective filing dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and or the Exchange Act, in each caseas the case may be, applicable to such SEC Documentand the published rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents at the time it was filed or furnished Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, as to form comply in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (involved, except as may be otherwise specifically indicated in such financial statements or the notes thereto) thereto or, in the case of unaudited interim statements, to the extent they may include footnotes or may be condensed as summary statements, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and their consolidated the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth The Company last filed audited financial statements with the Commission on August 29, 1996, and the Company has not received any comments from the Commission in respect of such audited financial statements. Since the date of the financial statements included in the last filed Quarterly Report on Form 10-Q, there has been no event, occurrence or development that has had, would have or could reasonably be expected to result in a Material Adverse Effect which is not specifically disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse EffectDisclosure Materials.

SEC Documents. (i) Since January 1, 2009, the Company The Parent has filed with or furnished to the SEC each reportin a timely manner all forms, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms statements and statementsregistration statements required to be filed by it with the Securities and Exchange Commission (the "Commission") since January 1, 1995 (collectively, the “"SEC Documents”Reports"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and none of the SEC Documents at the time it was filed or furnished contained Reports did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except for any statement or omission in any SEC Report which was corrected in a later SEC Report. The financial statements (including the related notes) of the Company Parent included in the SEC Documents complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, Reports were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during basis, present fairly in accordance with generally accepted accounting principles the consolidated financial position, results of operations and changes in financial position of the company and its consolidated subsidiaries as of the dates and for the periods involved (except as may be indicated in the notes thereto) and fairly present conform in all material respects to all applicable requirements under the consolidated financial position Securities Exchange Act of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended 1934 (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments"Exchange Act"). Except as set forth or disclosed reflected in the financial statements (including the notes thereto) included in the Filed SEC DocumentsReports, the Company and its Subsidiaries have Parent as of the date of such SEC Reports has no liabilities material liabilities, obligations, or obligations (other than pursuant to Contracts entered into in the ordinary course of business) claims of any nature (whether absolute, accrued, absolute, contingent or otherwiseotherwise and whether due or to become due), except including, without limitation, any tax liabilities or under funded pension plans, and the Parent does not have any knowledge of any basis for those that would notthe existence of or the assertion against the Parent of any such liability, individually obligation or claim as of such date. The income of the Parent as reflected in the aggregate, reasonably SEC Reports consists solely of ordinary operating profits and none of such income consists of (i) income from a source other than operations of the business of the Parent and its Subsidiaries or (ii) a transaction outside the ordinary course of business of the Parent (whether or not such transaction would otherwise be likely to have a Company Material Adverse Effectconsidered extraordinary under GAAP).

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished made available to the SEC Purchaser a true and complete copy of each report, schedule, form, registration statement or other document or filing required and definitive proxy statement filed by the Exchange Act or Securities Act to be filed or furnished at or prior to Company with the time so required SEC since March 31, 1998 (such reports, schedules, forms and statements, the “"Company SEC Documents”"). No Subsidiary of , which are all the documents (other than preliminary materials) that the Company is was required to file or furnish any reportwith the SEC between March 31, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, 1998 and the SECdate hereof. As of their respective dates, each of the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933Act, or the Exchange Act, as amendedthe case may be, and the rules and regulations promulgated of the SEC thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such Company SEC DocumentDocuments, and none of the Company SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the Company SEC Documents complied, at the time the respective statements were filed, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in of the United States of America (“"GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the dates thereof and their consolidated results of operations and the consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its consolidated Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into for the periods presented therein. Except as disclosed in the ordinary course Company SEC Documents, there are no agreements, arrangements or understandings between the Company and any party who is or was at any time prior to the date hereof but after March 31, 1998 an Affiliate of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those the Company that would not, individually or are required to be disclosed in the aggregate, reasonably be likely to have a Company Material Adverse EffectSEC Documents.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished made available to the SEC Parent a true and complete copy of each report, schedule, formregistration statement, definitive proxy statement or other document or filing required and exhibit to the foregoing documents filed by the Exchange Act or Securities Act to be filed or furnished at or prior to Company with the time so required SEC since December 31, 2001 (such reports, schedules, forms and statements, the “"Company SEC Documents”"). No Subsidiary of , which are all the documents (other than preliminary material) that the Company is was required to file or furnish any reportwith the SEC since December 31, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC2001. As of their respective dates, each of the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 19331933 (the "Securities Act"), or the Exchange Act, as amendedthe case may be, and the rules and regulations promulgated of the SEC thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such Company SEC DocumentDocuments, and none of the Company SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Subsidiaries of the Company is required to file any forms, reports or other documents with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. The financial statements (including the related notes) of the Company included in the Company SEC Documents compliedwere prepared from the books and records of the Company and its Subsidiaries, at the time the respective statements were filed, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“"GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the dates thereof and their consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments)presented therein. Except as set forth or disclosed in the financial statements Company SEC Documents, there are no agreements, arrangements or understandings between the Company and any party who is at the date of this Agreement or was at any time prior to the date hereof but after December 31, 2001 an Affiliate of the Company that are required to be disclosed in the Company SEC Documents. (including ii) The Company has not received written notice from the notes theretoSEC or any other Governmental Entity that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Entity. Since December 31, 2001, the Company's independent public accounting firm has not informed the Company that it has any material questions, challenges or disagreements regarding or pertaining to the Company's accounting policies or practices. Since December 31, 2001, to the knowledge of the Company, no officer or director of the Company has received, or is entitled to receive, any material compensation from any entity that has engaged in or is engaging in any material transaction with the Company or any Subsidiary of the Company. For purposes of this Agreement, "knowledge" means the actual knowledge of the officers listed on Schedule 3.1(d) of the Company Disclosure Schedule with respect to the Company, and on Schedule 3.2(d) of the Parent Disclosure Schedule with respect to Parent, without investigation. Set forth on Schedule 3.1(d) of the Company Disclosure Schedule is a list of all off-balance sheet special purpose entities and financing arrangements of the Company and Subsidiaries of the Company. (iii) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Filed Company SEC Documents, the chief executive officer and chief financial officer of the Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act") and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effectsuch certifications are complete and correct.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished made available to the SEC MIT a true and complete copy of each report, schedule, form, registration statement or other document or filing required and definitive proxy statement filed by the Exchange Act or Securities Act to be filed or furnished at or Company with the SEC since January 1, 1996 and prior to or on the time so required date of this Agreement (such reports, schedules, forms and statements, the “"Company SEC Documents”"). No Subsidiary of , which are all the documents (other than preliminary material) that the Company is was required to file or furnish any reportwith the SEC between December 31, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, 1996 and the SECdate of this Agreement. As of their respective dates, each of the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933or the Exchange Act, as amendedthe case may be, and the rules and regulations promulgated of the SEC thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such Company SEC DocumentDocuments, and none of the Company SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has no outstanding and unresolved comments from the SEC with respect to any of the Company SEC Documents. The financial statements (including the related notes) of the Company included in the Company SEC Documents complied, at the time the respective statements were filed, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the dates thereof and their consolidated results of operations and the consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its consolidated Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into for the periods presented therein. Except as disclosed in the ordinary course Company SEC Documents, there are no agreements, arrangements or understandings between the Company and any party who is at the date of businessthis Agreement or was at any time prior to the date hereof but after January 1, 1996 an Affiliate (as defined in Section 4.1(k)) of any nature (whether accrued, absolute, contingent or otherwise), except for those the Company that would not, individually or are required to be disclosed in the aggregate, reasonably be likely to have a Company Material Adverse EffectSEC Documents.

SEC Documents. (ia) Since The Company has filed all forms, reports and documents required to be filed by it with the SEC since January 1, 20091996 (collectively, the "Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms and statements, the “SEC Documents”Reports"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the Company Reports and any such reports, forms and other documents filed by the Company with the SEC Documents complied as to form after the date of this Agreement (i) complied, or will comply, in all material respects with the applicable requirements of the Securities Act of 1933, as amendedamended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder and (collectivelyii) did not, the “Securities Act”) and the Exchange Actor will not, in each case, applicable to such SEC Document, and none of the SEC Documents at the time it was filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representation in the preceding sentence does not apply to any misstatement or omission in any Company Report filed prior to the date of this Agreement which was superseded by a subsequent Company Report filed prior to the date of this Agreement. No Subsidiary of the Company is required to file any report, form or other document with the SEC. (b) Each of the financial statements included in or incorporated by reference into the Company Reports (including the related notesnotes and schedules) of the Company included in the SEC Documents compliedpresents fairly, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by 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 Company and its consolidated Subsidiaries as of its date or, if applicable, the dates thereof and their consolidated results of operations operations, retained earnings or cash flows, as the case may be, of the Company and cash flows its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed , in each case in accordance with generally 14 accepted accounting principles consistently applied during the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise)periods involved, except for those that would not, individually or in the aggregate, reasonably as may be likely to have a Company Material Adverse Effectnoted therein.

SEC Documents. The Company has provided to the Purchaser the Company's Form 10SB filed with the Commission on December 12, 1997 (i) Since January 1the "SEC DOCUMENTS" and, 2009, together with the Schedules to this Agreement and other documents and information furnished by or on behalf of the Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or any time prior to the time so required (such reports, schedules, forms and statementsClosing, the “"DISCLOSURE MATERIALS") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents”). No Subsidiary Documents prior to the expiration of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SECsuch extension. As of their respective datesdates and subject to comments by the Commission, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the Exchange Act and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Documentthereunder, and none of the SEC Documents at the time it was filed or furnished Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, as to form comply in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“"GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC") applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto) , and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and their consolidated the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except Since January 1, 1997, except as set forth or specifically disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, (a) there has been no event, occurrence or development that has had or that could have or result in a Material Adverse Effect, (b) the Company and its Subsidiaries have no has not incurred any liabilities (contingent or obligations (otherwise) other than pursuant to Contracts entered into (x) liabilities incurred in the ordinary course of businessbusiness consistent with past practice and (y) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or liabilities not required to be reflected in the aggregateCompany's financial statements pursuant to GAAP, reasonably be likely (c) the Company has not altered its method of accounting or the identity of its auditors and (d) the Company has not declared or made any payment or distribution of cash or other property to have a stockholders or officers or directors (other than in compliance with existing Company Material Adverse Effectstock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of capital stock. The Company last filed audited financial statements with the Commission on December 12, 1997, and has not received any comments from the Commission in respect thereof.

SEC Documents. (i) Since January 1, 2009, the Company divine has timely filed with or furnished to the SEC each report, schedule, form, statement or other document or filing all required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms forms, statements and statementsother documents with the Securities and Exchange Commission (the "SEC") since December 31, 1999 (the “"SEC Documents”"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 19331934, as amendedamended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Documentthereunder, and none of the SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and publicly available prior to the date of this Agreement, none of 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 in order to make the statements therein not misleading. The financial statements (including the related notes) of the Company divine included in the SEC Documents complied, at the time the respective statements were filed, comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with U.S. generally accepted accounting principles in effect from time to time in the United States of America (“"GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by 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 Company divine and its consolidated Subsidiaries subsidiaries as of the dates thereof and their the consolidated results of operations their operation and cash flows cashflows for the periods then ended ending in accordance with GAAP (subject, in the case of the unaudited statements, to notes and normal year-year end audit adjustmentsadjustments and the absence of footnotes). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and neither divine nor any of its Subsidiaries have no subsidiaries has any liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually ) required by GAAP to be set forth on a consolidated balance sheet of divine and its consolidated subsidiaries or in the aggregate, notes thereto and which can reasonably be likely expected to have a Company Material Adverse Effectmaterial adverse effect on divine and its subsidiaries taken as a whole.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished to the SEC each reportall reports, schedulestatements, formschedules and other documents (collectively, statement or other document or filing the "SEC Documents") required by the Exchange Act or Securities Act to be filed or furnished at or prior by it pursuant to the Securities Act of 1933, as amended from time so required to time (such reports, schedules, forms and statements, the “SEC DocumentsSecurities Act”), and the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”). No Subsidiary of the Company is All SEC Documents required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SECbe filed were timely filed. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933or the Exchange Act, as amendedthe case may be, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Documentthereunder, and none of the SEC Documents Documents, at the time it was they were filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements (including the related notes) of the Company included in the SEC Documents complied, at (the time the respective statements were filed, "Financial Statements") complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time . Except (a) as may be indicated in the United States of America notes to the Financial Statements or (“GAAP”b) (except, in the case of the unaudited quarterly financial interim statements, as permitted by Form 10-Q of under the SEC) Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently 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 and consolidating financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal recurring year-end audit adjustmentsadjustments and footnotes). Except as set forth or disclosed in the financial statements (including Financial Statements filed with the notes thereto) included in SEC prior to the Filed SEC Documentsdate hereof, the Company and its Subsidiaries have has no liabilities liabilities, whether absolute, contingent or obligations (otherwise, other than pursuant to Contracts entered into (x) liabilities incurred in the ordinary course of businessbusiness subsequent to the date of such Financial Statements, (y) obligations under contracts and commitments incurred in the ordinary course of any nature business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (whether accrued, absolute, contingent or otherwisex) and (y), except for those that would not, individually or in the aggregate, reasonably be likely are not material to have the financial condition or operating results of the Company and (z) liabilities and obligations incurred in connection with the closing of the transactions contemplated hereby. Seller or the Company has provided a Company Material Adverse Effectcopy of all Financial Statements and all internal corporate financial statements, balance sheets, operating statements and similar financial records and related work papers, whether used in the preparation of the Financial Statements or in the ordinary course of the Company’s business.

SEC Documents. (i) Since January 1, 2009, the Company Regent has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such all reports, schedules, forms forms, statements and statements, other documents required to be filed by it with the “Commission pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934 (the "SEC Documents”"). No Subsidiary of , and during the Company is required 12 calender months prior to the Effective Time all such SEC Documents have been filed in a timely manner, except for any failure to timely file a document that would not make Regent ineligible to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SECcertain short form registration statements. As of their respective dates, each of the The Regent SEC Documents complied as to form in all material respects with the requirements of the "Securities Act of 1933Act" or the "Exchange Act", as amendedthe case may be, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such the SEC DocumentDocuments, and none of the SEC Documents Documents, at the time it was they were filed or furnished with the Commission, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements (including the related notes) of the Company Regent included in the SEC Documents complied, at the time the respective statements were filed, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (exceptprinciples, in the case of unaudited quarterly financial statementsconsistently applied, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position condition of the Company and its consolidated Subsidiaries Regent as of the respective dates thereof and their consolidated the results of its operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in Regent has not received notification from the financial statements (including the notes thereto) included in the Filed SEC DocumentsSEC, the Company and its Subsidiaries have no liabilities National Association of Securities Dealers Inc. and/or any federal or obligations state securities bureaus that any investigation (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent informal or otherwiseformal), except for those that would notinquiry or claim is pending, individually threatened or in the aggregate, reasonably be likely process against Regent and/or relating to have a Company Material Adverse Effectany of Regent's securities.

SEC Documents. For at least twelve (i12) Since January 1calendar months immediately preceding the date hereof, 2009, the Company CryoLife has timely filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such all reports, schedules, forms forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) (all of the foregoing filed prior to the date hereof, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). No Subsidiary True, correct and complete copies of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, SEC Documents are available on the SEC▇▇▇▇▇ system. As of their respective filing dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Exchange Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such the SEC DocumentDocuments, and none of the SEC Documents Documents, at the time it was they were filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The As of their respective filing dates, the financial statements (including the related notes) of the Company CryoLife included in the SEC Documents complied, at the time the respective statements were filed, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (exceptprinciples, in the case of unaudited quarterly financial statementsconsistently applied, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (A) as may be otherwise indicated in such financial statements or the notes thereto, or (B) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries CryoLife as of the dates thereof and their the consolidated results of operations and cash flows of CryoLife for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

SEC Documents. (i) Since January 1, 20091997, the Company has filed with or furnished to or, in the case of the Company Post-Signing SEC each reportDocuments (as defined in Section 6.10), schedule, form, statement or other document or filing will file all required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms forms, statements and statementsother Documents with the SEC (as defined in Article X) (collectively, including the Company Post-Signing SEC Documents, the “"COMPANY SEC Documents”DOCUMENTS"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the Company SEC Documents complied or, in the case of the Company Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and or the Exchange Act, in each case, applicable to such SEC Documentas the case may be, and none of the Company SEC Documents at contained or, in the time it was filed or furnished contained case of the Company Post-Signing SEC Documents, will contain, any untrue statement of a material fact or omitted or, in the case of the Company Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents complied(the "FINANCIAL STATEMENTS") comply or, at in the time case of the respective statements were filedCompany Post-Signing SEC Documents, will comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been or, in the case of the Company Post-Signing SEC Documents, will have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) GAAP (except, in the case of unaudited quarterly financial statements, for the lack of normal year-end adjustments, the absence of footnotes and as permitted by Form 10-Q QSB and Item 310 of Regulation S-B of the SEC) applied on a consistent basis during the periods involved subject thereto (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and their the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustmentsadjustments and the absence of footnotes). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC DocumentsFinancial Statements, as required by GAAP or as required by any Governmental Entity, the Company and its Subsidiaries have no liabilities has not, since December 31, 1997, made any change in accounting practices or obligations (other than pursuant to Contracts entered into policies applied in the ordinary course preparation of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse EffectFinancial Statements.

SEC Documents. (i) Since January 1, 2009, the Company Buyer has timely filed with or furnished to the SEC each reportall forms, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms statements and statementsother documents (including exhibits and other information incorporated therein) required to be filed by it since December 31, 2006 under the Securities Act, or the Exchange Act (such documents, as supplemented and amended since the time of filing, collectively, the “Buyer SEC Documents”). No Subsidiary subsidiary of the Company Buyer is required to file or furnish any form, report, scheduleregistration statement, form, statement prospectus or other document with, or make any other filing with, or furnish any other material to, with the SEC. As To the knowledge of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectivelyBuyer, the “Securities Act”) and Buyer SEC Documents, including any financial statements or schedules included in the Exchange ActBuyer SEC Documents, in each case, applicable to such SEC Document, and none of the SEC Documents at the time it was filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively and, in the case of any Buyer SEC Document amended or furnished contained superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing): (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements , and (including the related notesb) of the Company included in the SEC Documents complied, at the time the respective statements were filed, as to form complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Buyer (including the related notes) included in the Buyer SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Buyer SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Form 10-QSB of the SEC), and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes normal, recurring audit adjustments not material in amount and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed giving effect to amendments of Buyer SEC Documents, ) in all material respects the Company consolidated financial position of Buyer and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in consolidated subsidiaries as at the ordinary course dates thereof and the consolidated results of business) of any nature (whether accrued, absolute, contingent or otherwise), except their operations and cash flows for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effectperiods then ended.

SEC Documents. (i) Since January 1June 30, 20091998, the Company has timely filed with or furnished to the Securities and Exchange Commission (the "SEC") all reports, statements, schedules and other documents (collectively, the "SEC each report, schedule, form, statement or other document or filing Documents") required by the Exchange Act or Securities Act to be filed or furnished at or prior by it pursuant to the time so required Securities Exchange Act of 1934, as amended (such reports, schedules, forms and statements, the “SEC Documents”"Exchange Act"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Exchange Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Documentthereunder, and none of the SEC Documents Documents, at the time it was they were filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements (including the related notes) of the Company included in the SEC Documents complied, at (the time the respective statements were filed, "Financial Statements") complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time . Except (i) as may be indicated in the United States of America notes to the Financial Statements or (“GAAP”ii) (except, in the case of the unaudited quarterly financial interim statements, as permitted by Form 10-Q of QSB under the SEC) Exchange Act, the Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles consistently 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 Company and its consolidated Subsidiaries as of the dates thereof and their the consolidated results of operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal recurring year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no Other than liabilities or obligations (other than pursuant to Contracts entered into incurred in the ordinary course of business) business subsequent to the date of any nature (such Financial Statements, there are no liabilities of the Company, whether accrued, absolute, contingent or otherwise), except for those that would notwhich have not been reflected in the Financial Statements, which liabilities, individually or in the aggregate, reasonably be likely are material to have a Company Material Adverse Effectthe financial condition or operating results of the Company.

SEC Documents. (ia) Since January 1, 2009, the The Company has filed with or furnished to on a timely basis all required reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated therein) with the SEC each reporton or after April 30, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required 2011 (such reports, schedules, forms and forms, statements, and other documents being hereinafter referred to as the “SEC Documents”). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amendedamended (the “Securities Act”), the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may be, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC DocumentDocuments, and none of the SEC Documents at the time it was filed or furnished as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent amended or superseded by a later filing prior to the date hereof. As of the date hereof, there are no material outstanding or unresolved written comments received from the SEC with respect to any of the SEC Documents. (b) The consolidated financial statements (including the any related notesnotes and schedules) of the Company included in the SEC Documents complied, at (the time the respective statements were filed, “Financial Statements”) comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with U.S. generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited consolidated quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and their the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to notes and normal year-end audit adjustments). (c) The Company maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. Except as set forth or Such disclosure controls and procedures are reasonably designed to ensure that material information required to be disclosed by the Company in the SEC Documents is recorded and reported on a timely basis to the individuals responsible for the preparation of the SEC Documents. The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the notes thereto) included for external purposes in the Filed SEC Documentsaccordance with GAAP. Since April 30, 2011, the Company has disclosed to the Company’s auditors and the Audit Committee of the Board of Directors of the Company (A) 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 Exchange Act) that were Known to the Company and (B) any fraud or allegation of fraud Known to the Company that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) Since April 30, 2011, (i) to the Knowledge of the Company, none of the Company or any of its Subsidiaries have or any of their directors or executive officers has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no liabilities attorney representing the Company or obligations (other than pursuant any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported to Contracts entered into in the ordinary course Board of business) Directors of the Company, any nature (whether accruedcommittee thereof or to any executive officer of the Company evidence of a material violation of securities laws, absolutea breach of fiduciary duty or a similar material violation by the Company or any of its Subsidiaries or any of their officers, contingent directors or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effectemployees.

SEC Documents. (i) Since January 1, 2009, the Company The Purchaser has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing all reports required by the Exchange Act or Securities Act to be filed by the Purchaser pursuant to the Exchange Act, including pursuant to Section 13(a) or furnished at 15(d) thereof, ("SEC Documents") on a timely basis or received a valid extension of such time of filing and has filed any such SEC Documents prior to the time so required (expiration of any such reports, schedules, forms and statements, the “SEC Documents”). No Subsidiary extension of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SECtime. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Exchange Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Documentpursuant thereto, and none of the SEC Documents at the time it was filed or furnished Documents, when filed, contained any untrue statement of a material fact or omitted to state specify a material fact required to be stated specified therein or necessary in order to make the statements therein, in light information therein not misleading. All material agreements to which the Purchaser is a party or to which the property or assets of the circumstances under which they were madePurchaser are subject have been filed as exhibits to the SEC Documents, not misleadingas required. The financial statements (including the related notes) of the Company Purchaser included in the SEC Documents complied, at the time the respective statements were filed, as to form comply in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis GAAP during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto) , and fairly present present, in all material respects respects, the consolidated financial position situation of the Company and its consolidated Subsidiaries Purchaser as of and for the dates thereof and their consolidated the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in Since the date of the financial statements (including the notes thereto) statements. included in the Filed SEC DocumentsPurchaser's last filed Quarterly Report on Form 10-Q there has been no event, occurrence or development that has had, or would reasonable be expected to have, a material adverse effect on the Company and Purchaser or its Subsidiaries have no liabilities or obligations (other than pursuant business that has not been specifically disclosed to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in Seller by the aggregate, reasonably be likely to have a Company Material Adverse EffectPurchaser.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing all reports required by the Exchange Act or Securities Act to be filed by it under the Exchange Act, including pursuant to Section 13(a) or furnished at 15(d) thereof, for the one year preceding the date hereof (or prior such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC Documents") on a timely basis, or has received a valid extension of such time of filing (in which case it has made all such filings in the time so required (by such reports, schedules, forms and statements, the “SEC Documents”extension). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective filing dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and or the Exchange Act, in each caseas the case may be, applicable to such SEC Documentand the published rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents at the time it was filed or furnished Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, as to form comply in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (involved, except as may be otherwise specifically indicated in such financial statements or the notes thereto) thereto or, in the case of unaudited interim statements, to the extent they may include footnotes or may be condensed as summary statements, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and their consolidated the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth The Company last filed audited financial statements with the Commission in its Annual Report on Form 10-K for the year ended May 31, 1997 and the Company has not received any comments from the Commission in respect of such audited financial statements. Since the date of the financial statements included in the Annual Report on Form 10-K for the year ended May 31, 1997, there has been no event, occurrence or development that has had, would have or could reasonably be expected to result in a Material Adverse Effect which is not specifically disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse EffectDisclosure Materials.

SEC Documents. General Partner’s and Parent’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2012 (i) Since January 1the “Parent 2012 Form 10-K”), 2009and all other reports, the Company has filed with registration statements, definitive proxy statements or furnished to the SEC each report, schedule, form, statement or other document or filing information statements required by the Exchange Act or Securities Act to be filed or furnished at by General Partner or prior to the time so required (such reports, schedules, forms and statements, the “SEC Documents”). No Subsidiary of the Company is required to file Parent or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective datesSubsidiaries subsequent to January 1, each of the SEC Documents complied as to form in all material respects with the requirements of 2010 under the Securities Act of 1933, as amended, and or under the rules and regulations promulgated thereunder Exchange Act with the SEC (collectively, the “Securities ActParent SEC Documents”) and in the form filed, as amended, (i) complied as to form with the applicable requirements under the Securities Act or the Exchange Act, in each case, applicable to such SEC Documentas the case may be, and none of the SEC Documents at the time it was filed or furnished contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements ; and each of the balance sheets contained in or incorporated by reference into any such Parent SEC Document (including the related notesnotes and schedules thereto) fairly presents the financial position of the Company included entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in the stockholders’ equity and cash flows or equivalent statements in such Parent SEC Documents complied(including any related notes and schedules thereto) fairly presents the results of operations, at the time the respective statements were filedchanges in stockholders’ equity and changes in cash flows, as to form in all material respects with the applicable accounting requirements and the published rules and regulations case may be, of the SEC with respect theretoentity or entities to which such statement relates for the periods to which it relates, were prepared in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in effect from time each case as may be noted therein, subject to time in the United States of America (“GAAP”) (except, normal year end audit adjustments in the case of unaudited quarterly financial statements, as permitted by . Except for those liabilities that are fully reflected or reserved against in the most recent audited consolidated balance sheet of General Partner and its Subsidiaries contained in the Parent 2012 Form 10-Q of K and, except for liabilities reflected in Parent SEC Documents filed prior to 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 Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth date hereof or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into incurred in the ordinary course of business) business consistent with past practices or in connection with this Agreement, since December 31, 2012, neither General Partner nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually ) required by GAAP to be set forth on its consolidated balance sheet or in the aggregatenotes thereto, other than those which would not reasonably be likely expected to have a Company Material Adverse Effectmaterial adverse effect on General Partner’s, Parent’s or Merger Sub’s ability to consummate the transactions contemplated hereby.

SEC Documents. (i) Since January 1, 2009Except as Previously Disclosed, the Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such all reports, schedules, forms forms, statements and statementsother documents with the SEC required to be filed by the Company or furnished by the Company since December 31, 2005 (including any items incorporated by reference or attached as Exhibits thereto) (the “SEC Documents”). No Company Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SECfilings of SEC Documents. As of their respective datesdates of filing, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amendedamended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Documentthereto, and none of the SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from the SEC with respect to any SEC Document. The audited consolidated financial statements and the unaudited quarterly financial statements (including including, in each case, the related notesnotes thereto) of the Company included in the SEC Documents complied, at the time the respective statements were filed, when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in all material respects in accordance with United States generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial 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 Company and its consolidated Subsidiaries as of the dates thereof and their the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to notes and normal year-end audit adjustments). Except as set forth specifically reflected or disclosed reserved against in the financial statements (including audited consolidated balance sheet of the notes thereto) Company as at September 30, 2007 included in the Filed SEC Documents, neither the Company and its nor any of the Company Subsidiaries have no any liabilities or obligations (other than pursuant whether absolute, accrued, contingent, fixed or otherwise) of any nature that would be required under GAAP, as in effect on the date of this Agreement, to Contracts entered into be reflected on a consolidated balance sheet of the Company (including the notes thereto), except liabilities and obligations that (A) were incurred in the ordinary course of businessbusiness consistent with past practice since September 30, 2007 or (B) of any nature (whether accrued, absolute, contingent or otherwise), except for those that have not had and would not, individually or in the aggregate, reasonably be likely expected to have have, a Company Material Adverse Effect. (ii) The Company (A) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board of Directors (1) 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 Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date of this Agreement, the Company has no knowledge of any reason 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 the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due. Since December 31, 2005, (x) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices, and (y) no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any such subsidiary, 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 Board of Directors or any committee thereof or to any director or officer of the Company.

SEC Documents. (i) Since January 1, 20092014, the Company EFI has timely filed with or furnished to the SEC U.S. Securities Exchange Commission (“SEC”), and has heretofore made available to Sellers true and complete copies of, each form, registration statement, report, schedule, form, proxy or information statement or and other document (including exhibits and amendments thereto), required to be filed, furnished or filing required submitted by it with the Exchange SEC or mailed to its shareholders pursuant to the 1933 Act, the 1934 Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms and statements, the “SEC Documents”). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities ActEFI SEC Reports”). As of their respective dates (or, if any EFI SEC Reports were amended, as of the date such amendment was filed with the SEC), each EFI SEC Report, including any financial statements or schedules included therein and as amended, if amended, (i) complied in all material respects with all applicable requirements of the 1933 Act and the Exchange 1934 Act, in each case, applicable to such SEC Documentas the case may be, and none of the SEC Documents at the time it was filed or furnished contained applicable rules promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements (including the related notes) of the Company EFI included in the EFI SEC Documents complied, at the time the respective statements were filed, as to form Reports complied in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles in effect from time to time in or the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statementsInternational Financial Reporting Standards, as permitted by Form 10-Q of the SEC) applied on a consistent basis applicable, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries EFI as of the dates thereof and their consolidated the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documentsadjustments which will not be material, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, either individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect).

SEC Documents. (i) Since January 11 January, 20091999, the Company Purchaser has timely filed with or furnished to the SEC each reportall reports, scheduleSchedules, formforms, statement or statements and other document or filing documents required by the Exchange Act or Securities Act to be filed or furnished at or prior by it with the Securities and Exchange Commission (the "SEC") pursuant to the time so required reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such reports, schedules, forms and statements, documents being referred to 8.1 hereafter as the “"SEC Documents”"). No Subsidiary The Purchaser has delivered to each Vendor true and complete copies of the Company is required to file or furnish any reportSEC Documents, scheduleexcept for exhibits, form, statement or other document with, or make any other filing with, or furnish any other material to, the SECSchedules and incorporated documents. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Exchange Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such the SEC DocumentDocuments, and none of the SEC Documents Documents, at the time it was they were filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading None of the statements made in any such SEC Documents which is required to be updated or amended under applicable law has not been so updated or amended. The financial statements (including the related notes) of the Company Purchaser included in the SEC Documents compliedhave been prepared in accordance with US generally accepted accounting principles, at the time the respective statements were filedconsistently applied, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) and in the case of unaudited interim statements, to the extent they do not include footnotes or are condensed or summary statements) and, fairly present in all material respects the consolidated financial position of the Purchaser and any consolidated Purchaser Group Company and its consolidated Subsidiaries as of the dates thereof and their the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal normal, immaterial year-end audit adjustments). Except as set forth or disclosed in the financial statements (including or the notes thereto) thereto of the Purchaser included in the Filed SEC Documents, the Company and its Subsidiaries have Purchaser has no liabilities liabilities, contingent or obligations (otherwise, other than pursuant to Contracts entered into (i) liabilities incurred in the ordinary course of businessbusiness consistent with past practice subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of any nature business consistent with past practice and (whether accruediii) liabilities not required under generally accepted accounting principles to be reflected in such financial statements, absolute, contingent or otherwisein each case of Section (i), except for those that would not(ii) and (iii) next above which, individually or in the aggregate, reasonably be likely are not material to the financial condition, business, operations, properties, operating results or prospects of the Purchaser and any Purchaser Group Company or to the transactions contemplated hereby or to the Purchaser's Shares. To the extent required by the rules of the SEC applicable thereto, the SEC Documents contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments existing as of the respective date of each such SEC Document (or such other date required by the rules of the SEC) to which the Purchaser or any subsidiary is a party or by which the Purchaser or any subsidiary is bound or to which any of the properties or assets of the Purchaser or any subsidiary is subject (each a "Contract"). None of the Purchaser, Purchaser Group Company or, to the best knowledge of the Purchaser, any of the other parties thereto, is in breach or violation of any Contract, which breach or violation would have a Company Material Adverse Effectmaterial adverse effect on the Purchaser. No event, occurrence or condition exists which, with the lapse of time, the giving of notice, or both, could become a default by the Purchaser or its Subsidiary thereunder which would have a material adverse effect on the Purchaser.

SEC Documents. (i) Since January 1, 2009To the knowledge of the Seller, the Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such all reports, schedulesstatements, forms schedules and statementsother documents (collectively, the “SEC Documents”). No Subsidiary of the Company is ) required to file or furnish any reportbe filed by it pursuant to the Securities Act, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, and the SECExchange Act. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933or the Exchange Act, as amendedthe case may be, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and none of the SEC Documents promulgated thereunder, except that certain current reports may not have been timely filed. None of the SEC Documents, at the time it was they were filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements (including the related notes) of the Company included in the SEC Documents complied, at (the time the respective statements were filed, “Financial Statements”) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (a) as may be indicated in the notes to the Financial Statements or (b) in the case of the unaudited interim statements, were as filed under Form 6-K under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) consistently 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 and consolidating financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal recurring year-end audit adjustmentsadjustments and footnotes). Except as set forth or disclosed in the financial statements (including Financial Statements filed with the notes thereto) included in SEC prior to the Filed SEC Documentsdate hereof, the Company and its Subsidiaries have has no liabilities liabilities, whether absolute, contingent or obligations (otherwise, other than pursuant to Contracts entered into (x) liabilities incurred in the ordinary course of businessbusiness subsequent to the date of such Financial Statements, (y) obligations under contracts and commitments incurred in the ordinary course of any nature business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (whether accrued, absolute, contingent or otherwisex) and (y), except for those that would not, individually or in the aggregate, reasonably be likely are not material to have a Company Material Adverse Effectthe financial condition or operating results of the Company, and (z) liabilities and obligations incurred in connection with the Closing.

SEC Documents. (i) Since January 1, 2009, the The Company has filed with or furnished made available to the SEC Purchasers true and complete copies of the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and each report, schedule, form, proxy statement or other document or filing required registration statement filed by the Company with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") or the Securities Act since the filing of such Annual Report through the date hereof (collectively such documents are referred to be filed or furnished at or prior to as the time so required (such reports, schedules, forms and statements, the “"SEC Documents”DOCUMENTS"). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amendedExchange Act, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and none of the SEC promulgated thereunder and the SEC Documents at the time it was filed or furnished contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, as to form complied in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto, were thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“"GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to notes and normal year-end audit adjustments). Except as set forth for indebtedness incurred in that certain financing transaction that closed on or disclosed in around December 10, 2001, by and among the financial statements (including the notes thereto) included in the Filed SEC DocumentsCompany, ▇▇▇▇▇▇ ▇▇▇▇▇, and certain other Purchasers, neither the Company and nor any of its Subsidiaries have no subsidiaries has any material indebtedness, obligations or liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature kind (whether accrued, absolute, contingent or otherwise), except for those and whether due or to become due) that would nothave been required to be reflected in, individually reserved against or otherwise described in the financial statements or in the aggregatenotes thereto in accordance with GAAP, reasonably be likely to have a Company Material Adverse Effectwhich was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.