Common use of SEC Documents Clause in Contracts

SEC Documents. Seller has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented therein.

SEC Documents. Seller The Trust has filed all required forms, reports and documents with the United States Securities and Exchange Commission ("SEC") since December 31, 1994 (collectively, the “SEC”) "Trust SEC Reports"), all of which were prepared in accordance with the applicable requirements of the Exchange Act and the Securities Act. The Trust SEC Reports were filed with the SEC in a timely manner and constitute all forms, reports, schedules, statements reports and other documents required to be filed by it the Trust since March 20December 31, 2000 (as such documents have been amended since 1994 under the time of their filing, collectivelySecurities Act, the “Seller Reports”Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Trust SEC Reports (i) complied as to form in all material respects with the Securities Act or the Exchange Act, as the case may be, and the rules and regulations applicable requirements of the SEC promulgated thereunder applicable to such Seller Reports Securities Laws and (collectively, the “Securities Laws”), and ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None Each of the Seller Subsidiaries is required balance sheets of the Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the financial position of the Trust as of its date and each of the statement of income, retained earnings and cash flows of the Trust included in or incorporated by reference into the Trust 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 Trust for the periods set forth therein (subject, in the case of unaudited statements, to file any formsnormal year-end audit adjustments which would not be material in amount or effect), reports or other documents in each case in accordance with generally accepted accounting principles consistently applied during the SEC periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections Section 13 or 15 15(d) of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented therein.

SEC Documents. Seller (i) The Company has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the United States Securities and Exchange Commission (the “SEC”) all formssince February 15, reports2005 and prior to the date of this Agreement (the “Company SEC Documents” and, schedules, statements and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since together with the time of their filing, collectivelySubsidiary SEC Documents, the “Seller ReportsSEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective dates ordates, if each of the Company SEC Documents, as amended, complied as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Company SEC Documents, and did not contain none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. . (ii) The financial statements of the Seller Company included in the Seller Reports have been prepared fromCompany SEC Documents, including all notes and are in accordance withschedules thereto, the books and records of Seller and its consolidated subsidiaries, comply complied in all material respects with applicable accounting requirements and respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles in the United States (“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 in accordance with applicable requirements of GAAP (subject, in the consolidated case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the cash flows of Seller the Company and its consolidated subsidiaries as at the dates thereof or Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the "SEC Documents"). The Seller has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendmentor for any period beginning on or after January 1, the Seller Reports2002, including, without limitation, any financial statements or schedules included therein, complied (i) were prepared in all material respects in accordance with the Securities Act or requirements of the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered to the Purchaser a correct and complete copy of each report (including, without limitation, the 2004 Proxy Statement) which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2003 (the "Recent Reports"). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared frombe so disclosed, and are in accordance with, no material non-public information has been disclosed to the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinPurchasers.

SEC Documents. Seller DVN has made available to PZE each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the United States Securities SEC prior to the date hereof (collectively, the "DVN Reports"), and Exchange Commission (the “SEC”) DVN has filed all forms, reports, schedules, statements reports and other documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”)time. As of their respective dates ordates, if amended, as the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements of the date of the last such amendmentSecurities Act, the Seller ReportsExchange Act, including, without limitation, any financial statements or schedules included therein, and the rules and regulations thereunder and complied in all material respects with the Securities Act or the Exchange Act, as the case may be, then applicable accounting requirements and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any formsmisleading except for such statements, reports or other documents if any, as have been modified by subsequent filings with the SEC pursuant prior to Sections 13 or 15 the date hereof. Each of the Exchange Act. The financial statements of the Seller consolidated balance sheets included in or incorporated by reference into the Seller DVN Reports have been prepared from, (including the related notes and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of DVN and with the published rules its Subsidiaries as of its date and regulations each of the SEC with respect theretoconsolidated statements of operations, have been prepared cash flows and shareholders' equity included in accounting requirements or incorporated by reference into the DVN Reports (including any related notes and with schedules) fairly presents in all material respects the published rules results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and regulations its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SEC with respect theretoSEC), have been prepared in each case in accordance with United States generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis during the periods involved (involved, except as may be indicated noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the notes thereto) and fairly present DVN Reports or which would not have, individually or in the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinaggregate, a DVN Material Adverse Effect.

SEC Documents. Seller The Company has filed with the United States Securities SEC, and Exchange Commission (the “SEC”) has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, forms, statements and other documents required to be filed with the SEC by it the Company since March 20May 1, 2000 1996 (as such documents have been amended since the time of their filing, collectivelytogether with all information incorporated therein by reference, the “Seller Reports”"SEC Documents"). No Subsidiary of the Company is required to file any report, schedule, form, statement or other document with the SEC. As of their respective dates ordates, if amended, as each of the date of the last such amendmentSEC Documents filed prior to June 15, the Seller Reports, including, without limitation, any financial statements or schedules included therein, 2002 (each a "Filed SEC Document") complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and none of the Filed SEC Documents at the time they were 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. Except to the extent that information contained in any Filed SEC Document has been revised or superseded by a later Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or 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. Each SEC Document that the Company files with the SEC on or after June 15, 2002, as of the date thereof, will comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)thereunder, and did not none of such SEC Documents will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None , except that, in the case of the Seller Subsidiaries Proxy Statement, no representation is required made by the Company with respect to file any forms, reports statements made therein based on information supplied by Parent or other documents with Sub in writing specifically for inclusion in the SEC pursuant to Sections 13 or 15 of the Exchange ActProxy Statement. The financial statements (including the related notes) of the Seller Company included in the Seller Reports have been prepared fromSEC Documents (including the Proxy Statement) and the Other Filings complied, and are in accordance withas of the date filed, the books and records of Seller and its consolidated subsidiariesor will comply when filed, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been or will be prepared in accordance with United States generally U.S. accepted accounting principles (“"GAAP”") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented or will 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 of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments and the absence of footnotes).

SEC Documents. Seller SKM has furnished PAL with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by SKM with the SEC since August 31, 1999 and all correspondence from the Securities and Exchange Commission and any blue sky administrator with respect thereto (as such documents have since the time of their filing been amended, the "SKM SEC Documents") and since that date SKM has filed with the United States Securities and Exchange Commission (the “SEC”) SEC all forms, reports, schedules, statements and other documents required to be filed pursuant to Section 15(d) of the Exchange Act, including but not limited to, a statement of beneficial ownership on the appropriate form, by it since March 20, 2000 each person known by SKM to beneficially own more than five percent (as such documents have been amended since 5%) of the time issued and outstanding Common Stock of their filing, collectively, SKM and an Information Statement under Rule 14f-1 of the “Seller Reports”)SEC describing the change of the Board of Directors of SKM contemplated hereby. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SKM SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SKM SEC Documents, and did not contain none of the SKM SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller SKM included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, SKM SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared are accurate, complete and in accounting requirements and accordance with the published rules books and regulations records of the SEC with respect thereto, SKM and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) 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-QSB of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of SKM as of the dates thereof and the consolidated results of its operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended.

SEC Documents. Seller (i) The Company has made available to Parent (including, for the purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each form, report, statement, schedule, prospectus, registration statement, definitive proxy statement and other documents filed or furnished by the Company with the United States Securities and Exchange Commission (the “SEC”) since January 1, 2012 (the “Company SEC Documents”), which are all the forms, reports, statements, schedules, prospectuses, registration statements, definitive proxy statements and other documents that the Company was required to be filed by it file with the SEC since March 20January 1, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”)2012. As of their respective dates orits filing date, if each of the Company SEC Documents, as amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Company SEC Documents, and did not contain none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None As of the Seller Subsidiaries is required to file any formsdate of this Agreement, reports there are no outstanding or other documents with unresolved SEC comments. To the SEC pursuant to Sections 13 or 15 knowledge of the Exchange Act. Company, as of the date of this Agreement, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC Comment. (ii) The financial statements of the Seller Company (including any related notes thereto) included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply Company SEC Documents complied 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(including Regulation S-X), have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles in the United States (“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 in accordance with applicable requirements of GAAP (subject, in the consolidated case of the unaudited statements, to normal year-end audit adjustments none of which are expected to have, individually or in the aggregate, a Company Material Adverse Effect) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the cash flows of Seller the Company and its consolidated subsidiaries as at the dates thereof or Subsidiaries for the periods presented therein. (iii) The Company has (A) designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to its principal executive officer and principal financial officer; (B) designed internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP; (C) evaluated the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation; and (D) to the extent required by applicable law, disclosed in such report or amendment any change in the Company’s internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. (iv) The Company has disclosed, based on the most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting in connection with the Company’s financial reporting. (v) Since January 1, 2012, (A) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries 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 of its Subsidiaries or their respective internal accounting controls, including any credible complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or their respective officers, directors, employees or agents to the Board or any committee thereof or to any director or officer of the Company. (vi) Since January 1, 2012, the Company has complied in all material respect with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder) and (B) the applicable listing and corporate governance rules and regulations of NASDAQ.

SEC Documents. Seller The Company has made available to each Purchaser, a true and complete copy of the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2004, the Company’s Quarterly Reports on Form 10-QSB for the three months ended March 31, 2005, June 30, 2005 and September 30, 2005 and any other statement, report, registration statement (other than registration statements on Form S-8) or definitive proxy statement filed by the Company with the United States Securities SEC during the period commencing on December 31, 2004 and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of ending on the date of hereof. The Company will, promptly upon the last such amendmentfiling thereof, the Seller Reportsalso make available to each Purchaser all statements, reports (including, without limitation, Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K), registration statements and definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all such materials required to be furnished to each Purchaser pursuant to this sentence or pursuant to the next preceding sentence of this Section 3.6 being called, collectively, including any financial statements or schedules included thereinamendments thereto, complied the “SEC Documents”). The Company has made available to each Purchaser a draft (dated March 23, 2006) of the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2005 (the “Draft 10-KSB”). Since January 1, 2005, the Company has timely made all filings required to be made by it under the Exchange Act and the securities laws of any state, and any rules and regulations promulgated thereunder. The SEC Documents comply in all material respects with the Securities requirements of the Exchange Act or the Exchange Securities Act, as the case may beapplicable, and the rules and regulations none of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None , as of their respective filing dates, except to the extent corrected by a subsequently filed SEC Document filed prior to the date hereof; provided, that, it is hereby acknowledged and agreed that the Company is not making any representation or warranty pursuant to this sentence in respect of the Seller Subsidiaries Draft 10-KSB. The Company is required eligible to file any forms, reports or other documents use a registration statement on Form S-3 with respect to the SEC registration of Registrable Securities (as such term is defined in the Registration Rights Agreement) pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinRegistration Rights Agreement.

SEC Documents. Seller Devon has made available to Santa ▇▇ ▇▇▇▇▇▇ each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Devon with the SEC since January 1, 1999, each in the form (including exhibits and any amendments thereto) filed with the United States Securities SEC prior to the date hereof (collectively, the "Devon Reports"), and Exchange Commission (the “SEC”) Devon has filed all forms, reports, schedules, statements reports and other documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”)time. As of their respective dates ordates, if amended, as the Devon Reports (i) were prepared in all material respects in accordance with the applicable requirements of the date of the last such amendmentSecurities Act, the Seller ReportsExchange Act, including, without limitation, any financial statements or schedules included therein, and the rules and regulations thereunder and complied in all material respects with the Securities Act or the Exchange Act, as the case may be, then applicable accounting requirements and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any formsmisleading except for such statements, reports or other documents if any, as have been modified by subsequent filings with the SEC pursuant prior to Sections 13 or 15 the date hereof. Each of the Exchange Act. The financial statements of the Seller consolidated balance sheets included in or incorporated by reference into the Seller Devon Reports have been prepared from, (including the related notes and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of Devon and with the published rules its Subsidiaries as of its date and regulations each of the SEC with respect theretoconsolidated statements of operations, have been prepared cash flows and stockholders' equity included in accounting requirements or incorporated by reference into the Devon Reports (including any related notes and with schedules) fairly presents in all material respects the published rules results of operations, cash flows or changes in stockholders' equity, as the case may be, of Devon and regulations its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SEC with respect theretoSEC), have been prepared in each case in accordance with United States generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis during the periods involved (involved, except as may be indicated noted therein. Since December 31, 1999, neither Devon nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the notes thereto) and fairly present Devon Reports or which would not have, individually or in the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinaggregate, a Devon Material Adverse Effect.

SEC Documents. Seller Except as set forth in Schedule 5.8, since January 1, 2003, the Company has timely filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, forms, statements and other documents required to be filed by it since March 20with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and after January 1, 2000 (2003, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as such documents have been amended since the time of their filing, collectively, the “Seller ReportsSEC Documents”). As The Company has delivered to the Purchasers true and complete copies of the SEC Documents, except the exhibits and schedules thereto and the documents incorporated therein. Except as set forth in Schedule 5.8, as of their respective dates ordates, if amended, as the SEC Documents complied with the requirements of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except as set forth in Schedule 5.8, as of their respective dates, the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply SEC Documents complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable with respect thereto. Except as set forth in Schedule 5.8, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) 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 the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to immaterial year-end audit adjustments).

SEC Documents. Seller The Company has filed with the United States Securities and Exchange Commission (the “SEC”) SEC all forms, ------------- reports, schedules, forms, statements and other documents required pursuant to be filed by it the Securities Act and the Exchange Act since March 20January 1, 2000 1998, including, without limitation, the Amendment No. 4 to the Company's Registration Statement on Form S-1 (as Registration No. 333-75907) (such documents have been amended since Amendment No. 4 being herein called the time of their filing"Form S-1") and the Company's quarterly report on Form 10-Q for the -------- period ended June 30, 1999 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Seller Reports”"SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Form S-1 and the other ------------- SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The consolidated financial statements of the Seller Company included in all SEC Documents filed since January 1, 1998 (the Seller Reports have been prepared from, "SEC Financial Statements") and are the Company's pro-forma ------------------------- consolidated financial statements set forth in accordance with, the books and records of Seller and its consolidated subsidiaries, Form S-1 comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) except, in the case of unaudited consolidated quarterly 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 accordance with generally accepted accounting principles the consolidated financial position of the Company (and its Subsidiaries) as of the dates thereof and the consolidated results of its operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. Seller has The Company and its Subsidiaries have filed with the United States Securities and Exchange Commission (the “SEC”) or furnished all forms, required reports, schedules, registration statements and other documents required and exhibits thereto with or to be filed by it the SEC since March 20December 31, 2000 2005 and through the Business Day prior to the date of this Agreement (as such documents have been amended since the time of their filing, collectively, the “Seller ReportsCompany SEC Documents”)) except as set forth on Company Disclosure Schedule 4.6. As of their respective dates of filing with or publicly furnishing to the SEC (or, if amendedamended or supplemented by a filing prior to the date hereof, as of the date of the last such amendmentlatest filing), the Seller Reports, including, without limitation, any financial statements or schedules included therein, Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Company SEC Documents, and did not contain none of the Company SEC Documents when filed with or publicly furnished to the SEC (or, if amended or supplemented by a filing prior to the date hereof, as of the date of such latest filing) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Company and its Subsidiaries, included in the Seller Reports have been prepared fromCompany SEC Documents complied, and are in accordance withas of their respective dates of filing with the SEC (or, if amended or supplemented by a filing prior to the books and records date hereof, as of Seller and its consolidated subsidiariesthe date of such latest filing), comply in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by the requirements of Form 10-Q promulgated by the SEC and the requirements of Regulation S-X promulgated by the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries (in the case of Company SEC Documents filed by the Company) or the entities purported to be presented therein (in the case of Company SEC Documents filed by Subsidiaries or separate accounts) and the consolidated results of operations operations, changes in shareholder’s equity and cash flows of Seller and its consolidated subsidiaries such companies or entities as at of the dates thereof or and for the periods presented thereinshown (subject, in the case of any unaudited interim financial statements, to normal and recurring year-end adjustments as permitted by Form 10-Q and Regulation S-X or that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect with respect to the Company).

SEC Documents. Seller (i) Parent has made available to the Company (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by Parent with the United States Securities SEC since January 1, 2004 and Exchange Commission prior to the date of this Agreement (the “SECParent SEC Documents”), which are all the documents (other than preliminary material) all forms, reports, schedules, statements and other documents that Parent was required to be filed by it file with the SEC since March 20January 1, 2000 (as such documents have been amended since 2004 and prior to the time date of their filing, collectively, the “Seller Reports”)this Agreement. As of their respective dates ordates, if each of the Parent SEC Documents, as amended, complied as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Parent SEC Documents, and did not contain none of the Parent SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. . (ii) The financial statements of the Seller Parent included in the Seller Reports have been prepared fromParent SEC Documents, including all notes and are in accordance withschedules thereto, the books and records of Seller and its consolidated subsidiaries, comply complied in all material respects with applicable accounting requirements and respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) 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 in accordance with applicable requirements of GAAP (subject, in the consolidated case of the unaudited statements, to normal year-end audit adjustments) the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the cash flows of Seller Parent and its consolidated subsidiaries as at the dates thereof or Subsidiaries for the periods presented therein.

SEC Documents. Seller (i) Since January 1, 2008, the Company has filed with or furnished to the United States Securities and Exchange Commission (the “SEC”) SEC all forms, reports, schedules, forms, statements and other documents and filings required to be filed or furnished by it since March 20the Company pursuant to the Securities Act or the Exchange Act (the “SEC Documents”). No Subsidiary of the Company is required to file or furnish any report, 2000 (as such documents have been amended since the time of their filingschedule, collectivelyform, statement or other document with, or make any other filing with, or furnish any other material to, the “Seller Reports”)SEC. As of their respective dates ordates, if amended, as each of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Actof 1933, as the case may beamended, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities LawsAct”) and the Exchange Act, in each case, applicable to such SEC Document and as in effect on the date such SEC Document was filed or furnished (or, if subsequently amended or supplemented prior to the date of this Agreement, at the time of such amendment or supplement), and did not contain none of the SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None To the extent complete and correct copies are not available on the SEC’s website, the Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2008 and relating to the SEC Documents, together with all written responses of the Seller Subsidiaries is required Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to file any formsthe knowledge of the Company, reports or other documents with none of the SEC pursuant to Sections 13 or 15 Documents is the subject of any ongoing review by the Exchange ActSEC. The financial statements (including the related notes) of the Seller Company included in the Seller Reports have been prepared fromSEC Documents complied, and are in accordance withat the time the respective statements were filed or furnished, the books and records of Seller and its consolidated subsidiaries, 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 theretothereto as in effect on the date such SEC Document was filed or furnished (or, have been prepared in accounting requirements and with if subsequently amended or supplemented prior to the published rules and regulations date of this Agreement, at the SEC with respect theretotime of such amendment or supplement), have been 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) 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 of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended. Except as set forth in the most recent audited financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise).

SEC Documents. Seller Except as set forth on SCHEDULE 10.4, the Company has made all filings with the SEC that it has been required to make under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") since December 31, 1998. The Company has provided to SJMB a true, complete and correct copy of the Company's annual report on Form 10-K for the fiscal years ended December 31, 1998 and December 31,1999, together with all amendments thereto, and any and all filings with the SEC made by the Company (including all requested exhibits to such filings) since the filing of said Form 10-K (all such documents that have been filed with the United States Securities and Exchange Commission (SEC, as amended, are referred to as the “SEC”) all forms, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”"Company SEC Documents"). As of their respective dates ordates, if and except as amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations as of their respective dates, none of the Company SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and did not contain Documents contained any untrue statement of a an material fact or omit omitted to state a material fact required to be stated therein herein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The consolidated financial statements of the Seller Company and its Subsidiaries included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) 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 (subject, in the case of the unaudited statements, to normal recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended. Except as set forth in the Company SEC Documents, since December 31, 1999, (i) there have been no changes in the business, operations or financial condition of each of the Company and each of its Subsidiaries which would have a Material Effect and (ii) the operations of each of the Company and each of its Subsidiaries have been conducted in the ordinary course of business except as previously disclosed to SJMB.

SEC Documents. Seller ▇▇▇▇▇ has furnished or filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, registration statements and other documents required to be furnished or filed by it with the SEC since March 20August 3, 2000 2011 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports▇▇▇▇▇ SEC Documents”). As of their respective dates of being furnished or filed with the SEC (or, if amendedamended or superseded by a filing prior to the date hereof, as of the date of the last such amendmentfiling), the Seller Reports▇▇▇▇▇ SEC Documents complied, includingand each ▇▇▇▇▇ SEC Document filed after the date hereof and prior to the Closing Date will comply, without limitation, any financial statements or schedules included therein, complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)▇▇▇▇▇ SEC Documents, and did not contain none of the ▇▇▇▇▇ SEC Documents when so furnished or filed contained (or to the extent filed after the date hereof and prior to the Closing Date, will contain) any untrue statement of a material fact or omit omitted (or will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Each ▇▇▇▇▇ SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the Seller Subsidiaries is date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to file any forms, reports be stated therein or other documents with necessary to make the SEC pursuant to Sections 13 or 15 of the Exchange Actstatements therein not misleading. The financial statements of the Seller ▇▇▇▇▇ included in the Seller Reports have been prepared from▇▇▇▇▇ SEC Documents complied as to form, and are in accordance withas of their respective dates of filing with the SEC, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with all the published rules and regulations of the SEC with respect theretothereto (except, have been prepared in accounting requirements and with the published rules and regulations case of unaudited statements, as permitted by Form 10-Q of the SEC with respect theretoSEC), have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present in all material respects the consolidated financial position of ▇▇▇▇▇ and its consolidated Subsidiaries and the consolidated results of operations operations, changes in shareholders’ equity and cash flows of Seller and its consolidated subsidiaries such companies as at of the dates thereof or and for the periods presented thereinshown. As of the date hereof, there are no outstanding written comments from the SEC with respect to any of the ▇▇▇▇▇ SEC Documents.

SEC Documents. Seller The Company has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, required reports, schedules, ------------- forms, statements and other documents required to be filed by it with the SEC since March 20January 1, 2000 1996 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”"SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in -------------- all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the -------------- rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectivelySEC Documents, and, at the “Securities Laws”)time of filing, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”except, in the case of unaudited statements, as permitted by the applicable 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 the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results statements of operations operations, stockholders' equity and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which were and are not expected to have a Material Adverse Effect). Except as and to the extent set forth on the consolidated balance sheet of the Company and the Subsidiaries as at March 31, 2000, including the notes thereto, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not), except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since March 31, 2000 which in the aggregate could not reasonably be expected to have a Material Adverse Effect. The Company has heretofore made available 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 material 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. Seller Enron has filed with the United States Securities SEC all documents (including exhibits and Exchange Commission (the “SEC”any amendments thereto) all forms, reports, schedules, statements and other documents required to be so filed by it since March 20January 1, 2000 1999 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available (as such documents have been amended since in paper form or via the time of their filinginternet) to Dynegy each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Seller "Enron Reports”") and has included in the Enron Disclosure Letter a draft of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 (the "Draft Third Quarter Report"). As of their its respective dates ordate, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, each Enron Report (i) complied in all material respects in accordance with the Securities Act or applicable requirements of the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports and (collectively, the “Securities Laws”), and ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents except for such statements, if any, as have been modified by subsequent filings with the SEC pursuant prior to Sections 13 or 15 the date hereof. Each of the Exchange Act. The financial statements of the Seller consolidated balance sheets included in or incorporated by reference into the Seller Enron Reports have been prepared from, (including the related notes and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of Enron and with its consolidated Subsidiaries as of its date, and each of the published rules consolidated statements of operations, cash flows and regulations changes in shareholders' equity included in or incorporated by reference into the Enron Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders' equity, as the case may be, of Enron and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which will not be material), in each case in accordance with respect theretogenerally accepted accounting principles consistently applied during the periods involved, have been prepared except as may be noted therein. The draft consolidated balance sheet of Enron and its consolidated Subsidiaries as of September 30, 2001 (the "September 30, 2001 Balance Sheet") included in accounting requirements the Draft Third Quarter Report (including the related notes and with schedules) fairly presents in all material respects the published rules consolidated financial position of Enron and regulations its consolidated Subsidiaries as of that date, and the consolidated statements of operations, cash flows and changes in shareholders' equity included in the Draft Third Quarter Report (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders' equity, as the case may be, of Enron and its consolidated Subsidiaries for the period then ended (subject to (A) such exceptions as may be permitted by Form 10-Q of the SEC SEC, (B) normal year-end audit adjustments which will not be material and (C) changes routinely anticipated in the preparation of the final Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 which will not be material), in each case in accordance with respect theretogenerally accepted accounting principles consistently applied during the periods involved, have been except as may be noted therein. Except as and to the extent set forth in the September 30, 2001 Balance Sheet, neither Enron nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Enron and its consolidated Subsidiaries or in the notes thereto prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated consistently applied, other than liabilities or obligations that were incurred in the notes thereto) ordinary course of business since September 30, 2001 and fairly present liabilities or obligations that do not and are not reasonably likely to have, individually or in the consolidated financial position aggregate, an Enron Material Adverse Effect. All reserves or adjustments required by generally accepted accounting principles to be reflected in the carrying value of the assets included in the September 30, 2001 Balance Sheet have been taken other than reserves or adjustments which do not and are not reasonably likely to have, individually or in the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinaggregate, an Enron Material Adverse Effect.

SEC Documents. Seller The Company has filed with the United States Securities SEC, and Exchange Commission (the “SEC”) has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, forms, statements and other documents required to be filed with the SEC by it the Company since March 20June 1, 2000 (as such documents have been amended since the time of their filing, collectivelytogether with all information incorporated therein by reference, the “Seller Reports”"SEC Documents"). No subsidiary of the Company is required to file any report, schedule, form, statement or other document with the SEC. As of their respective dates ordates, if amended, as each of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents at the time they were filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a "Filed SEC Document") has been revised or superseded by a later filed Filed SEC Document, none of the Seller Subsidiaries is SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to file any formsbe stated therein or necessary in order to make the statements therein, reports or other documents with the SEC pursuant to Sections 13 or 15 in light of the Exchange Actcircumstances under which they were made, not misleading. The financial statements (including the related notes) of the Seller Company included in the Seller Reports have been prepared fromSEC Documents complied, and are in accordance withas of the date filed, the books and records of Seller and its consolidated subsidiariesor will comply when filed, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been or will be prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented or will 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 of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments and the absence of footnotes). Except as set forth in the Filed SEC Documents, the Company and its subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which are or could reasonably be expected to become material to the Company and its subsidiaries, taken as a whole.

SEC Documents. Seller has filed (a) On the date the Offer is commenced, the Parent and the Purchaser shall file with the United States Securities and Exchange Commission (the “"SEC”") a Tender Offer Statement on Schedule 14D-1 in accordance with the Exchange Act with respect to the Offer (together with all formsamendments and supplements thereto and including the exhibits thereto, reportsthe "Schedule 14D-1"). The Schedule 14D-1 will include, schedulesas exhibits, statements the Offer to Purchase and other documents required to be filed by it since March 20, 2000 a form of letter of transmittal (as such documents have been amended since the time of their filing, collectively, together with any amendments and supplements thereto, the “Seller Reports”"Offer Documents"). As of their respective dates or, if amended, as Concurrently with the filing of the date Schedule 14D-1 by the Parent and the Purchaser, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 3.2(a) hereof. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-1 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the last such amendmentCompany. (b) The Parent and the Purchaser shall take all steps necessary to ensure that the Offer Documents, and the Seller ReportsCompany shall take all steps necessary to ensure that the Schedule 14D-9, including, without limitation, any financial statements or schedules included therein, complied will comply in all material respects with the Securities Act provisions of applicable federal and state securities Laws. The information provided and to be provided by the Parent, the Purchaser or the Exchange ActCompany for use in the Schedule 14D-1, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Each of the Seller Subsidiaries is required Parent and the Purchaser shall take all steps necessary to file any formscause the Offer Documents, reports or other documents and the Company shall take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC pursuant and to Sections 13 or 15 be disseminated to holders of the Exchange ActShares, in each case as and to the extent required by applicable federal and state securities Laws. Each of the Parent and the Purchaser, on one hand, and the Company, on the other hand, shall promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect. The financial statements Purchaser shall take all steps necessary to cause the Offer Documents, and the Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and to be disseminated to holders of the Seller included Shares, in each case as and to the Seller Reports have been prepared from, extent required by applicable federal and are in accordance withstate securities Laws. The Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide the Purchaser and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and each of the Parent and the Purchaser agrees to provide the Company and its counsel with copies of any written comments that the Parent, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of Purchaser or their respective counsel may receive from the SEC or its staff with respect thereto, have been prepared in accounting requirements and with to the published rules and regulations Offer Documents promptly after the receipt of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinsuch comments.

SEC Documents. Seller has filed (a) As soon as practicable on the date the Offer is commenced, Parent and the Purchaser shall file with the United States Securities and Exchange Commission (the “"SEC”") a Tender Offer Statement on Schedule 14D-1 with respect to the Offer (together with all formsamendments and supplements thereto and including the exhibits thereto, reportsthe "SCHEDULE 14D-1") (the Schedule 14D-1, together with all amendments and supplements thereto and including the exhibits thereto, including the Offer to Purchase, being collectively the "OFFER DOCUMENTS"). Concurrently with the commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including schedules, statements annexes and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectivelyexhibits thereto, the “Seller Reports”"SCHEDULE 14D-9"). As of their respective dates or, if amendedwhich shall, as subject to the fiduciary duties of the date Company Board under applicable law and to the provisions of this Agreement, contain the last such amendmentrecommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and the Purchaser will take all steps necessary to ensure that the Offer Documents, and the Seller ReportsCompany will take all steps necessary to ensure that the Schedule 14D-9, including, without limitation, any financial statements or schedules included therein, complied will comply in all material respects with the Securities Act or provisions of applicable federal securities laws and, on the Exchange Act, as the case may be, and the rules and regulations of date filed with the SEC promulgated thereunder applicable and on the date first published, sent or given to such Seller Reports (collectivelythe Company's stockholders, the “Securities Laws”), and did shall not contain any untrue statement of a material fact or omit 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 that Parent and the Purchaser make no representation with respect to information furnished by the Company for inclusion in the Offer Documents and the Company makes no representation with respect to information furnished by Parent or the Purchaser for inclusion in the Schedule 14D-9. The Company agrees that the information supplied in writing by the Company for inclusion in the Offer Documents will not contain any untrue statement of a material fact or omit 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. None Parent and the Purchaser agree that the information supplied in writing by the Parent or the Purchaser for inclusion in the Schedule 14D-9 will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Seller Subsidiaries is required circumstances under which they were made, not misleading. Each of Parent and the Purchaser will take all steps necessary to file any formscause the Offer Documents, reports or other documents and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC pursuant and to Sections 13 or 15 be disseminated to holders of the Exchange ActShares, in each case as and to the extent required by applicable federal securities laws. Each of Parent and the Purchaser, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the Purchaser will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The financial statements of Company, on the Seller included in the Seller Reports have been prepared fromone hand, and Parent and the Purchaser on the other hand, and their respective counsel shall be given the opportunity to review the Offer Documents and the Schedule 14D-9 before they are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and filed with the published rules SEC. In addition, each party hereto will provide the other parties and regulations of their counsel in writing with any comments, whether written or oral, which they may receive from time to time from the SEC or its staff with respect thereto, have been prepared in accounting requirements and with to the published rules and regulations Offer Documents or the Schedule 14D-9 promptly after the receipt of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinsuch comments.

SEC Documents. Seller (a) The Company has timely filed with the United States U.S. Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements documents (including exhibits and other documents any amendments thereto) required to be so filed by it since March 20January 1, 2000 2016 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Parent each registration statement, report, proxy statement or information statement (as such documents have been amended since other than preliminary materials) it has so filed, each in the time of their filing, form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Seller Company Reports”). As of their its respective dates ordate, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, each Company Report (i) complied in all material respects in accordance with the Securities Act or applicable requirements of each of the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and other Applicable Law, as the case may be, and and, in each case, the applicable rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports and (collectively, the “Securities Laws”), and ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any formsmisleading except (y) for such statements, reports or other documents if any, as have been corrected by subsequent filings with the SEC pursuant prior to Sections 13 the date hereof or 15 (z) with respect to information supplied by or on behalf of Parent or Holdings, as to which the Company makes no representation. (b) Each of the Exchange Act. The consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of the Company and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in Members’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of the Seller included in the Seller Reports have been prepared fromthis Agreement will comply, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, have been where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared all material respects in accordance with United States U.S. generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. Ernst & Young LLP is an independent registered public accounting firm with respect to the Company and fairly present has not resigned or been dismissed as independent registered public accountants of the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinCompany.

SEC Documents. Seller The Company has filed with the United States Securities and Exchange Commission (the “SEC”) furnished all forms, required reports, schedules, statements forms, certifications, prospectuses, and registration, and other statements with the SEC since January 1, 2019 (collectively and together with all documents required to be filed on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectivelyreference therein, the “Seller ReportsSEC Documents”). As of their respective effective dates or, if amended, and as of the date of the last such amendmenttheir respective SEC filing dates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the Securities Act or requirements of the Exchange Act, the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may be, applicable to such SEC Documents, and the rules and regulations none of the SEC promulgated thereunder applicable to Documents as of such Seller Reports (collectively, the “Securities Laws”), and did not contain respective dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except for (v) liabilities and obligations reflected or reserved against in the consolidated balance sheet of the Seller Subsidiaries is required to file any formsCompany at September 30, reports 2019 or other documents the notes thereto, (w) liabilities and obligations arising under this Agreement and the Additional Agreements and costs and expenses (including fees and expenses of legal counsel and financial advisors) incurred in connection with the SEC pursuant negotiation thereof and evaluation of alternatives to Sections 13 the transactions contemplated by this Agreement, (x) liabilities and obligations incurred by the Company and its subsidiaries in the ordinary course of business since September 30, 2019, (y) liabilities and obligations not required by GAAP to be accrued or 15 of disclosed on the Exchange Act. The financial statements of the Seller included Company and its subsidiaries and which would not (individually or in the Seller Reports aggregate) reasonably be expected to have been prepared from, a Material Adverse Effect and (z) other liabilities and obligations which (individually or in the aggregate) are in accordance withnot material, the books and records of Seller Company and its consolidated subsidiariessubsidiaries have no liabilities or obligations of any kind, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretocharacter, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect theretodescription or nature whatsoever, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof whether known or for the periods presented thereinunknown.

SEC Documents. Seller The Company has provided the Fund with copies of its Annual Report on Form 10-KSB for the year ended December 31, 1996, its Quarterly Reports on Form 10-QSB for the quarters ended March 31, 1997 and June 30, 1997, the Schedule 13e-4 and the 1997 SB-2 (collectively, the "SEC Documents"), each as filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of this Agreement, such documents constitute all documents filed by the last such amendmentCompany with the SEC since December 31, 1996. The Company will promptly file with the SEC all amendments to the SEC Documents, and any additional reports or other documents that may be required under the rules and regulations promulgated by the SEC. The Company will provide the Fund with copies of each Additional SEC Document promptly upon the filing thereof. On the date of their respective filings, the Seller ReportsSEC Documents complied, includingand each Additional SEC Document will comply, without limitation, any financial statements or schedules included therein, complied in all material respects with the requirements of the Securities Exchange Act or of 1934, as amended (the "Exchange Act, as the case may be, and the rules and regulations "). None of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Documents contained, and did not contain none of the Additional SEC Documents will contain, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None In addition, the 1997 SB-2 complied in all material respects with the requirements of the Seller Subsidiaries is required to file any forms, reports or other documents with Securities Act on the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared fromdate it was filed, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, each amendment filed thereto will comply in all material respects with the requirements of the Securities Act on the date such amendment is filed. The Company has complied, and will continue to comply, with all applicable accounting requirements of the Exchange Act and with the published rules and regulations promulgated thereunder, with respect to the Tender Offer, and all applicable requirements of the SEC Exchange Act and the Securities Act with respect thereto, have been prepared in accounting requirements and with to the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinContemplated Public Offering.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendmentor for any period beginning on or after July 1, the Seller Reports2003, including, without limitation, any financial statements or schedules included therein, complied (i) were prepared in all material respects in accordance with the Securities Act or requirements of the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered to the Purchaser a correct and complete copy of each report (including, without limitation, the most recent Proxy Statement) which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after June 30, 2006 (the “Recent Reports”) to the extent not available via ▇▇▇▇▇. None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared frombe so disclosed, and are in accordance with, no material non-public information has been disclosed to the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinPurchasers.

SEC Documents. Seller The Company has filed all required reports, schedules, forms, statements and other documents with the United States Securities and Exchange Commission (the “"SEC”") all forms, reports, schedules, statements and other documents required (any of the foregoing are referred to be filed by it herein as the "SEC Documents") since March 207, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”)1996. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None 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 Seller Subsidiaries is SEC Documents contain any untrue statement of a material fact if such statement were made as of the date hereof or omits to state any material fact that would be required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 be stated therein if filed as of the Exchange Actdate hereof, 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 the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All of the Company's SEC documents filed since March 7, 1996 have been provided to the Purchasers.

SEC Documents. Seller (a) Parent has filed with the United States Securities SEC all reports and Exchange Commission statements (the “SEC”including any amendments thereto) all forms, reports, schedules, statements and other documents required to be so filed by it since March 20April 17, 2000 2012 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Seller each registration statement, report, proxy statement or information statement (as such documents have been amended since other than preliminary materials) it has so filed, each in the time of their filing, form filed with the SEC (collectively, the “Seller Reports”). . (b) As of their respective dates orthe Execution Date, if amendedBuyer represents that, as of the date of it was filed with the last such amendmentSEC, the Seller Reports, including, without limitation, any financial statements or schedules included therein, each Report (i) complied in all material respects with the Securities Act or applicable requirements of the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports and (collectively, the “Securities Laws”), and ii) did not contain include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents except for such statements, if any, as have been modified by subsequent filings with the SEC pursuant prior to Sections 13 or 15 the Execution Date. As of the Exchange Act. The financial statements Closing Date, Buyer represents that, as of the Seller included in date it was filed with the Seller Reports have been prepared fromSEC, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply each Report (i) complied in all material respects with the applicable accounting requirements of the Exchange Act and with the published rules and regulations thereunder and (ii) did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the Closing Date. (c) Each of the consolidated balance sheets included in or incorporated by reference into the Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Parent and its subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Parent and its subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (i) such exceptions as may be permitted by Form 10-Q of the SEC and (ii) normal year end audit adjustments), in each case in accordance with respect generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of Parent and its subsidiaries included in the most recent Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, have been prepared in accounting requirements and with the published rules and regulations as of the SEC with respect theretodate of such balance sheet, have been neither Parent nor any of its subsidiaries has any liabilities or obligations 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 United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated consistently applied, other than liabilities or obligations which do not and are not reasonably likely to have, individually or in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinaggregate, a Buyer Material Adverse Effect.

SEC Documents. Seller (i) The Company has filed with the United States Securities and Exchange Commission (the “SEC”) SEC all forms, reports, schedules, statements, financial statements and other documents required to be filed with the SEC by it the Company since March 20December 31, 2000 2003 (as such documents have been amended since the time of their filing, collectivelytogether with all information incorporated therein by reference, the “Seller ReportsSEC Documents”). No Subsidiary of the Company is required to file any form, report, schedule, statement or other document with the SEC. As of their respective dates or, if amendedamended prior to the date hereof, as of the date of the last such amendmentamendment date, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents at the time it was filed or, if amended prior to the date hereof, as of the amendment date, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (each, a “Filed SEC Document”) has been revised or superseded by a later filed SEC Document, none of the Seller Subsidiaries is SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to file any formsbe stated therein or necessary in order to make the statements therein, reports or other documents with the SEC pursuant to Sections 13 or 15 in light of the Exchange Act. circumstances under which they were made, not misleading. (ii) The financial statements (including the notes thereto) of the Seller Company included in the Seller Reports have been prepared fromSEC Documents comply as to form, and are in accordance withas of their respective dates of filing or, if amended prior to the books and records date hereof, as of Seller and its consolidated subsidiariesthe date of filing of the amendment, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated 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 of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except for liabilities and obligations incurred (A) in connection with this Agreement or the transactions contemplated hereby or (B) reflected or reserved against in the consolidated balance sheet of the Company as of December 31, 2006, including the notes thereto, the Company and its Subsidiaries have no liabilities of any nature (whether accrued, absolute, contingent or otherwise) that individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. (iii) Since December 31, 2003, the Company has been and is in compliance in all material respects with (A) the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (B) the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. Section 3.1(e)(iii) of the Company Disclosure Letter sets forth, as of the date hereof, a schedule of all outstanding loans to officers or directors of the Company and the payment status thereof, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof. (iv) The Company has made all certifications and statements required by Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the SEC Documents. (v) The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or Persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its Subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (vi) The Company has disclosed, based on the most recent evaluation by the chief executive officer and the chief financial officer of the Company, 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 which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (vii) As of the date hereof, the Company has not identified any material control deficiencies.

SEC Documents. Seller IBC has made available to MSB a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by IBC with the United States Securities and SEC (other than reports filed pursuant to Section 13(d) or 13(g) of the Exchange Commission (the “SEC”Act) all formssince January 1, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 1995 (as such documents have been amended since the time of their filing, collectivelyfiling been amended, the “Seller Reports”"IBC SEC Documents"), which are all the documents (other than preliminary material and reports required pursuant to Section 13(d) or 13(g) of the Exchange Act) that IBC was required to file with the SEC since such date. As of their respective dates or, if amended, as of filing with the date of the last such amendmentSEC, the Seller Reports, including, without limitation, any financial statements or schedules included therein, IBC SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)IBC SEC Documents, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller IBC included in the Seller Reports have been prepared fromIBC SEC Documents complied as to form, and are in accordance withas of their respective dates of filing with the SEC, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of IBC and its consolidated Subsidiaries as of the dates thereof and the consolidated results of operations operations, changes in shareholders' equity and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or such companies for the periods presented thereinthen ended. All material agreements, contracts and other documents required to be filed as exhibits to any of the IBC SEC Documents have been so filed.

SEC Documents. Seller (a) ZT has delivered copies to IR of: (i) ZT's annual reports on Form 10-KSB for its fiscal years ended June 30, 1999, 1998, 1997, and 1996, (ii) ZT's quarterly reports on Form 10-Q for its fiscal quarter ended September 30, 1999, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the shareholders of ZT held since January 11, 1999, and (iv) all of its other reports, statements, schedules and registration statements filed with the United States Securities and Exchange Commission SEC since January 11, 1999 (the “SEC”) all forms, reports, schedules, statements and other documents required referred to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filingin this Section 3.8(a), collectively, the “Seller "ZT Reports”"). . (b) As of their respective dates orthe filing date, if amended, each ZT Report complied as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied to form in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such later filing), each ZT Report filed pursuant to the Exchange Act did not, and each such ZT Report filed subsequent to the rules and regulations date hereof will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the SEC promulgated thereunder applicable circumstances under which they were made, not misleading. (d) Each ZT Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such Seller Reports (collectivelystatement or amendment became effective, the “Securities Laws”), and did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented therein.

SEC Documents. Seller (i) CPA:12 has filed made available to CPA:14 (by public filing with the United States Securities SEC or otherwise) a true and Exchange Commission complete copy of each report, schedule, registration statement and definitive proxy statement filed by CPA:12 with the SEC since January 1, 2003 (the “SECCPA:12 SEC Documents”) which are all forms, reports, schedules, statements and other of the documents required to be have been filed by it CPA:12 with the SEC since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”)that date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, CPA:12 SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or the Exchange S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “SOX Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, CPA:12 SEC Documents and none of the “Securities Laws”), and did not contain CPA:12 SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later CPA:12 SEC Documents filed and publicly available prior to the date of this Agreement. None of the Seller Subsidiaries is required to file CPA:12 does not have any forms, reports or other documents with outstanding and unresolved comments from the SEC pursuant with respect to Sections 13 or 15 of the Exchange ActCPA:12 SEC Documents. The consolidated financial statements of the Seller CPA:12 and CPA:12 Subsidiaries included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply CPA:12 SEC Documents complied 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, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly present presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of CPA:12 and the CPA:12 Subsidiaries, taken as a whole, as of their respective dates and the consolidated results statements of operations income and the consolidated cash flows of Seller CPA:12 and its consolidated subsidiaries as at the dates thereof or CPA:12 Subsidiaries for the periods presented therein, in each case, except to the extent such financial statements have been modified or superseded by later CPA:12 SEC Documents filed and publicly available prior to the date of this Agreement. No CPA:12 Subsidiary is required to make any filing with the SEC. (ii) CPA:12 maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) access to assets is permitted only in accordance with management’s general or specific authorization and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (iii) CPA:12’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that (A) all information (both financial and non-financial) required to be disclosed by CPA:12 in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (B) all such information is accumulated and communicated to CPA:12’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of CPA:12 required under the Exchange Act with respect to such reports. (iv) Since December 31, 2005, CPA:12 has not received any notification of (A) a “significant deficiency” or (B) a “material weakness” in CPA:12’s internal controls. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.

SEC Documents. Seller has (i) Since January 1, 2016, all reports, including but not limited to the Annual Reports on Form 10-K, the Quarterly Reports on Form 10-Q and the Current Reports on Form 8-K (whether filed with the United States Securities and Exchange Commission (the “SEC”) all on a voluntary basis or otherwise), forms, reports, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by it since March 20, 2000 (as such documents any AMLP Party with or to the SEC have been amended since the time of their filing, collectively, or will be timely filed or furnished (the “Seller AMLP SEC Reports”). As of their respective dates or, if amended, as Each of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, AMLP SEC Reports (i) complied in all material respects with the Securities Act or requirements of applicable Law (including the Exchange Act, the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may beamended, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)), and (ii) as of its effective date (in the case of AMLP SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None , except for any statements (x) in any AMLP SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the date of the Seller Subsidiaries this Agreement or (y) with respect to information supplied in writing by or on behalf of AMGP, as to which AMLP makes no representation or warranty. (ii) No AMLP Party, other than AMLP, is required to file any formsreports, reports forms or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared There are no outstanding comments from, and are in accordance withor unresolved issues raised by, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations staff of the SEC with respect thereto, have to the AMLP SEC Reports. No enforcement action has been prepared in accounting requirements and with the published rules and regulations of the initiated against AMLP relating to disclosures contained or omitted from any AMLP SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinReport.

SEC Documents. Seller The Company has made available to Parent and Newco a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the United States Securities SEC since January 1, 1997 and Exchange Commission prior to or on the Prior Execution Date (the “SEC”"Company SEC Documents"), which are all the documents (other than preliminary material) all forms, reports, schedules, statements and other documents that the Company was required to be filed by it since March 20file with the SEC between January 1, 2000 (as such documents have been amended since 1997 and the time of their filing, collectively, the “Seller Reports”)Prior Execution Date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Company SEC Documents, and did not contain none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None The Company has no outstanding and unresolved comments from the SEC with respect to any of the Seller Subsidiaries is required to file any forms, reports or other documents with the Company SEC pursuant to Sections 13 or 15 of the Exchange ActDocuments. The financial statements of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply Company SEC Documents complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis during the periods involved (except as may be indicated 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 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 consolidated results statements of operations income and the consolidated cash flows of Seller the Company and its consolidated subsidiaries as at the dates thereof or Subsidiaries for the periods presented therein. Except as 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 included in the Company SEC Documents.

SEC Documents. Seller (i) The Company has filed with the United States Securities and Exchange Commission (the “SEC”) SEC all forms, reports, schedules, statements and other documents required to be filed with the SEC by it the Company since March 20January 1, 2000 (as such documents have been amended since the time of their filing, collectivelytogether with all information incorporated therein by reference, the “Seller Reports”"SEC DOCUMENTS"). No subsidiary of the Company is required to file any form, report, schedule, statement or other document with the SEC. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "SECURITIES ACT") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents at the time they were filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a "FILED SEC DOCUMENT") has been revised or superseded by a later filed Filed SEC Document, none of the Seller Subsidiaries is SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to file any formsbe stated therein or necessary in order to make the statements therein, reports or other documents with the SEC pursuant to Sections 13 or 15 in light of the Exchange Act. circumstances under which they were made, not misleading. (ii) The financial statements (including the related notes) of the Seller Company included in the Seller Reports have been prepared fromSEC Documents comply as to form, and are in accordance withas of their respective dates of filing, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated 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 of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as set forth in the Filed SEC Documents or incurred in the ordinary course of business since the date of the most recent balance sheet included in the Filed SEC Documents, as of the date of this Agreement, the Company and its subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), required by GAAP to be set forth on a consolidated balance sheet or in the notes thereto. (iii) There are no agreements between the Company and Devon Energy Corporation, a Delaware corporation (as successor to Pennzoil Company, a Delaware corporation) (the "FORMER PARENT"), except the agreements listed as exhibits to the Company's registration statement on Form S-4 filed with the SEC on August 14, 1998. There is no suit, claim, action, investigation or proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries or any of their respective assets by the Former Parent or any of its subsidiaries, or against or affecting the Former Parent or any of its subsidiaries or any of their respective assets by the Company or any of its subsidiaries, for indemnification under such agreements or otherwise.

SEC Documents. Seller The Company has furnished the Purchaser with a true and complete copy of the Company's Report on Form 8-K filed on January 27, 1998, as amended on January 29, 1998 and March 27, 1998, Report on Form 8-K filed on January 28, 1998 as amended on January 29, 1998, Report on Form 8-K filed on March 18, 1998, Report on Form 8-K filed on May 1, 1998, Report on Form 8-K filed on August 5, 1998, Report on Form 8-K filed on September 18, 1998, the Company's Form 10-KSB for the fiscal year ended December 31, 1997, Form 10-QSB for the quarterly period ended March 31, 1998, Form 10-QSB for the quarterly period ended June 30, 1998, and the Registration Statement on Form SB-2 (No. 333-60761) and the Proxy Statement dated October 16, 1998 (the "Disclosure Documents"). Except as disclosed in the Disclosure Documents, since December 31, 1997 the Company has not incurred any material liability except in the ordinary course of its business consistent with past practice and there has not been any change in the business, financial condition or results of operations of the Company which has had a material adverse effect on the Company. Since January 1, 1997, the Company has filed with the United States Securities and Exchange Commission (the “"SEC”") all forms, reports, schedules, statements and other documents required to be filed by it since March 20pursuant to the Securities Exchange Act of 1934, 2000 as amended (as such documents have been amended since the time of their filing"Exchange Act"), collectively, and the “Seller Reports”)rules and regulations promulgated thereunder. As of their respective dates or, if amended, as of the date of the last such amendmentfiling dates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Disclosure Documents complied in all material respects with the Securities Act or requirements of the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Disclosure Documents, and the Disclosure Documents did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, Disclosure Documents (the books and records of Seller and its consolidated subsidiaries, "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The Financial Statements are accurate, have been prepared in accounting requirements complete and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States the books and records of the Company and in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments that are not material) the consolidated financial position of the Company as at the dates thereof and the consolidated results of its operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended.

SEC Documents. Seller has (a) Since June 30, 2011, the Company and its Subsidiaries have timely filed with with, or furnished to, the United States Securities and Exchange Commission (the “SEC”) SEC all forms, schedules, reports, schedulesregistration statements, statements certifications and other documents (together with all exhibits, amendments and supplements thereto, the “Company Reports”) required to be so filed with or furnished by it since March 20, 2000 (as such documents have been amended since them to the time of their filing, collectively, the “Seller Reports”)SEC. As of their its respective dates ordate of filing with the SEC (or (x) in the case of any Company Report that is a registration statement, as of its effective date, or (y) if amended, supplemented or superseded by a subsequent filing (which subsequent filing, if amendedmade in relation to a report filed prior to the date hereof, shall have been filed prior to the date hereof), as of the date of the last such amendmentsubsequent filing), the Seller Reports, including, without limitation, any financial statements or schedules included therein, (i) each Company Report complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Company Report, and did (ii) none of the Company Reports contained, and any Company Reports filed with the SEC subsequent to the date hereof will not contain contain, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None The Company has made available to Parent true, correct and complete copies of all written correspondence between the SEC and the Company and any of its Subsidiaries occurring since October 1, 2011 and prior to the date of this Agreement. As of the Seller Subsidiaries is required to file any formsdate of this Agreement, reports except as set forth in Section 4.8(a) of the Company Disclosure Letter, there are no outstanding comments from or other documents with unresolved issues raised by the SEC pursuant with respect to Sections 13 or 15 any of the Exchange Act. Company Reports. (b) The audited consolidated financial statements of the Seller Company (including any related notes thereto) included in the Seller Reports have been prepared fromCompany’s Annual Report on Form 10-K for the fiscal year ended September 30, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and 2012 filed with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries at the respective dates thereof and the results of their operations and cash flows for the periods indicated, all in accordance with U.S. GAAP. The unaudited consolidated financial statements of the Company (including any related notes thereto) included in the Company’s Quarterly Reports on Form 10-Q filed with the SEC since October 1, 2012, have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or may be permitted by the SEC under the Exchange Act) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods indicated (subject to normal period-end adjustments and lack of full footnotes), all in accordance with U.S. GAAP. Since October 1, 2012, the Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by U.S. GAAP, SEC rule or policy or Applicable Law or as disclosed in the consolidated financial statements (including the notes thereto) of the Company included in the Company Reports. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with U.S. GAAP and any other appropriate legal and accounting requirements. Except for those liabilities that are reflected or reserved for in accordance with U.S. GAAP in the consolidated balance sheet of the Company and its Subsidiaries included in the most recent Company Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, neither the Company nor any of its Subsidiaries has any liabilities or obligations of the type required to be disclosed in the liabilities column of a balance sheet prepared in accordance with U.S. GAAP other than liabilities or obligations (i) arising under this Agreement and the Transactions, (ii) incurred since the date of such balance sheet in the ordinary course of business consistent with past practice or (iii) that, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (c) As and to the extent described in the Company Reports, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and designed such disclosure controls and procedures to ensure that information required to be disclosed in the Company Reports under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and related forms, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, who have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2013 (the “Evaluation Date”). The Company presented thereinin its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

SEC Documents. Seller has For purposes of this Agreement, the term “SEC Documents” shall mean the Current Report on Form 8-K, as filed with the United States Securities and Exchange Commission (the “SEC”) all formsSEC on July 25, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively2008, the “Seller Reports”Current Report on Form 8-K, as filed with the SEC on August 13, 2008, the Quarterly Report on Form 10-Q for the period ended June 30, 2008, as filed with the SEC on August 19, 2008 and the Current Report on Form 8-K/A (Amendment No. 1), as filed with the SEC on August 28, 2008. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the Securities Act or requirements of the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectivelythe SEC Documents. None of the SEC Documents, at the “Securities Laws”)time they were filed with the SEC or were delivered to the Purchaser, and did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Since the filing of the Seller Subsidiaries is SEC Documents, no event has occurred that would require an amendment or supplement to any of the SEC Documents to the extent such SEC Documents have not already been amended or supplemented as of the date hereof (including through delivery to the Purchaser). Except for correspondence with respect to (i) written requests by the Company, from time to time, for confidential treatment of specified information in agreements required to file any forms, reports or other documents be filed as exhibits to SEC Documents and (ii) correspondence with the SEC pursuant staff regarding the filing of delinquent reports, copies (or written summaries of oral communications) of which have been previously provided to Sections 13 the Purchaser, the Company has not received any written or 15 oral comments from the SEC staff that have not been resolved to the satisfaction of the Exchange ActSEC staff. The As of their respective dates, the financial statements of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply SEC Documents complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC . Except as permitted with respect theretoto foreign acquired entities, such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis , 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 as of the dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments that are not material individually or in the aggregate). None of the Company or, to the Company’s knowledge, any stockholder, officer, director or Affiliate of the Company has made any other filing with the SEC, issued any press release or made any other public statement or communication on behalf of the Company or otherwise relating to the Company or any of its Subsidiaries that contains any untrue statement of a material fact or omits any statement of material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or has provided any other information to the Purchaser that contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There is no transaction, arrangement or other relationship between the Company and an unconsolidated or other off-balance-sheet entity that is required to be disclosed by the Company in its reports pursuant to the Exchange Act that has not been so disclosed in the SEC Documents. Since July 25, 2008, neither the Company nor, to the knowledge of the Company, any director, officer or employee, of the Company, 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 its internal accounting controls, including any complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices. No attorney representing the Company since July 25, 2008, whether or not employed by the Company, 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 pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the SEC’s rules and regulations promulgated thereunder. Since July 25, 2008, there have been no internal or SEC investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, principal financial officer, the Board of Directors or any committee thereof.

SEC Documents. Seller Since at least August 1, 2005, the Company has timely filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, forms, statements and other documents required to be filed by it since March 20with the SEC pursuant to the reporting requirements of the Exchange Act of 1934, 2000 as amended (as such documents have been amended since the time of their filing, collectively, the “Seller Reports1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the Securities requirements of the 1934 Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is statements made in any such SEC Documents is, or has been, required to file any formsbe amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior to the date hereof). As of their respective dates, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply SEC Documents complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis principles, 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 not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to June 30, 2005 (ii) liabilities set forth on Schedule 2.21 and (iii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company.

SEC Documents. Seller has filed (a) On the date the Offer is commenced, Parent and Purchaser shall file with the United States Securities and Exchange Commission (the “"SEC”") a Tender Offer Statement on Schedule 14D-1 in accordance with the Exchange Act with respect to the Offer (together with all formsamendments and supplements thereto and including the exhibits thereto, reportsthe "Schedule 14D-1"). The Schedule 14D-1 will include, schedulesas exhibits, statements the Offer to Purchase and other documents a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "Offer Documents"). Concurrently with the filing of the Schedule 14D-1 by Parent and Purchaser, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (v) of Section 1.2(a) hereof, and the Company shall also file therewith the information required to be filed by it since March 20, 2000 (as such documents have been amended since distributed to the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as stockholders of the date Company pursuant to Section 14(f) of the last such amendmentExchange Act and Rule 14f-1 promulgated thereunder as is necessary to enable Parent's designees to be elected to the Company's Board of Directors pursuant to Section 1.4 hereof (b) Parent and Purchaser will take all steps necessary to ensure that the Offer Documents, and the Seller ReportsCompany will take all steps necessary to ensure that the Schedule 14D-9 and the information required to be distributed to the stockholders of the Company pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as is necessary to enable Parent's designees to be elected to the Company's Board of Directors pursuant to Section 1.4 hereof, including, without limitation, any financial statements or schedules included therein, complied will comply in all material respects with the Securities Act or provisions of applicable Federal and state securities Laws. Each of Parent and Purchaser will take all steps necessary to cause the Exchange Act, as the case may beOffer Documents, and the rules Company will take all steps necessary to cause the Schedule 14D-9 and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and did not contain any untrue statement of a material fact or omit to state a material fact information required to be stated therein or necessary in order distributed to make the statements therein, in light stockholders of the circumstances under which they were made, not misleading. None Company pursuant to Section 14(f) of the Seller Subsidiaries Exchange Act and Rule 14f-1 promulgated thereunder as is required necessary to file any formsenable Parent's designees to be elected to the Company's Board of Directors pursuant to Section 1.4 hereof, reports or other documents to be filed with the SEC pursuant and to Sections 13 or 15 be disseminated to holders of the Exchange ActShares, in each case as and to the extent required by applicable Federal and state securities Laws and Parent or Purchaser will supply the Company any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. Each of Parent and Purchaser, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Purchaser will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The financial statements of the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller Company agrees to provide Parent and its consolidated subsidiaries, comply in all material respects counsel with applicable accounting requirements and with copies of any written comments that the published rules and regulations of Company or its counsel may receive from the SEC or its staff with respect theretoto the Schedule 14D-9 promptly after the receipt of such comments and each of Parent and Purchaser agrees to provide the Company and its counsel with copies of any written comments that Parent, have been prepared in accounting requirements and with the published rules and regulations of Purchaser or their counsel may receive from the SEC or its staff with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during to the periods involved (except as may be indicated in Offer Documents promptly after the notes thereto) and fairly present the consolidated financial position and the consolidated results receipt of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinsuch comments.

SEC Documents. Seller (i) The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the United States U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder (all formsof the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, reports, schedules, statements notes and other schedules thereto and documents required incorporated by reference therein being hereinafter referred to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller ReportsSEC Documents”). As of their respective effective dates or(in the case of the SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing or furnishing dates, (in the case of all other SEC Documents), or in each case, if amendedamended prior to the date hereof, as of the date of the last such amendment, each of the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, none of the SEC promulgated thereunder applicable to such Seller Reports Documents, at the time they were filed or furnished, effected or amended (collectively, as the “Securities Laws”case may be), and did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None The information contained in the SEC Documents, considered as a whole and as amended as of the Seller Subsidiaries is date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to file any formsbe described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, reports disclosed or other documents filed. The Company is in compliance with the SEC pursuant to Sections 13 or 15 applicable listing and corporate governance rules and regulations of the Exchange ActNASDAQ. The financial statements of Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the Seller included effect of, delisting its American Depositary Shares (“ADSs”) from the NASDAQ. The Company has not received any notification that the SEC or the NASDAQ is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto). The Company is in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act in all material respects. (ii) The Financial Statements (as defined below) contained in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply SEC Documents: (A) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (B) were prepared in accordance with United States the generally accepted accounting principles in the United States (the “GAAP”) applied on a consistent basis during throughout the periods involved covered thereby and (except as may be indicated in the notes theretoC) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Seller the Company and its consolidated subsidiaries as at the dates thereof or Subsidiaries for the periods presented therein.covered thereby, except as disclosed

SEC Documents. Seller (i) The Company has made available to Parent a true and complete copy of each form, report, statement, schedule, prospectus, registration statement and each other document filed by the Company with the United States Securities and Exchange Commission (the “SEC”) since September 30, 2013, including all forms, reports, schedules, statements amendments or exhibits thereto and other documents required to be filed incorporated by it since March 20, 2000 reference thereto (as such documents have been amended since the time of their filing, collectively, the “Seller ReportsCompany SEC Documents”)) and prior to the date of this Agreement. As Each of the Company SEC Documents has been timely filed, to the extent required by law, and, as of their respective dates ordates, if each of the Company SEC Documents, as amended, complied as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied to form in all material respects with the applicable requirements of the Securities Act of 1933 (the “Securities Act”), or the Exchange ActAct or any other applicable law, as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, in each case, to the extent applicable to such Seller Reports (collectively, the “Securities Laws”)Company SEC Documents, and did not contain none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None The Company has made available (including via the E▇▇▇▇ system) to Parent all material correspondence between the SEC on the one hand, and the Company or any of its Subsidiaries, on the other hand, since September 30, 2013. As of the Seller Subsidiaries is required to file any formsdate hereof, reports there are no material outstanding or other documents with unresolved comments in comment letters from the SEC pursuant staff with respect to Sections 13 or 15 any of the Exchange ActCompany SEC Documents. To the knowledge of the Company, as of the date hereof, (A) none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment and (B) neither the SEC nor any other Governmental Entity is conducting any investigation or review of any Company SEC Document. (ii) The financial statements of the Seller Company included in the Seller Reports have been prepared fromCompany SEC Documents complied, and are in accordance withthe case of financial statements filed following the date hereof will comply, the books and records of Seller and its consolidated subsidiaries, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations Regulation S-X of the SEC with respect theretoSEC, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles in the United States (“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 present, and in the consolidated case of financial statements filed following the date hereof will fairly present, in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the cash flows of Seller the Company and its consolidated subsidiaries as at the dates thereof or Subsidiaries for the periods presented therein.

SEC Documents. Seller (i) The Company has made available to Parent a true and complete copy of each form, report, statement, schedule, prospectus, registration statement and each other document filed by the Company with the United States Securities and Exchange Commission (the “SEC”) since September 30, 2013, including all forms, reports, schedules, statements amendments or exhibits thereto and other documents required to be filed incorporated by it since March 20, 2000 reference thereto (as such documents have been amended since the time of their filing, collectively, the “Seller ReportsCompany SEC Documents”)) and prior to the date of this Agreement. As Each of the Company SEC Documents has been timely filed, to the extent required by law, and, as of their respective dates ordates, if each of the Company SEC Documents, as amended, complied as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied to form in all material respects with the applicable requirements of the Securities Act of 1933 (the “Securities Act”), or the Exchange ActAct or any other applicable law, as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, in each case, to the extent applicable to such Seller Reports (collectively, the “Securities Laws”)Company SEC Documents, and did not contain none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None The Company has made available (including via the ▇▇▇▇▇ system) to Parent all material correspondence between the SEC on the one hand, and the Company or any of its Subsidiaries, on the other hand, since September 30, 2013. As of the Seller Subsidiaries is required to file any formsdate hereof, reports there are no material outstanding or other documents with unresolved comments in comment letters from the SEC pursuant staff with respect to Sections 13 or 15 any of the Exchange ActCompany SEC Documents. To the knowledge of the Company, as of the date hereof, (A) none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment and (B) neither the SEC nor any other Governmental Entity is conducting any investigation or review of any Company SEC Document. (ii) The financial statements of the Seller Company included in the Seller Reports have been prepared fromCompany SEC Documents complied, and are in accordance withthe case of financial statements filed following the date hereof will comply, the books and records of Seller and its consolidated subsidiaries, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations Regulation S-X of the SEC with respect theretoSEC, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles in the United States (“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 present, and in the consolidated case of financial statements filed following the date hereof will fairly present, in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the cash flows of Seller the Company and its consolidated subsidiaries as at the dates thereof or Subsidiaries for the periods presented therein.

SEC Documents. Seller has filed with (a) Except as set forth in Schedule 5.26(a) or as restated or reclassified in an SEC Document prior to the United States Securities and Exchange Commission (the “SEC”) all formsdate of this Agreement, reportsas of their respective dates, scheduleseach form, statements and report, schedule, statement, or other documents document required to be filed or otherwise furnished by it Seller with or to the SEC since March 20January 1, 2000 2002, in each case including all exhibits, appendices, attachments and amendments thereto, whether filed or otherwise furnished therewith or incorporated by reference therein (as such documents have been amended since the time of their filing, collectively, the “Seller ReportsSEC Documents”). As of their respective dates or, if amended, as which are all of the date of documents that Seller was required to file with the last SEC since such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, date: (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and if applicable, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities LawsS▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), ; and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is or has been required to file any formsform, reports report, schedule, statement, or other documents document with the SEC. (b) Seller maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Seller, including the Subsidiaries, is made known on a timely basis to the individuals responsible for the preparation of Seller’s filings with the SEC pursuant and other public disclosure documents. Based on their most recent evaluation, Seller’s principal executive officer and principal financial officer have disclosed to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included Seller’s auditors and its audit committee (i) all significant deficiencies in the Seller Reports design or operation of internal controls that could adversely affect Seller’s ability to timely and accurately record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have been prepared from, a significant role in Seller’s internal controls and are a summary of any such disclosure is set forth in accordance withSchedule 5.26(b). (c) As used in this Section 5.26, the books and records of Seller and its consolidated subsidiariesterm “file” shall be broadly construed to include any manner in which a document or information is furnished, comply in all material respects with applicable accounting requirements and with supplied or otherwise made available to the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinSEC.

SEC Documents. Seller Parent has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, required reports, schedules, ------------- forms, statements and other documents required to be with the SEC between September 30, 1994 and the date of this Agreement. All reports, schedules, forms, statements and other documents filed by it since March 20Parent with the SEC between September 30, 2000 1994 and the date of this Agreement (other than any exhibits to such reports, schedules, forms, statements and documents) are collectively referred to in this Agreement as such documents have been amended since the "Parent SEC Documents." As of the time each of their filing, collectively, the “Seller Reports”). As of their respective dates Parent SEC Documents was filed with the SEC (or, if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendmentfiling), (i) the Seller Reports, including, without limitation, any financial statements or schedules included therein, Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Parent SEC Documents, and did not contain (ii) except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later-filed Parent SEC Document, none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Parent included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply Parent SEC Documents complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Between March 31, 1997 and the date of this Agreement, Parent has not incurred any liabilities of the type required to be disclosed in the liabilities column of a balance sheet prepared in accordance with U.S. generally accepted accounting principles, except for (i) liabilities incurred in the ordinary course of business, and (ii) liabilities that would not, individually or in the aggregate, have a material adverse effect on Parent.

SEC Documents. Seller (a) Since the Reference Date, the Company has timely filed with the United States Securities and Exchange Commission (the “SEC”) all formseach report, reportsstatement, schedulesschedule, statements prospectus and other documents registration statement required to be filed by it since March 20, 2000 with the SEC (as such documents have been amended since the time of their filing, collectively, the “Seller ReportsCompany SEC Documents”). As The Company has made available to the Investor (including, for purposes of compliance with this representation, pursuant to the SEC’s “E▇▇▇▇” system) a true and complete copy of each such Company SEC Document. The Company SEC Documents (i) complied as to form as of their respective filing dates (or, if amendedwith respect to amendments to Company SEC Documents filed prior to the date hereof, as of the date of the last such amendment), the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act or of 1934, as amended (the “Exchange Act”), and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or any successor statute (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and in each case the rules and regulations of the SEC promulgated thereunder and as may be applicable to a foreign private issuer (as defined under the Securities Act and Exchange Act) with only debt securities having been subject to SEC registration, and (ii) did not at the time they were filed (if amended or superseded by a filing prior to the date of this Agreement, then on the date of such Seller Reports (collectively, the “Securities Laws”filing), and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries of the Company is required to file any forms, reports reports, schedules, statements or other documents with the SEC pursuant to Sections 13 or 15 SEC. (b) The chief executive officer and chief financial officer of the Exchange Act. The financial statements Company have made all certifications required by Sections 302 and 906 of the Seller included in the Seller Reports have been prepared fromS▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and are statements contained in accordance withsuch certificates were complete and correct in all material respects at the time made, and the books and records of Seller and its consolidated subsidiaries, comply Company is otherwise in compliance in all material respects with applicable accounting requirements and with the published rules and regulations all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act applicable to foreign private issuers with only debt securities having been subject to SEC with respect theretoregistration. (c) The Company has disclosed, have been prepared in accounting requirements based on its most recent evaluation prior to the date of this Agreement, to the Company’s auditors and with the published rules and regulations audit committee of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles board of directors of the Company (“GAAP”i) applied on a consistent basis during the periods involved (except as may be indicated any significant deficiencies and material weaknesses in the notes thereto) design or operation of internal control over financial reporting (as defined in Rule 13a-15 of the Exchange Act), which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and fairly present the report its consolidated financial position information; and (ii) any fraud known to management, whether or not material, that involved management or other employees who have a significant role in the consolidated results of operations and cash flows of Seller Company’s internal controls over financial reporting. The Company and its consolidated subsidiaries Subsidiaries have established and maintain disclosure controls and procedures as at defined in Rule13a-15(e) under the dates thereof or Exchange Act; such disclosure controls and procedures are reasonably designed to ensure, as disclosed in the context of the Company’s Annual Report on Form 20-F for the periods presented thereinyear ended December 31, 2006, that material information relating to the Company and its consolidated Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s and its consolidated Subsidiaries’ filings with the SEC and other public disclosure documents and as of the date hereof, the Company has not identified any material weaknesses in the design or operation of internal control over financial reporting.

SEC Documents. Seller (i) The Company has filed with the United States Securities made available to Parent complete and Exchange Commission (the “SEC”) correct copies of all forms, reports, schedules, forms, statements and other documents filed with or furnished to the SEC by the Company since January 1, 2003 (together with all information incorporated therein by reference, the “SEC Documents”). Since January 1, 2003, the Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by Law to be filed by it since March 20, 2000 (as such documents have been amended since or furnished at or prior to the time so required. No Subsidiary of their filingthe Company is required to file or furnish any report, collectivelyschedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the “Seller Reports”)SEC. As of their respective dates ordates, if amended, as each of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Actof 1933, as the case may beamended, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities LawsAct”)) and the Exchange Act, in each case, applicable to such SEC Document, and did not contain none of the SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed SEC Document, none of the Seller Subsidiaries is SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to file any formsbe stated therein or necessary in order to make the statements therein, reports or other documents with in light of the circumstances under which they were made, not misleading. The Company has made available to Parent copies of all comment letters received by the Company from the SEC pursuant since January 1, 2003, and relating to Sections 13 or 15 the SEC Documents, together with all written responses of the Exchange ActCompany thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. 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 financial statements (including the related notes) of the Seller Company included in the Seller Reports have been prepared fromSEC Documents complied, and are in accordance withat the time the respective statements were filed, the books and records of Seller and its consolidated subsidiaries, 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, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been or will be 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) 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 of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited quarterly financial statements, to normal and recurring year-end audit adjustments). Except to the extent disclosed or reserved against the Company’s most recent balance sheet (including the notes thereto) included in the Filed SEC Documents (the “Baseline Balance Sheet”), (A) as of the date of this Agreement, the Company and its Subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) and (B) since the date of this Agreement, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except (with respect to this clause (B) only) for liabilities that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. (ii) The Company is in compliance in all material respects with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (collectively, “SOX”) applicable to it. The Company has promptly disclosed, by filing a Form 8-K, any change in or waiver of the Company’s code of ethics, as required by Section 406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics. (iii) The principal executive officer of the Company and the principal financial officer of the Company each has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, as applicable, with respect to the SEC Documents, and the statements contained in such certifications were accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extension of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iv) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or any of its Subsidiaries published financial statements or other SEC Documents. (v) The Company maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) in compliance with the Exchange Act. (vi) The Company maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) in compliance with the Exchange Act.

SEC Documents. Seller Since May 2005, the Company has timely filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, forms, statements and other documents required to be filed by it since March 20with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and after May 2005, 2000 (and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as such documents have been amended since the time of their filing, collectively, the “Seller Reports”"SEC Documents"). As of their respective dates ordates, if amended, as the SEC Documents complied with the requirements of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Company, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None The chief executive officer and the chief financial officer of the Seller Subsidiaries is Company have signed, and the Company has furnished to the SEC, all certifications required to file any forms, reports or other documents with the SEC pursuant to by Sections 13 or 15 302 and 906 of the Exchange ActSarbanes-Oxley Act of 2002 (the "Certifications"). The financial statements Such Certificatio▇▇ ▇▇▇▇▇▇▇ ▇▇ qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither the Company nor any of it officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, content, form or manner of filing or submission of such Certifications. Since the adoption of the Seller included in the Seller Reports have been prepared from, and are in accordance withSarbanes-Oxley Act, the books and records of Seller and its consolidated subsidiaries, comply Company has complied in all material respects with applicable accounting requirements and with the published respect▇ ▇▇▇▇ ▇▇▇ ▇▇▇s, rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthereunder which were applicable to it.

SEC Documents. Seller The Company has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since March 2031, 2000 1999 (such documents, together with all exhibits and schedules thereto, collectively referred to herein as such documents have been amended since the time of their filing, collectively, the “Seller Reports”"COMPANY SEC DOCUMENTS"). As of their respective dates ordates, if amended, as of (i) the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Company SEC Documents, and did not contain (ii) at the time they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of , except to the Seller Subsidiaries is required to file any formsextent corrected by a subsequently filed Company SEC Document, reports PROVIDED that all such corrections were for immaterial errors or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Actomissions. The consolidated financial statements of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply Company SEC Documents complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and present fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein, which in the aggregate were not material), except to the extent corrected by a subsequently filed Company SEC Document, PROVIDED, that all of such corrections were for immaterial errors or omissions.

SEC Documents. Seller has filed A complete list of filings by MDI with the United States Securities and Exchange Commission ("SEC") filings and each (A) registration statement, (B) annual report on Form 10-K, (C) quarterly report on Form 10-Q, (D) current report on Form 8-K, (E) proxy statement or information statement, and (F) other reports filed with the “SEC pursuant to the requirements of the Exchange Act or the Securities Act (in all such cases, including all exhibits, amendments and supplements thereto), prepared by MDI or any of the MDI Subsidiaries or relating to properties of MDI or the MDI Subsidiaries since January 1, 1994, is set forth in Section 5.7 of the MDI Disclosure Letter, and copies of such documents, in the form (including exhibits and any amendments thereto) filed with the SEC”) , have previously been provided or made available to ▇▇▇▇▇▇▇ or its counsel (collectively, the "MDI Reports"). The MDI Reports were filed with the SEC in a timely manner and constitute all forms, reports, schedules, statements reports and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since MDI under the time of their filing, collectivelySecurities Act, the “Seller Reports”)Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws") since January 1, 1994. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, MDI Reports (i) complied as to form in all material respects with the Securities Act or the Exchange Act, as the case may be, and the rules and regulations applicable requirements of the SEC promulgated thereunder applicable to such Seller Reports Securities Laws and (collectively, the “Securities Laws”), and ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None Each of the Seller consolidated balance sheets of MDI included in or incorporated by reference into the MDI Reports (including the related notes and schedules) fairly presents the consolidated financial position of MDI and the MDI Subsidiaries is as of its date and each of the consolidated statements of income, retained earnings and cash flows of MDI included in or incorporated by reference into the MDI Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of MDI and the MDI Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC. Except as and to the extent set forth on the consolidated balance sheet of MDI and the MDI Subsidiaries at December 31, 1997, including all notes thereto, neither MDI nor any of the MDI Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to file any formsbe reflected on, reports or other documents with the SEC pursuant to Sections 13 reserved against in, a balance sheet of MDI or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect notes thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (consistently applied, except as may be indicated liabilities arising in the notes thereto) ordinary course of business since such date and fairly present liabilities for expenses of attorneys, accountants and investment bankers incurred in connection with the consolidated financial position Merger. MDI represents and warrants that, as of the consolidated results date hereof, it is eligible under the regulations promulgated under the Securities Act to register the primary issuance of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinsecurities on Form S-3.

SEC Documents. Seller The Company has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, required reports, schedules, forms, statements and other documents required to be with the SEC between September 30, 1994 and the date of this Agreement. All reports, schedules, forms, statements and other documents filed by it since March 20the Company with the SEC between September 30, 2000 1994 and the date of this Agreement (other than any exhibits to such reports, schedules, forms, statements and documents) are collectively referred to in this Agreement as such documents have been amended since the "Company SEC Documents." As of the time each of their filing, collectively, the “Seller Reports”). As of their respective dates Company SEC Documents was filed with the SEC (or, if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendmentfiling), (i) the Seller Reports, including, without limitation, any financial statements or schedules included therein, Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Company SEC Documents, and did not contain (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, none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply Company SEC Documents complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents. Seller The Company has filed with the United States Securities SEC, and Exchange Commission (the “SEC”) has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, forms, statements and other documents required to be filed with the SEC by it the Company since March 20January 1, 2000 1999 (as such documents have been amended since the time of their filing, collectivelytogether with all information incorporated therein by reference, the “Seller ReportsSEC Documents”). No subsidiary of the Company is required to file any report, schedule, form, statement or other document with the SEC. As of their respective dates ordates, if amended, as each of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Document, and did not contain none of the SEC Documents at the time it was filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None As of the Seller Subsidiaries is date of this Agreement, except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to file any formsbe stated therein or necessary in order to make the statements therein, reports or other documents with the SEC pursuant to Sections 13 or 15 in light of the Exchange Actcircumstances under which they were made, not misleading. The financial statements (including the related notes) of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, SEC Documents 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, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as set forth in the Filed SEC Documents, the Company and its subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that individually or in the aggregate are reasonably likely to have a material adverse effect on the Company.

SEC Documents. Seller (a) The Company has furnished or filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, certifications, schedules, forms, statements and other documents (including amendments, exhibits and other information incorporated therein) required to be furnished or filed by it the Company with the SEC since March 20April 30, 2000 2017 (such documents, together with any documents furnished or filed with the SEC during such period by the Company, including those furnished or filed on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as such documents have been amended since the “Company SEC Documents”). (b) Each Company SEC Document (i) at the time filed or furnished (or in the case of their filingCompany SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, collectively, the “Seller Reports”). As as of their respective dates or, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included thereineffective dates), complied in all material respects with the Securities requirements of the Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports Company SEC Document and (collectively, the “Securities Laws”), and ii) did not at the time it was filed or furnished (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Each of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 consolidated financial statements (including all related notes and schedules) of the Exchange Act. The financial statements of the Seller Company included in or incorporated by reference into the Seller Reports have been prepared from, and are in accordance with, Company SEC Documents complied at the books and records of Seller and its consolidated subsidiaries, comply time it was filed as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with United States generally accepted accounting principles GAAP (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and the consolidated Company Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinshown in accordance with GAAP (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal year-end audit adjustments) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) As of the date hereof, there are no outstanding or unresolved comments received from the SEC with respect to the Company SEC Documents. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of any ongoing SEC review or investigation. (d) Since April 30, 2017, the Company has complied in all material respects with all current applicable Nasdaq listing and corporate governance rules and regulations. The Company is in compliance, in all material respects, with the applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. (f) Except for such items that are of the type to be set forth in the notes to the consolidated financial statements of the Company, the Company is not a party to any “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K of the SEC). (g) The “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. (h) The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies or material weaknesses in its internal controls and procedures over financial reporting and (ii) any written allegation of fraud that involves management of the Company or other employees of the Company or any Company Subsidiary who have a significant role in the Company’s internal controls over financial reporting or disclosure controls and procedures.

SEC Documents. Seller (a) Company has previously delivered (except to the extent such filings are publicly available on the EDGAR system) to Parent ▇▇▇ Acquisition Sub each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Company with the SEC since January 1, 1999 each in the form (including exhibits and any amendments thereto) filed with the United States Securities SEC prior to the date hereof, and Exchange Commission (except as set forth in Section 4.5 of the “SEC”) Company Disclosure Schedule, ----------- Company has timely filed all forms, reports, schedules, statements reports and other documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since March 20January 1, 2000 1999 (as such documents have been amended since the time of their filing, collectively, the “Seller "Company Reports”"). As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date of the last such amendmentso amended, supplemented or superseded), the Seller Reports, including, without limitation, any financial statements or schedules included therein, Company Reports (i) complied in all material materials respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, Act and the rules and regulations thereunder and complied with the requirements thereof including all of the SEC promulgated thereunder then applicable to such Seller Reports accounting requirements and (collectively, the “Securities Laws”), and ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None The principal executive officer of Company and the principal financial officer of Company (and each former principal executive officer or principal financial officer of Company) have made the certifications required by Sections 302 and 906 of the Seller Subsidiaries Sarbanes-Oxley Act of 2002 (▇▇▇ "▇▇rbanes-Oxley Act"), and ▇▇▇ ▇▇▇▇▇ ▇▇▇ regulations of the SEC promulgated thereunder with respect to the Company Reports filed since such certifications have been required. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes-Oxley Act. (▇) Company maintains disclosure controls and procedures required by Rule l3a-l5 or l5d-l5 under the Exchange Act; such controls and procedures are effective for gathering, analyzing and disclosing the information the Company is required to file any forms, disclose in its reports or other documents with the SEC pursuant to Sections 13 or 15 of filed under the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared fromSince January 1, and are in accordance with1999, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of Company has not received notice from the SEC with respect theretoor any other Governmental Entity that any of its accounting policies or practices are the subject of any review, have been prepared in accounting requirements and with the published rules and regulations of inquiry, investigation or challenge other than comments from the SEC with respect thereto, on Company filings which comments have either been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during satisfied or withdrawn by the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinSEC.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendmentor for any period beginning on or after January 1, the Seller Reports2003, including, without limitation, any financial statements or schedules included therein, complied (i) were prepared in all material respects in accordance with the Securities Act or requirements of the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered to the Purchaser a correct and complete copy of each report (including, without limitation, the Seller’s 2005 Proxy Statement) which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2004 (the “Recent Reports”) to the extent not available via E▇▇▇▇. None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared frombe so disclosed, and are in accordance with, no material non-public information has been disclosed to the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinPurchasers.

SEC Documents. Seller LabOne has made available to Holdings a true and complete copy of each quarterly, annual or current report on Form 10-Q, 10-K or 8-K, registration statement and definitive proxy statement filed by LabOne with the United States Securities and Exchange Commission SEC since January 1, 1994, which are all the documents (the “SEC”other than preliminary material) all forms, reports, schedules, statements and other documents that LabOne was required to be file with the SEC since January 1, 1994. LabOne will make available to Holdings, a true and complete copy of each quarterly, annual or current report on Form 10-Q, 10-K or 8-K, registration statement and definitive proxy statement filed by it since March 20, 2000 (LabOne with the SEC subsequent to the date of this Agreement and prior to the Effective Time. All of such reports and statements filed prior to the date of this Agreement are hereinafter referred to as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). "LabOne SEC Documents." As of their respective filing dates or(or if amended or superseded by a filing prior to the date hereof, if amended, as of then on the date of the last such amendmentfiling), the Seller Reports, including, without limitation, any financial statements or schedules included therein, LabOne SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)LabOne SEC Documents, and did not contain none of the LabOne SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None As of their respective filing dates (or if amended or superseded by a filing prior to the Seller Subsidiaries is required to file any formsdate hereof, reports or other documents with then on the SEC pursuant to Sections 13 or 15 date of such filing), the Exchange Act. The financial statements of the Seller LabOne included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply LabOne SEC Documents complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles in effect in the United States (“"GAAP”") applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes thereto, (ii) in the case of the unaudited financial statements, such differences in presentation or omissions as permitted by Rule 10-01 of Regulation S-X of the SEC and (iii) the unaudited financial statements do not contain all notes required by GAAP) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited financial statements, to normal year-end adjustments on a basis comparable with past periods) the consolidated financial position of LabOne and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Seller LabOne and its consolidated subsidiaries as at the dates thereof or Subsidiaries for the periods presented therein.

SEC Documents. Seller The Borrower has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the United States Securities and Exchange Commission (the “"SEC”") all formssince January 1, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 2001 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”"Borrower SEC Documents"). As Except to the extent that information contained in any Borrower SEC Documents has been revised or superseded by a later filed Borrower SEC Document: (i) as of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Borrower SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Act") or the Securities Exchange Act of 1934, as amended (the "1934 Act, ") as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Borrower SEC Documents, and did not contain none of the Borrower SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; (ii) none of the Borrower SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of ; and (iii) the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Borrower included in the Seller Reports have been prepared fromBorrower SEC Documents comply as to form, and are in accordance withas of their respective dates of filing with the SEC, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Borrower and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments).

SEC Documents. Seller (a) SBS has delivered or made available to Infinity (i) SBS's annual report on Form 10-K for its fiscal year ended December 31, 2003, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 2004 and June 30, 2004, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of SBS held since December 31, 2003, and (iv) all of the other reports, statements, schedules and registration statements filed by SBS with the United States Securities and Exchange Commission SEC since December 31, 2003 (the “SEC”) all forms, reports, schedules, statements and other documents required referred to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filingin this Section 2.5(a), collectively, the “Seller Reports”"SBS SEC Documents"). . (b) As of their respective dates its filing date (or, if amended, as of amended or superceded by a subsequent filing prior to the date of this Agreement, on the last date of such amendmentsubsequent filing), each SBS SEC Document filed prior to the Seller Reportsdate of this Agreement complied, includingand each such SBS SEC Document filed subsequent to the date of this Agreement and prior to the Closing will comply, without limitation, any financial statements or schedules included therein, complied as to form in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may bebe (including, without limitation, the applicable accounting requirements of the SEC and the published rules and regulations of the SEC promulgated thereunder applicable with respect thereto). (c) As of its filing date (or, if amended or superceded by a subsequent filing prior to the date of this Agreement, on the date of such Seller Reports (collectively, the “Securities Laws”subsequent filing), each SBS SEC Document (as the information therein may have been amended, revised, restated or superceded, as the case may be, by a subsequent filing made prior to the date of this Agreement) filed prior to the date of this Agreement pursuant to the Exchange Act did not, and did not each such SBS SEC Document filed subsequent to the date of this Agreement and prior to the Closing will not, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of . (d) At the Seller Subsidiaries is required to file any formstime each SBS SEC Document filed after July 30, reports or other documents 2002 containing financial statements was filed with the SEC pursuant (or, if amended or superceded by a subsequent filing prior to Sections 13 the date of this Agreement, on the date of such subsequent filing), such SBS SEC Document included or 15 was accompanied by the certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange rules and regulations promulgated thereunder (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The financial statements of the Seller included in the Seller Reports have been prepared from"), and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply each such certification complied in all material respects with applicable accounting requirements the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and each such SEC Document otherwise complied in all material respects with the published rules and regulations applicable requirements of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented therein▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Documents. Seller has (a) The Company and Nortek Inc., a Delaware company ("OpCo"), have each filed all reports, proxy statements, registration statements, forms and other documents (including all certifications and statements required by Rule 13a-14 or 15d-14 under the Exchange Act or Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) required to be filed or furnished by each of them with the United States Securities and Exchange Commission (the “"SEC”") since December 31, 2002 (collectively, including all formsexhibits and schedules thereto and documents incorporated by reference therein, reportsthe "Company SEC Documents"). Other than OpCo, schedules, statements and other documents no Subsidiary of the Company is required to be filed by it since March 20file any report, 2000 proxy statement, registration statement, form or other document with the SEC. None of the Company SEC Documents (other than the financial statements contained therein, as to which representations are made in Section 4.6 hereof) (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of prior to the date of the last such amendmentthis Agreement, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and did not contain if applicable) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None All of such Company SEC Documents (as amended prior to the Seller Subsidiaries is required date of this Agreement, if applicable) complied as to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply form in all material respects with the applicable accounting requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date so filed. The Company is in compliance in all material respects with the published rules and regulations provisions of the SEC ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act applicable to it as of the date hereof and has implemented such programs and has taken reasonable steps, upon the advice of the Company's independent auditors and outside counsel, respectively, to ensure the Company's future material compliance (not later than the relevant statutory and regulatory deadlines therefor) with respect theretoall provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act which shall become applicable to the Company, in light of the nature of the Company's currently outstanding debt and equity securities, including the nature of the ownership thereof, after the date hereof. (b) Except for the Financial Advisory Agreement, since January 1, 2003 there have been prepared in accounting requirements no transactions or Contracts between the Company or any of its Subsidiaries, on the one hand, and with the published rules and regulations any Affiliate of the SEC with respect theretoCompany or any of its Subsidiaries, on the other hand, that would be required to be disclosed pursuant to Item 404 of Regulation S-K under the Securities Act and have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereindisclosed publicly.

SEC Documents. Seller has filed with (a) Set forth in Section 3.8 of the United States Securities and Exchange Commission (the “SEC”) Disclosure Schedule is a complete list of all registration statements, proxy or information statements, forms, reports, schedules, statements reports and other documents required to be filed by it Modtech with the Securities and Exchange Commission (the "SEC") since March 20January 1, 2000 1996 (as such documents have been amended since the time of their filing, collectively, the “Seller "Modtech SEC Reports”"). Modtech has delivered or made available to SPI true and complete copies of each SEC Reports. As of their respective dates ordates, if amendedthe Modtech SEC Reports and any registration statements, as of reports, forms, proxy or information statements and other documents filed by Modtech with the SEC after the date of the last such amendmentthis Agreement (i) complied or, the Seller Reportswith respect to those not yet filed, includingwill comply, without limitation, any financial statements or schedules included therein, complied in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and ii) did not or, with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None . (b) Neither Modtech nor any of the Seller its Subsidiaries is has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to file any formsbe reflected on, reports or other documents with the SEC pursuant to Sections 13 reserved against in, a balance sheet of Modtech or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect notes thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles GAAP consistently applied, except for (“GAAP”i) applied on a consistent basis during liabilities or obligations that were so reserved on, or reflected in (including the periods involved notes to), the consolidated balance sheet of Modtech as of June 30, 1998 and (except as may be indicated ii) liabilities or obligations arising in the notes theretoordinary course of business (including trade indebtedness) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinsince June 30, 1998 which would not have a Material Adverse Effect.

SEC Documents. Seller (a) The Company has filed with furnished to Purchaser copies of the United States Securities Company's Annual Report on Form 10-KSB for the year ended June 30, 1996, the Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997, and Exchange Commission the Company's Proxy Statement for the Annual Meeting of the Shareholders dated May 23, 1997 (collectively, the “SEC”) all forms"SEC Documents"). Each of the SEC Documents, as of the respective date thereof, did not, and each of the registration statements, reports, schedules, and proxy statements and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, Company with the “Seller Reports”). As of their respective dates or, if amendedSEC after the date thereof and prior to the Closing will not, as of the date of the last such amendmentthereof, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. None of the Seller Subsidiaries The Company is not a party to any material contract, agreement, or other arrangement which was required to file any formshave been filed as an exhibit to the SEC Documents that is not so filed. (b) The SEC Documents include the Company's audited financial statements (the "Audited Financial Statements") for the year ended June 30, reports or other documents 1996 and its unaudited financial statements as of and for the nine-month period ended March 31, 1997 (the "Balance Sheet Date"). Since the Balance Sheet Date, the Company has duly filed with the SEC pursuant all registration statements, reports, and proxy statements required to Sections 13 or 15 be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities Act"). The audited and unaudited financial statements of the Seller Company included in the Seller Reports have been prepared fromSEC Documents filed prior to the date hereof fairly present, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects conformity with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present ), the consolidated financial position of the Company as at the date thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject to normal year and audit adjustments in the case of unaudited interim financial statements). (c) Except as and to the extent reflected or reserved against in the Company's unaudited financial statements for the nine-month period ending March 31, 1997 (including the notes thereto), the Company has no liabilities (whether accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined or 5 determinable) other than: (i) liabilities incurred in the ordinary course of business since the Balance Sheet Date, and (ii) liabilities with respect to agreements listed in Schedule 3.14(c).

SEC Documents. Seller (a) The Company has filed with or furnished to the United States Securities and Exchange Commission (the “SEC”) SEC all forms, reports, schedules, statements, prospectuses, registration statements, definitive proxy statements and other documents required to be filed by it the Company with or furnished by the Company to the SEC since March 20January 1, 2000 2023 (as such documents have been amended since the time of their filingcollectively, collectivelyincluding all exhibits thereto and information incorporated by reference therein, the “Seller ReportsCompany SEC Documents”). As of their respective filing dates or, if amended, (and as of the date of the last such amendmentany amendment or supplement thereto), the Seller Reports, including, without limitation, any financial statements or schedules included therein, (i) each Company SEC Document complied in all material respects with the requirements of the Securities Act or Act, the Exchange ActAct and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder and the applicable requirements of Nasdaq, in each case, applicable to such Seller Reports Company SEC Documents and (collectivelyii) except to the extent that information contained in such Company SEC Documents has been revised, amended, modified, superseded (prior to the date hereof) by a later filed Company SEC Document, the “Company SEC Documents when filed or furnished pursuant to the Securities Laws”), and Act or the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of . (b) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and such disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (c) The Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act): (i) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP; (ii) that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Seller included assets of the Company; (iii) that provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in the Seller Reports have been prepared fromaccordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance withwith authorizations of the Company’s management and the Company Board; and (iv) that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the books Company’s assets that could have a material effect on the financial statements. (d) The Company is, and records of Seller and its consolidated subsidiariessince January 1, comply 2021 has been, in compliance in all material respects with all applicable listing and corporate governance requirements of Nasdaq, and is, and since January 1, 2021 has been, in compliance in all material respects with all applicable rules, regulations and requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the SEC, in each case, taking into account the status of the Company as an “emerging growth company” (as defined in Rule 12b-2 under the Exchange Act). There are no outstanding loans or other extension of credit made by the Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since January 1, 2021, neither the Company nor, to the knowledge of the Company, the Company’s independent registered public accounting requirements firm has identified or been made aware of (i) any material deficiencies or weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and with report financial information; (ii) any fraud, whether or not material, that involves management or other employees who have a role in internal controls or (iii) any claim or allegation regarding any of the foregoing. (e) The Company is not a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off balance sheet arrangements (as defined in Item 303(a) of Regulation S-K under the Securities Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published rules financial statements or other Company SEC Documents. (f) The Company has made available to Parent accurate and regulations complete copies of all material correspondence through the date hereof between the SEC, on the one hand, and the Company, on the other hand, including comment letters from the staff of the SEC relating to the Company SEC Documents containing unresolved comments and all written responses of the Company thereto. To the knowledge of the Company, as of the date hereof, no Company SEC Document is the subject of ongoing review, comment or investigation by the SEC. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the to any Company SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinDocument.

SEC Documents. Seller Since January 1, 1998, the Company has filed with or, in the United States Securities and Exchange Commission case of the Company Post-Signing SEC Documents (the “SEC”) as defined in Section 6.10), will file all forms, required reports, schedules, forms, statements and other documents required to be filed by it since March 20, 2000 Documents with the SEC (as such documents have been amended since the time of their filing, defined in Article X) (collectively, including the “Seller Reports”Company Post-Signing SEC Documents, the "Company SEC Documents"). As of their respective dates filing dates, --------------------- the Company SEC Documents complied or, if amended, as in the case of the date of the last such amendmentCompany Post-Signing SEC Documents, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations none of the Company SEC promulgated thereunder applicable to such Seller Reports (collectivelyDocuments contained or, in the “Securities Laws”)case of the Company Post-Signing SEC Documents, and did not contain 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 or are made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The consolidated financial statements of the Seller Company included in the Seller Reports have been prepared fromCompany SEC Documents (the "Financial --------- Statements") comply or, and are in accordance withthe case of the Company Post-Signing SEC Documents, the books and records of Seller and its consolidated subsidiaries---------- will comply, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared or, in accounting requirements and with the published rules and regulations case of the Company Post-Signing SEC with respect theretoDocuments, will have been prepared in accordance with United States generally accepted accounting principles GAAP (“GAAP”as defined in Article X) (except, in the case of unaudited 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 the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal year-end adjustments and the absence of footnotes). Except as disclosed in the Financial Statements, as required by GAAP or as required by any Governmental Entity, the Company has not, since December 31, 1998, made any change in accounting practices or policies applied in the preparation of the Financial Statements.

SEC Documents. Seller has filed A complete list of the registration statements of Tuck▇▇ ▇▇▇ed with the United States Securities and Exchange Commission ("SEC") in connection with Tuck▇▇'▇ ▇▇▇tial public offering of Tuck▇▇ ▇▇▇mon Stock, and all exhibits, amendments and supplements thereto (the “"Tuck▇▇ ▇▇▇istration Statement"), and each (A) registration statement, (B) annual report on Form 10-K, (C) quarterly report on Form 10-Q, (D) current report on Form 8-K, (E) proxy statement or information statement, and (F) other reports filed with the SEC pursuant to the requirements of the Exchange Act (in all such cases, including all exhibits, amendments and supplements thereto), prepared by Tuck▇▇ ▇▇ any of the Tuck▇▇ ▇▇▇sidiaries or relating to properties of Tuck▇▇ ▇▇ the Tuck▇▇ ▇▇▇sidiaries (including registration statements covering mortgage pass-through certificates) since the effective date of the Tuck▇▇ ▇▇▇istration Statement, is set forth in Section 5.7 of the Tuck▇▇ ▇▇▇closure Letter, and copies of such documents, in the form (including exhibits and any amendments thereto) filed with the SEC”) , have previously been provided or made available to Brad▇▇▇ ▇▇ its counsel (collectively, the "Tuck▇▇ ▇▇▇orts"). The Tuck▇▇ ▇▇▇orts were filed with the SEC in a timely manner and constitute all forms, reports, schedules, statements reports and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since Tuck▇▇ ▇▇▇er the time of their filing, collectivelySecurities Act, the “Seller Reports”Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Tuck▇▇ ▇▇▇orts (i) complied as to form 12 18 in all material respects with the Securities Act or the Exchange Act, as the case may be, and the rules and regulations applicable requirements of the SEC promulgated thereunder applicable to such Seller Reports Securities Laws and (collectively, the “Securities Laws”), and ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None Each of the Seller Subsidiaries is consolidated balance sheets of Tuck▇▇ ▇▇▇luded in or incorporated by reference into the Tuck▇▇ ▇▇▇orts (including the related notes and schedules) fairly presents the consolidated financial position of Tuck▇▇ ▇▇▇ the Tuck▇▇ ▇▇▇sidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Tuck▇▇ ▇▇▇luded in or incorporated by reference into the Tuck▇▇ ▇▇▇orts (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Tuck▇▇ ▇▇▇ the Tuck▇▇ ▇▇▇sidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC. Except as and to the extent set forth on the consolidated balance sheet of Tuck▇▇ ▇▇▇ the Tuck▇▇ ▇▇▇sidiaries at December 31, 1994, including all notes thereto, or as set forth in the Tuck▇▇ ▇▇▇orts or in Section 5.7 of the Tuck▇▇ ▇▇▇closure Letter, neither Tuck▇▇ ▇▇▇ any of the Tuck▇▇ ▇▇▇sidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to file any formsbe reflected on, reports or other documents with the SEC pursuant to Sections 13 or 15 reserved against in, a balance sheet of the Exchange Act. The financial statements of the Seller included Tuck▇▇ ▇▇ in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect notes thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (consistently applied, except as may be indicated liabilities arising in the notes thereto) ordinary course of business since such date and fairly present liabilities for expenses of attorneys, accountants and investment bankers incurred in connection with the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinMerger.

SEC Documents. Seller The Company has furnished to each Purchaser, a true and complete copy of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 1998, the Company's Quarterly Report on Form 10-Q for the three months ended June 30, 1998, and any other statement, report, registration statement (other than registration statements on Form S-8) or definitive proxy statement filed by the Company with the United States Securities SEC during the period commencing June 30, 1998 and Exchange Commission ending on the date hereof. The Company will, promptly upon the filing thereof, also furnish to each Purchaser all statements, reports (the “SEC”) all formsincluding, reportswithout limitation, schedulesQuarterly Reports on Form 10-Q and Current Reports on Form 8-K), registration statements and other documents definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all such materials required to be filed by it since March 20, 2000 (as such documents have been amended since furnished to each Purchaser pursuant to this sentence or pursuant to the time next preceding sentence of their filingthis Section 3.5 being called, collectively, the “Seller Reports”"SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentfiling dates, the Seller Reports, including, without limitation, any financial statements SEC Documents complied or schedules included therein, complied will comply in all material respects with the Securities requirements of the Exchange Act or the Exchange Securities Act, as the case may beapplicable, and the rules and regulations none of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, as of their respective filing dates, except to the extent corrected by a subsequently filed SEC Document. None The Company has, during the period that the Company has been subject to the requirements of Section 12 or 15(d) of the Seller Subsidiaries is Exchange Act, filed in a timely manner all reports and other material required to file any forms, reports or other documents with the SEC be filed by it pursuant to Sections 13 Section 13, 14 or 15 15(d) of the Exchange Act. The financial statements Company has not filed any amendment to its Annual Report on Form 10-K for the year ended December 31, 1997, its Quarterly Report on Form 10-Q for the three months ended March 31, 1998, or its Quarterly Report on Form 10-Q for the three months ended June 30, 1998. As of the Seller included in the Seller Reports have been prepared from, and are in accordance withdate hereof, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with Company has not filed any Current Report on Form 8-K for any period ending on the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereindate hereof.

SEC Documents. Seller (a) The Company Shares are registered pursuant to Section 12(b) of the Exchange Act, and, since April 30, 2007, the Company has timely filed with or furnished on Form 6-K (or other applicable form) to the United States Securities and Exchange Commission (the “SEC”) SEC all forms, reports, schedules, forms, statements and other documents required to be filed with or furnished on Form 6-K (or other applicable form) to the SEC by it since March 20, 2000 pursuant to the reporting requirements of the Exchange Act. (b) The Company is a “foreign private issuer” (as such documents have been amended term is defined in the rules and regulations under the Securities Act and the Exchange Act). (c) The Company has made available to the Investors prior to the date hereof copies of all annual reports on Form 20-F filed by Company with the SEC since April 30, 2007 including all amendments thereto and any report on Form 6-K submitted by the time of their filingCompany to the SEC since April 30, collectively, 2007 (the Forms 20-F and the Forms 6-K are collectively referred to herein as the “Seller ReportsSEC Documents”). As Each of their respective dates or, if amendedthe SEC Documents (including the financial statements included therein), as of the respective date of the last such amendmentthereof (or, the Seller Reports, including, without limitation, any financial statements if amended or schedules included therein, complied in all material respects with the Securities Act superseded by a filing or the Exchange Actsubmission, as the case may be, and prior to the rules and regulations Closing Date, then on the date of such filing or submission, as the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”case may be), and did not contain any untrue statement of a material fact or nor 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. None of Each SEC Document, as it may have been subsequently amended by filings or submissions, as the Seller Subsidiaries is required case may be, filed or submitted by the Company with or to file any formsthe SEC since April 30, reports or other documents 2007 and prior to the date hereof complied in all material respects with the SEC pursuant to Sections 13 or 15 requirements of the Exchange Act. Act and the rules and regulations promulgated thereunder applicable to such SEC Document. (d) The financial statements of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, Documents have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in involved, present fairly the notes thereto) and fairly present the consolidated financial position of the Company as of the dates indicated therein and the consolidated results of its operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereintherein specified, subject, in the case of unaudited financial statements for interim periods, to normal year-end audit adjustments, and are consistent with the books and records of the Company (which books and records are correct and complete.

SEC Documents. Seller (i) The Company has filed with the United States Securities and Exchange Commission (the “SEC”) SEC all forms, reports, schedules, statements and other documents required to be filed with the SEC by it the Company since March 20June 26, 2000 2001 (as such documents have been amended since the time of their filing, collectivelytogether with all information incorporated therein by reference, the “Seller Reports”SEC Documents). No Subsidiary of the Company is required to file any form, report, schedule, statement or other document with the SEC. As of their respective dates or, if amendedamended prior to the date hereof, as of the date of the last such amendmentamendment date, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the requirements of the United States Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents at the time it was filed or, if amended prior to the date hereof, as of the amendment date, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a Filed SEC Document) has been revised or superseded by a later filed SEC Document, none of the Seller Subsidiaries is SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to file any formsbe stated therein or necessary in order to make the statements therein, reports or other documents with the SEC pursuant to Sections 13 or 15 in light of the Exchange Act. circumstances under which they were made, not misleading. (ii) The financial statements (including the notes thereto) of the Seller Company included in the Seller Reports have been prepared fromSEC Documents comply as to form, and are in accordance withas of their respective dates of filing or, if amended prior to the books and records date hereof, as of Seller and its consolidated subsidiariesthe date of filing of the amendment, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated 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 of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Except as set forth in the Filed SEC Documents and except for liabilities and obligations incurred in connection with this Agreement or the transactions contemplated hereby, the Company and its Subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. (iii) Since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), the Company has been and is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. Section 3.1(e)(iii) of the Company Disclosure Letter sets forth, as of the date hereof, a schedule of all outstanding loans to officers or directors of the Company and the payment status thereof, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof. (iv) The Company has designed disclosure controls and procedures 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. (v) The Company has disclosed, based on the most recent evaluation by the chief executive officer and the chief financial officer of the Company, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (vi) As of the date hereof, the Company has not identified any material control deficiencies other than as disclosed in Section 3.1(e)(vi) of the Company Disclosure Letter. (vii) Section 3.1(e)(vii) of the Company Disclosure Letter sets forth the status, as of the date hereof, of any issues raised by the SEC with respect to any Filed SEC Documents, compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or the internal control over financial reporting of the Company and its Subsidiaries. (viii) Attached to Section 3.1(e)(viii) of the Company Disclosure Letter is a draft of the Company’s quarterly report on Form 10-Q for the fiscal quarter ended October 1, 2004, substantially in the form that the Company currently intends to file with the SEC with such changes that are not, individually or in the aggregate, material. The Company hereby makes the representations set forth in Sections 3.1(e)(i) and (ii) with respect to such draft quarterly report Form 10-Q as if it were a Filed SEC Document. (ix) Attached as Section 3.1(e)(ix) of the Company Disclosure Letter is the Company’s most recently prepared financial outlook for 2004-2005 (the Outlook). The Outlook represents management’s best current estimate, as of the date hereof, of the future financial performance of the Company, it being understood that all projections are subject to significant uncertainties and that no representation is being made hereby that the projected results will be achieved.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendmentor for any period beginning on or after July 1, the Seller Reports2003, including, without limitation, any financial statements or schedules included therein, complied (i) were prepared in all material respects in accordance with the Securities Act or requirements of the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered to the Purchaser a correct and complete copy of each report (including, without limitation, the most recent Proxy Statement) which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after June 30, 2005 (the “Recent Reports”) to the extent not available via ▇▇▇▇▇. None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared frombe so disclosed, and are in accordance with, no material non-public information has been disclosed to the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinPurchasers.

SEC Documents. Seller The Company has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, required reports, ------------- schedules, forms, statements and other documents required to be with the SEC between September 30, 1994 and the date of this Agreement. All reports, schedules, forms, statements and other documents filed by it since March 20the Company with the SEC between September 30, 2000 1994 and the date of this Agreement (other than any exhibits to such reports, schedules, forms, statements and documents) are collectively referred to in this Agreement as such documents have been amended since the "Company SEC Documents." As of the time each of their filing, collectively, the “Seller Reports”). As of their respective dates Company SEC Documents was filed with the SEC (or, if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendmentfiling), (i) the Seller Reports, including, without limitation, any financial statements or schedules included therein, Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Company SEC Documents, and did not contain (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, none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply Company SEC Documents complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Between March 31, 1997 and the date of this Agreement, the Company has not incurred any liabilities of the type required to be disclosed in the liabilities column of a balance sheet prepared in accordance with U.S. generally accepted accounting principles, except for (i) liabilities incurred in the ordinary course of business, and (ii) liabilities that would not, individually or in the aggregate, have a material adverse effect on the Company.

SEC Documents. Seller The Purchaser (a) has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, forms, statements and other documents required to be filed by it the Purchaser with the Securities and Exchange Commission (the "SEC") since March 20December 31, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendment, the Seller Reports1999, including, without limitation, the Purchaser's Annual Report on Form 10-K for the year ended December 31, 1999 (the "EXCHANGE ACT DOCUMENTS") and (b) intends to file the Registration Statement with the SEC as provided in Section 4.6(f) on the Closing Date (such Registration Statement, including any financial statements or schedules included prospectus contained therein, complied the "SECURITIES ACT DOCUMENTS" and, together with the Exchange Act Documents, the "PURCHASER SEC DOCUMENTS"). As of its respective date, each Exchange Act Document complied, and each Securities Act Document will comply, in all material respects with the Securities requirements of the Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)thereto, and each Exchange Act Document did not not, and each Securities Act Document will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent that information contained in any Purchaser SEC Document has been revised or superseded by a later filed Purchaser SEC Document, as of the Seller Subsidiaries is required to file any formsdate hereof, reports or other documents with the SEC pursuant to Sections 13 or 15 none of the Exchange Act. The financial statements Act Documents contains and, as of the Seller included in the Seller Reports have been prepared fromClosing Date, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations none of the Purchaser SEC with respect theretoDocuments will contain, have been prepared any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in accounting requirements and with order to make the published rules and regulations statements therein, in light of the SEC with respect theretocircumstances under which they were made, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinnot misleading.

SEC Documents. Seller (i) The Company has made available (including via filings with ▇▇▇▇▇) to each of the Purchaser Parties a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the United States Securities SEC since January 1, 2002 and Exchange Commission prior to or on the date hereof (the “SEC”) all forms, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller ReportsCompany SEC Documents”). As of their respective dates orfiling dates, if amended, as of (A) the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports Company SEC Documents and (collectively, B) none of the “Securities Laws”), and did not contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Company SEC Documents filed and publicly available prior to the date of this Agreement. The Company has no outstanding and unresolved comments from the SEC with respect to any of the Company SEC Documents; provided, however, that no representation or warranty is made as to outstanding and unresolved comments from the SEC regarding any post-effective amendment to the Company’s effective registration statement on Form S-11 (Registration No. 333-115640) filed after the date hereof. None of the Seller Subsidiaries Company SEC Documents is required to file the subject of any forms, reports or other documents with confidential treatment request by the SEC pursuant to Sections 13 or 15 of the Exchange ActCompany. The consolidated financial statements of the Seller Company (including the notes thereto) included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply Company SEC Documents complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, 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, in 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 the Company Subsidiaries, taken as a whole, as of their respective dates and the consolidated results statements of operations and the consolidated statements of cash flows of Seller the Company and its consolidated subsidiaries as at the dates thereof or Company Subsidiaries for the periods presented therein. No Company Subsidiary is required to make any filings with the SEC. (ii) The GP Units and LP Units are not registered under Section 12 of the Exchange Act.

SEC Documents. Seller The Company has furnished to each Purchaser, a true and complete copy of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 1997, and any other statement, report, registration statement (other than registration statements on Form S-8) or definitive proxy statement filed by the Company with the United States Securities SEC during the period commencing March 31, 1997 and Exchange Commission ending on the date hereof. The Company will, promptly upon the filing thereof, also furnish to each Purchaser all statements, reports (the “SEC”) all formsincluding, reportswithout limitation, schedulesQuarterly Reports on Form 10-Q and Current Reports on Form 8-K), registration statements and other documents definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all such materials required to be filed by it since March 20, 2000 (as such documents have been amended since furnished to each Purchaser pursuant to this sentence or pursuant to the time next preceding sentence of their filingthis Section 3.6 being called, collectively, the “Seller Reports”"SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentfiling dates, the Seller Reports, including, without limitation, any financial statements SEC Documents complied or schedules included therein, complied will comply in all material respects with the Securities requirements of the Exchange Act or the Exchange Securities Act, as the case may beapplicable, and the rules and regulations none of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, as of their respective filing dates, except to the extent corrected by a subsequently filed SEC Document. None The Company has, during the period that the Company has been subject to the requirements of Section 12 or 15(d) of the Seller Subsidiaries is Exchange Act, filed in a timely manner all reports and other material required to file any forms, reports or other documents with the SEC be filed by it pursuant to Sections 13 Section 13, 14 or 15 15(d) of the Exchange Act. The financial statements Company has not filed any amendment to its Annual Report on Form 10-K for the year ended December 31, 1996 or its Quarterly Report on Form 10-Q for the three months ended March 31, 1997. As of the Seller included in the Seller Reports have been prepared from, and are in accordance withdate hereof, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with Company has not filed any Current Report on Form 8-K for any period ending on the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereindate hereof.

SEC Documents. Seller (i) The Company has made available (including via filings with ▇▇▇▇▇) to each of the Purchaser Parties a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the United States Securities SEC since January 1, 2002 and Exchange Commission prior to or on the date hereof (the “SECCompany SEC Documents”). Except as set forth in Section 3.1(e) all forms, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since of the time of their filing, collectivelyCompany Disclosure Letter, the “Seller Reports”)Company has timely filed each of the Company SEC Documents. As of their respective dates orfiling dates, if amended, as of (A) the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports Company SEC Documents and (collectively, B) none of the “Securities Laws”), and did not contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Company SEC Documents filed and publicly available prior to the date of this Agreement. Other than in connection with the Company’s Post-Effective Amendment No. 1 to Form S-11 (Registration No. 333 115640), the Company has no outstanding and unresolved comments from the SEC with respect to any of the Company SEC Documents; provided, however, that no representation or warranty is made as to outstanding and unresolved comments from the SEC regarding any post-effective amendment to the Company’s effective registration statement on Form S-11 (Registration No. 333 115640) filed after the date hereof. None of the Seller Subsidiaries Company SEC Documents is required to file the subject of any forms, reports or other documents with confidential treatment request by the SEC pursuant to Sections 13 or 15 of the Exchange ActCompany. The consolidated financial statements of the Seller Company (including the notes thereto) included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply Company SEC Documents complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, 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, in 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 the Company Subsidiaries, taken as a whole, as of their respective dates and the consolidated results statements of operations and the consolidated statements of cash flows of Seller the Company and its consolidated subsidiaries as at the dates thereof or Company Subsidiaries for the periods presented therein. No Company Subsidiary is required to make any filings with the SEC. (ii) The GP Units and LP Units are not registered under Section 12 of the Exchange Act.

SEC Documents. Seller (a) The Company has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, required reports, schedules, forms, statements and other documents required to be filed by it the Company with the Securities and Exchange Commission (the "SEC") since March 20January 1, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”"SEC DOCUMENTS"). As of their respective dates ordates, if amended, as of (i) the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (including the rules and regulations of the SEC promulgated thereunder, the "SECURITIES ACT") or the Securities Exchange ActAct of 1934, as amended (including the rules and regulations of the SEC promulgated thereunder, the "EXCHANGE ACT"), as the case may be, and the rules and regulations (ii) none of the SEC promulgated thereunder applicable Documents, except to such Seller Reports the extent that information contained in any SEC Document has been revised or superseded by a later Filed SEC Document (collectively, the “Securities Laws”as defined in Section 3.5 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. When the Registration Statement (as defined in Section 7.1(a)(i) below), as such may be amended from time to time, is declared effective by the SEC, such Registration Statement will comply in all material respects with the requirements of the Securities Act and did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. . (b) The financial statements of the Seller Company (including, in each case, any related notes thereto) included in the Seller Reports have been prepared fromSEC Documents (including, and are in accordance withwithout limitation, the books and records of Seller and its audited consolidated subsidiariesfinancial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999) (i) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with United States U.S. generally accepted accounting principles (“"GAAP”") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations their operation and cash flows cashflows for the periods then ending in accordance with GAAP (subject, in the case of Seller the unaudited statements, to normal year end audit adjustments). Except as set forth in the Filed SEC Documents, neither the Company nor any of its subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries as at or in the dates thereof notes thereto, that would reasonably be expected to have, individually or for in the periods presented thereinaggregate, a Material Adverse Effect.

SEC Documents. Seller For the two years preceding the date hereof, the Company has timely filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, forms, statements and other documents required to be filed by it since March 20, 2000 with the Securities and Exchange Commission (as such documents have been amended since the time of their filing, collectively, the “Seller ReportsSEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including under Section 13(a) and 15(d) thereof, and has filed all registration statements and other documents required to be filed by it with the SEC pursuant to the Securities Act. All materials filed by the Company with the SEC under the Securities Act or the Exchange Act for the two years preceding the date hereof and all amendments thereto, including exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, are hereinafter referred to herein as the “SEC Documents.” The Company has made available to representatives of the Investors all of the SEC Documents. As of their respective dates (or, if amended, as of then on the date of the last such amendment), the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the Securities requirements of the Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is Any statements made in any such SEC Documents that are or were required to file any forms, reports be updated or other documents with the SEC pursuant to Sections 13 or 15 of amended under the Exchange Act or the Securities Act. The financial statements of , as the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretocase may be, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof so updated or for the periods presented thereinamended.

SEC Documents. Seller has filed (a) As soon as practicable on the date the Offer is commenced, Parent and the Purchaser shall file with the United States Securities and Exchange Commission (the “"SEC”") a Tender Offer Statement on Schedule 14D-1 in accordance with the Exchange Act with respect to the Offer (together with all forms, reports, schedules, statements amendments and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since supplements thereto and including the time of their filing, collectivelyexhibits thereto, the “Seller Reports”"Schedule 14D-1" and the Schedule 14D-1 together with all amendments, supplements and exhibits thereto, including the Offer to Purchase, being collectively the "Offer Documents"). As of their respective dates or, if amended, as Concurrently with the commencement of the date Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9"), which shall, subject to the fiduciary duty of the last such amendmentBoard under applicable law, contain the Seller Reportsrecommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and the Purchaser will take all steps necessary to ensure that the Offer Documents, includingand the Company will take all steps necessary to ensure that the Schedule 14D-9, without limitation, any financial statements or schedules included therein, complied will comply in all material respects with the Securities Act or provisions of applicable Federal and state securities Laws and, on the Exchange Act, as the case may be, and the rules and regulations of date filed with the SEC promulgated thereunder applicable and on the date first published, sent or given to such Seller Reports (collectivelythe Company's stockholders, the “Securities Laws”), and did shall not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of , except that Parent and the Seller Subsidiaries is required Purchaser make no representation with respect to file any forms, reports or other documents with information furnished by the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included Company for inclusion in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position Offer Documents and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented therein.Company makes no representation

SEC Documents. Seller SLW has filed with the United States Securities made available to HiEnergy and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates orits advisors, if amendedany, as all materials relating to the business, finances and operations of the date of the last such amendmentSLW, the Seller Reports, including, including without limitation, any financial statements or schedules included thereinSLW's (1) Annual Report on Form 10-KSB for the fiscal year ended April 30, complied in 2001, (2) Quarterly Reports on Form 10-QSB for the fiscal quarters ended July 31, 2001 and October 31, 2001 and (3) all material respects with the Securities Act or other filings made by SLW under the Exchange ActAct (the "SEC Documents"). Except as provided in the SLW Disclosure Letter, as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to such Seller Reports (collectivelyDocuments contained, at the “Securities Laws”)time they were filed, and did not contain any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, made therein in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any SLW has since its inception filed all requisite forms, reports or other documents and exhibits required to be filed with the SEC pursuant SEC, including, without limitation, all SLW filings required in connection with the acquisition of SLW stock by the SLW shareholders, and none of which contained, at the time they were filed, any untrue statement of a material fact or omitted to Sections 13 state any material fact required to be stated therein or 15 necessary to make the statements made therein in light of the Exchange Actcircumstances under which they were made, not misleading. The financial statements SLW agrees to promptly provide HiEnergy with copies of the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and any subsequent SEC Documents that it files with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles Securities and Exchange Commission (“GAAP”"SEC") applied on a consistent basis during prior to the periods involved (except as may be indicated in Closing Date. Neither SLW nor any of its directors, officers or shareholders have previously been investigated, Voluntary Share Exchange Agreement 15 convicted or otherwise been subject to the notes thereto) and fairly present determination by any governmental authority, including but not limited to the consolidated financial position and the consolidated results SEC, for violation of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinany securities law.

SEC Documents. Seller Geron has made available to Merix a true and complete copy of Geron’s Annual Report on Form 10-K for the year ended December 31, 2003, and any definitive proxy and other statements filed by Geron with the United States Securities and Exchange Commission SEC since that date (the “SEC”) all forms, reports, schedules, statements and other documents such materials required to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filingfurnished to Merix pursuant to this sentence being called, collectively, including any amendments thereto, the “Seller ReportsSEC Documents”). As Since January 1, 2004, Geron has timely made all filings required to be made by it under the Exchange Act, and the securities laws of their respective dates orany state, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, and any financial statements or schedules included therein, complied rules and regulations promulgated thereunder. The SEC Documents comply in all material respects with the Securities requirements of the Exchange Act or the Exchange Act, as the case may beapplicable, and the rules and regulations none of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, as of their respective filing dates, except to the extent corrected by a subsequently filed SEC Document filed prior to the date hereof. None Geron represents and warrants that, as of the Seller Subsidiaries is required date of this Agreement, it meets the requirements for the use of Form S-3 for registration of the resale by Merix of the Shares, and it will use its commercially reasonable efforts to file any formscontinue to meet such requirements during the period in which it takes to have the Registration Statement declared effective. Since December 31, reports 2003, (i) there has been no development or other documents change (actual or threatened), individually or in the aggregate, having a material adverse effect on Geron or its business, and (ii) Geron has conducted its business only in the ordinary course consistent with past practice. Geron has no material indebtedness, obligations or liabilities (whether accrued, absolute, contingent or otherwise, and whether due or to become due) which were not fully reflected in, reserved against or otherwise described in the SEC pursuant to Sections 13 Documents, or 15 of the Exchange Act. The financial statements of the Seller included incurred in the Seller Reports have been prepared from, and are in accordance with, the books and records ordinary course of Seller and its consolidated subsidiaries, comply in all material respects business consistent with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinGeron’s past practices.

SEC Documents. Seller (i)The Company has filed with made available to Parent, or the United States Securities Electronic Data Gathering, Analysis and Exchange Commission Retrieval (E▇▇▇▇) database of the “SEC”) SEC contains in a publicly available format, complete and accurate copies of all forms, reports, schedules, forms, statements and other documents required to be filed with the SEC by it the Company since March 20January 1, 2000 2002 (as such documents have been amended since the time of their filing, collectivelytogether with all information incorporated therein by reference, the “Seller ReportsSEC Documents”). The Company has filed with the SEC each report, schedule, form, statement or other document or filing required by Law to be filed. No Subsidiary is required to file any report, schedule, form, statement or other document with the SEC. As of their respective dates ordates, if amended, as each of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Actof 1933, as the case may beamended, and the rules and regulations promulgated thereunder (the “Securities Act”), the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (“SOX”), in each case, applicable to such SEC Documents at the time of filing, and none of the SEC promulgated thereunder applicable to such Seller Reports (collectively, Documents at the “Securities Laws”), and did not contain time it was filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed SEC Document, none of the Seller Subsidiaries is SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to file any formsbe stated therein or necessary in order to make the statements therein, reports or other documents with the SEC pursuant to Sections 13 or 15 in light of the Exchange Actcircumstances under which they were made, not misleading. The Each of the financial statements (including the related notes) of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, SEC Documents complied at the books and records of Seller and its consolidated subsidiaries, comply time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto in effect at the time of filing, have had been or will be prepared in accordance with generally accepted accounting requirements and with principles in effect from time to time in the published United States of America (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”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 of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had, or are reasonably likely to have, a Material Adverse Effect.

SEC Documents. Seller (a) From January 1, 2023 to the date of this Agreement, the Company has timely filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, forms, statements and other documents required to be filed by it since March 20with the SEC pursuant to the Exchange Act (including pursuant to any timely filed notifications of late filings) for any of the foregoing (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, 2000 (notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as such documents have been amended since the time of their filing, collectively, the “Seller ReportsSEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendmentSEC filing dates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Exchange Act▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (and the regulations promulgated thereunder), as the case may be, applicable to such SEC Documents, and the rules and regulations none of the SEC promulgated thereunder applicable Documents as of such respective dates (or, if amended prior to such Seller Reports (collectivelythe date hereof, the “Securities Laws”)date of the filing of such amendment, and did not contain with respect to the disclosures that are amended) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None As of the Seller Subsidiaries date hereof, (i) the Company is eligible to file a registration statement on Form S-3, (ii) none of the Company’s subsidiaries is required to file any forms, reports or other documents with the SEC, (iii) there are no outstanding or unresolved comments in comment letters from the SEC pursuant staff with respect to Sections 13 or 15 any of the Exchange Act. Company SEC Documents and (iv) to the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (b) The consolidated financial statements of the Seller Company (including all related notes or schedules) included or incorporated by reference in the Seller Reports have been prepared fromCompany SEC Documents (i) complied as to form, and are in accordance with, as of their respective dates of filing with the books and records of Seller and its consolidated subsidiaries, comply SEC in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with United States generally accepted accounting principles GAAP (“GAAP”except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (x) as may be indicated in the notes theretothereto or (y) as permitted by Regulation S-X), and (iii) fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinshown (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments). (c) The Company has established and maintains disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Since the end of the Company’s most recent audited fiscal year, neither the Company nor, to the knowledge of the Company, the Company’s independent registered public accounting firm has identified or been made aware of “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls over and procedures relating to financial reporting which would reasonably be expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. As of the date hereof, the Company is in compliance in all material respects with the applicable listing requirements and corporate governance rules and regulations of Nasdaq.

SEC Documents. Seller Since January 1, 2019, the Company has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and other documents Company SEC Documents required to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, pursuant to applicable Laws as of the date of this Agreement. As of the last date of this Agreement, none of the Company Subsidiaries is required to file any documents with the SEC. As of the time that it 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 amendment, filing): (i) each of the Seller Reports, including, without limitation, any financial statements or schedules included therein, Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations (ii) none of the Company SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is The certifications and statements required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 by Rule 13a-14 of the Exchange Act, and Section 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act relating to the Company SEC Documents were accurate and complete, and complied as to form and content with all applicable Laws as of the respective dates of such filings (or, if amended or superseded by a filing prior to the date hereof, then on the dates of such filings). The Neither the Company nor any Company Subsidiary has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the Company SEC Documents (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such Company SEC Documents (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Seller included Company, there is not, any investigation or review. As used in the Seller Reports have been prepared from, and are in accordance withthis Agreement, the books term “file” and records of Seller and its consolidated subsidiariesvariations thereof, comply when used in all material respects with applicable accounting requirements and with reference to the published rules and regulations of SEC, will be broadly construed to include any manner in which a document or information is filed, furnished, supplied or otherwise made available to the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinSEC.

SEC Documents. Seller The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the United States Securities and Exchange Commission (the “SEC”) all formsSEC since December 28, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 1997 (as such documents have been amended since the time of their filing, collectivelyfiling been amended, the “Seller Reports”"Company ------- SEC Documents"), which are all the documents (other than preliminary material) ------------- that the Company was required to file with the SEC since such date. As of their respective dates ordates, if amended, as of (i) the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Company SEC Documents, and did not contain (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Company included in the Seller Reports have been prepared fromCompany SEC Documents (including, without limitation, the audited balance sheet and related statements of operations, stockholders' equity and cash flows of the Company and its subsidiaries for the fiscal year ended January 2, 2000, as audited by Deloitte & Touche LLP (such balance sheet and related statements are referred to hereinafter as the "Year-End Financial Statements"), and are in accordance with, the books and records ----------------------------- unaudited financial statements of Seller the Company and its consolidated subsidiariessubsidiaries for the fiscal quarters ended April 2, comply 2000 and July 2, 2000, including the balance sheet of the Company and its subsidiaries dated July 2, 2000 (the "Balance ------- Sheet")) complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting ----- requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis during the periods ---- involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position and of the consolidated results of operations and cash flows of Seller Company and its consolidated subsidiaries as at the dates thereof or and the consolidated results of their operations, stockholders' equity and cash flows for the periods presented thereinthen ended in accordance with GAAP. As of July 2, 2000, neither the Company nor any of its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) and which were not reflected on the Balance Sheet. Since July 2, 2000, except as and to the extent set forth in the Company SEC Documents and except for liabilities or obligations incurred in the ordinary course of business consistent with past practice and of substantially the same character, type and magnitude as incurred in the past, neither the Company nor any of its subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, that would have a Material Adverse Effect on the Company, or would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto). All material agreements, contracts and other documents required to be filed as exhibits to any of the Company SEC Documents have been so filed. No subsidiary of the Company is required to file any form, report or other document with the SEC.

SEC Documents. Seller The Company has made available to the Investor true and complete copies of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (the "ANNUAL REPORT"), the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2001, and each report, proxy statement or registration statement filed by the Company with the United States Securities and Exchange Commission (the “"SEC”") all formspursuant to the Securities Exchange Act of 1934, reports, schedules, statements and other documents required to be filed by it as amended (the "EXCHANGE ACT") or the Securities Act since March 20, 2000 the filing of the Annual Report through the date hereof (as collectively such documents have been amended since are referred to as the time of their filing, collectively, the “Seller Reports”"SEC DOCUMENTS"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the Securities Act or requirements of the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, and the “Securities Laws”), and SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None As of their respective dates, to the Seller Subsidiaries is required to file any formsbest of Company's knowledge, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply SEC Documents complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published or other applicable rules and regulations of the SEC with respect theretothereto at the time of such inclusion. Except as reflected in the Company's report on Form 8-K, filed on June 19, 2001, neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been prepared required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated , which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto) and fairly present thereto included in the consolidated 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 position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinstatements.

SEC Documents. Seller (a) The Company has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reportsdocuments, schedules, statements certifications, prospectuses, reports, and registration, proxy and other documents statements, required to be filed or furnished by it with or to the SEC since March 20December 31, 2000 2007 pursuant to the requirements of the Securities Act, the Exchange Act, or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder (as the “Company SEC Documents”), which term shall include such documents have been amended since filed during such period on a voluntary basis on Form 8-K, and in each case including exhibits and schedules thereto and documents incorporated by reference therein. None of the time of their filing, collectively, Company Subsidiaries is required to file periodic reports with the “Seller Reports”)SEC pursuant to the Exchange Act. As of their respective effective dates or(in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act), and as of their respective filing dates with the SEC (in the case of all other Company SEC Documents), or in each case, if amendedamended prior to the date hereof, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Company SEC Documents complied in all material respects respects, and all documents filed by the Company between the date of this Agreement and the date of the Equity Closing shall comply in all material respects, with the requirements of the Securities Act, the Exchange Act or the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC promulgated thereunder applicable to Documents at the time they were filed or, if amended, as of the date of such Seller Reports (collectivelyamendment contained, or if filed after the “Securities Laws”)date hereof will contain, and did not contain any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. None The Company has made available to Parent a complete and correct copy of any material amendments or modifications which, to the Seller Subsidiaries is Company’s Knowledge, are required to file any formsbe filed with the SEC, reports or other documents but have not yet been filed with the SEC, with respect to (i) agreements which previously have been filed by the Company with the SEC pursuant to Sections 13 the Securities Act or 15 the Exchange Act and (ii) the Company SEC Documents filed prior to the date hereof. As of the Exchange Act. date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Documents. (b) The consolidated financial statements (as restated prior to the date hereof, if applicable, and including all related notes and schedules) of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply Company SEC Documents fairly present in all material respects with applicable accounting requirements and with the published rules and regulations consolidated financial position of the SEC with respect theretoCompany and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, have been prepared in accounting requirements and with the published rules and regulations case of the SEC unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein including the notes thereto) in conformity with respect theretoGAAP (except, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”the case of the unaudited statements, as permitted by the rules related to Quarterly Reports on Form 10-Q promulgated under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented therein).

SEC Documents. Seller Parent has made available to the Company a true and complete copy of the following Parent documents: (i) its annual report on Form 10-K for the fiscal year ended June 30, 1996; (ii) its quarterly report on Form 10-Q for the fiscal quarter ended September 30, 1996; (iii) its current reports on Form 8-K dated (i) August 19, 1996, as amended, and (ii) January 15, 1997; (iv) the proxy statement dated December 27, 1996; and (v) each report, schedule, registration statement and definitive proxy filed by Parent with the United States U.S. Securities and Exchange Commission (the “"SEC”") all formssince June 30, reports, schedules, statements 1996 and other documents required publicly available prior to be filed by it since March 20, 2000 the Effective Date (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”"PARENT SEC DOCUMENTS"), which are all of the documents (other than preliminary material) that Parent was required to file with the SEC since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Parent SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Parent SEC Documents, and did not contain none of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries Parent's subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange ActSEC. The consolidated financial statements of the Seller Parent and its subsidiaries included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply Parent SEC Documents complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) 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 Agreement and Plan of Merger - Page 24 statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal recurring adjustments, none of which will be material) the consolidated financial position of Parent and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Seller Parent and its consolidated subsidiaries as at the dates thereof or for the periods presented therein.

SEC Documents. Seller Eagle has made available to Buyer a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Eagle with the United States SEC (other than reports filed pursuant to Section 13(d) or 13(g) of the Securities and Exchange Commission Act of 1934, as amended (the “SEC”"Exchange Act") all forms, reports, schedules, statements and other documents since the date Eagle has been required to be filed by it since March 20, 2000 file such documents (as such documents have been amended since the time of their filing, collectivelyfiling been amended, the “Seller Reports”"Eagle SEC Documents"), which are all the documents (other than preliminary material and reports required pursuant to Section 13(d) or 13(g) of the Exchange Act) that Eagle was required to file with the SEC since such date. As of their respective dates orof filing with the SEC, if amendedthe Eagle SEC Documents, including any Eagle SEC Documents filed after the date hereof until the Closing, complied or will comply, as of the date of the last such amendmentcase may be, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Eagle SEC Documents, and did not not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of Eagle included and, to be included as the Seller included case may be, in the Seller Reports have been prepared fromEagle SEC Documents complied and will comply, and are in accordance withas the case may be, as to form, as of their respective dates of filing with the books and records of Seller and its consolidated subsidiariesSEC, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of Eagle and the consolidated Eagle Subsidiaries as of the dates thereof and the consolidated results of operations operations, changes in stockholders' equity and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or such companies for the periods presented thereinthen ended. All material agreements, contracts and other documents required to be filed as exhibits to any of the Eagle SEC Documents have been so filed or will be so filed prior to Closing.

SEC Documents. Seller The Company has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and other documents reports required to be filed by it since March 20under the Exchange Act, 2000 including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as the Company was required by law to file such documents have been amended since material) (the foregoing materials being collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement furnished by or on behalf of the Company, the Company's Registration Statement on Form S-3 (File No. 333-56601) declared effective by the Commission on August 13, 1998, and any press releases, copies of which are attached as Exhibit 2.1(k), issued by the Company subsequent to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, the "Disclosure Materials") on a timely basis, or has received a valid extension of such time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)thereunder, and did not contain none of the SEC Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, SEC Documents comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (involved, except as may be otherwise indicated in such financial statements or the notes thereto) , and fairly present in all material respects the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. Since the date of the financial statements included in the Company's last filed Annual Report on Form 10-K, there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the Disclosure Materials.

SEC Documents. Seller (i) The Company has filed with the United States Securities and Exchange Commission (the “SEC”) SEC all forms, reports, -------------- schedules, statements and other documents required to be filed with the SEC by it the Company since March 20January 1, 2000 (as such documents have been amended since the time of their filing, collectivelytogether with all information incorporated therein by reference, the “Seller Reports”"SEC Documents"). No subsidiary of ------------- the Company is required to file any form, report, schedule, statement or other document with the SEC. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the Exchange Act, as the -------------- case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents at the time they were filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required Except to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. the (ii) The financial statements (including the related notes) of the Seller Company included in the Seller Reports have been prepared fromSEC Documents comply as to form, and are in accordance withas of their respective dates of filing, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited ---- statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated 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 of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as set forth in the Filed SEC Documents or incurred in the ordinary course of business since the date of the most recent balance sheet included in the Filed SEC Documents, as of the date of this Agreement, the Company and its subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), required by GAAP to be set forth on a consolidated balance sheet or in the notes thereto. (iii) There are no agreements between the Company and Devon Energy Corporation, a Delaware corporation (as successor to Pennzoil Company, a Delaware corporation) (the "Former Parent"), except the agreements listed as ------------- exhibits to the Company's registration statement on Form S-4 filed with the SEC on August 14, 1998. There is no suit, claim, action, investigation or proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries or any of their respective assets by the Former Parent or any of its subsidiaries, or against or affecting the Former Parent or any of its subsidiaries or any of their respective assets by the Company or any of its subsidiaries, for indemnification under such agreements or otherwise. (f) Absence of Certain Changes or Events. Since December 31, 2001 and prior ------------------------------------- to the date of this Agreement, there has not been any state of facts, change, development, effect, condition or occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Since December 31, 2001, except as disclosed in the Filed SEC Documents, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course of business consistent with past practice and there has not been (i) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company's or any of its subsidiaries' capital stock or other equity or voting interests, except for dividends by a wholly owned subsidiary of the Company to its parent and except for the regular quarterly cash dividend with respect to the Company Common Stock in the amount of $0.025 per share in accordance with the Company's past dividend policy, (ii) any purchase, redemption or other acquisition of any shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries or any options, warrants, calls or rights to acquire such shares or other interests, (iii) prior to the date of this Agreement, any split, combination or reclassification of any of the Company's or any of its subsidiaries' capital stock or other equity or voting interests or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries, (iv) (x) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of any increase in compensation, bonus or other benefits or any such granting of any type of compensation or benefits to any current or former director, officer or employee not previously receiving or entitled to receive such type of compensation or benefit, except for increases of cash compensation in the ordinary course of business

SEC Documents. Seller (i) The Company has filed with made available to Parent, or the United States Securities Electronic Data Gathering, Analysis and Exchange Commission Retrieval (▇▇▇▇▇) database of the “SEC”) SEC contains in a publicly available format, complete and accurate copies of all forms, reports, schedules, forms, statements and other documents filed with or furnished to the SEC by the Company since October 1, 2003 (together with all information incorporated therein by reference, the "SEC Documents"). The Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by Law to be filed or furnished by it since March 20the Company. No Subsidiary is required to file or furnish any report, 2000 (as such documents have been amended since the time of their filingschedule, collectivelyform, statement or other document or make any other filing with, or furnish any other material to, the “Seller Reports”)SEC. As of their respective dates ordates, if amended, as each of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the Securities Act or requirements of the Exchange Act, the Securities Act of 1933, as the case may beamended, and the rules and regulations promulgated thereunder, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder ("SOX"), in each case, to the extent applicable to such SEC Document at the time of filing or furnishing, and none of the SEC promulgated thereunder applicable to such Seller Reports (collectively, Documents at the “Securities Laws”), and did not contain time it was filed or furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a "Filed SEC Document") has been revised or superseded by a later filed or furnished Filed SEC Document, none of the Seller Subsidiaries is SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to file any formsbe stated therein or necessary in order to make the statements therein, reports or other documents with the SEC pursuant to Sections 13 or 15 in light of the Exchange Actcircumstances under which they were made, not misleading. The Each of the financial statements (including the related notes) of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, SEC Documents complied at the books and records of Seller and its consolidated subsidiaries, comply time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto in effect at the time of filing, have been was prepared in accordance with generally accepted accounting requirements and with principles in effect from time to time in the published United States of America ("GAAP") (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with GAAP 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 of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except (x) as set forth or fully reserved against in the most recent financial statements included in the Filed SEC Documents (the "Baseline Financials"), or (y) as incurred since the date of the most recent balance sheet in the Baseline Financials in the ordinary course of business consistent with past practice, the Company and the Subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). (ii) The Company is, and has been, in compliance in all material respects with the provisions of SOX applicable to it on or prior to the date hereof and has implemented such reasonable programs and has taken the reasonable steps necessary to ensure the Company's future compliance (not later than the relevant statutory and regulatory deadlines therefore) in all material respects with all provisions of SOX which shall become applicable to the Company after the date hereof. (iii) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX as applicable with respect to the SEC Documents, and the statements contained in such certifications were true and accurate as of the date they were made. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in SOX. Neither the Company nor any of the Subsidiaries has outstanding, or has arranged any outstanding, "extension of credit" to directors or executive officers of the Company within the meaning of Section 402 of SOX. (iv) Neither the Company nor any of the Subsidiaries is a party to, or has any legally binding commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of the Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose or intended or known result or effect of such joint venture, partnership or Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Subsidiaries in the Company's or such Subsidiary's published financial statements or other SEC Documents. (v) The books, records and accounts of the Company, all of which have been made available to Parent upon Parent's request, are complete and correct in all material respects and represent actual, bona fide transactions and have been maintained in all material respects in accordance with customary and reasonable business practices and the requirements of the Exchange Act, the Securities Act, and to the extent in effect, SOX. (vi) The Company's "internal control over financial reporting" (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) is sufficient in all material respects to provide reasonable assurance (A) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (B) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (C) that receipts and expenditures of the Company are made only in accordance with the authorizations of management and directors of the Company, and (D) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. (vii) The Company's "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that (A) information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (B) all such information is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

SEC Documents. Seller CYRB has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, forms, statements and other documents as required by the SEC and CYRB has delivered or made available to be Proton Green all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectivelyreference therein, the “Seller ReportsCYRB SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, The CYRB SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)CYRB SEC Documents, and did not contain none of the CYRB SEC Documents (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Except to the Seller Subsidiaries is required to file any forms, reports extent revised or other documents superseded by a subsequent filing with the SEC pursuant (a copy of which has been provided to Sections 13 or 15 Proton Green prior to the date of this Agreement), none of the Exchange ActCYRB SEC Documents contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Seller CYRB included in such CYRB SEC Documents (the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, “CYRB Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”except, in the case of unaudited consolidated quarterly 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 the consolidated financial position of CYRB and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by CYRB’s independent accountants). Except as set forth in the CYRB SEC Documents, at the date of the most recent audited financial statements of CYRB included in the CYRB SEC Documents, neither CYRB nor any of its subsidiaries had, and since such date neither CYRB nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a CYRB Material Adverse Effect.

SEC Documents. Seller (a) The Company has furnished or filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, certifications, schedules, forms, statements and other documents (including amendments, exhibits and other information incorporated therein) required to be furnished or filed by it the Company with the SEC since March 20April 30, 2000 2017 (such documents, together with any documents furnished or filed with the SEC during such period by the Company, including those furnished or filed on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as such documents have been amended since the “Company SEC Documents”). (b) Each Company SEC Document (i) at the time filed or furnished (or in the case of their filingCompany SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, collectively, the “Seller Reports”). As as of their respective dates or, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included thereineffective dates), complied in all material respects with the Securities requirements of the Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports Company SEC Document and (collectively, the “Securities Laws”), and ii) did not at the time it was filed or furnished (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Each of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 consolidated financial statements (including all related notes and schedules) of the Exchange Act. The financial statements of the Seller Company included in or incorporated by reference into the Seller Reports have been prepared from, and are in accordance with, Company SEC Documents complied at the books and records of Seller and its consolidated subsidiaries, comply time it was filed as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with United States generally accepted accounting principles GAAP (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and the consolidated Company Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinshown in accordance with GAAP (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal year-end audit adjustments) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) As of the date hereof, there are no outstanding or unresolved comments received from the SEC with respect to the Company SEC Documents. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of any ongoing SEC review or investigation. (d) Since April 30, 2017, the Company has complied in all material respects with all current applicable Nasdaq listing and corporate governance rules and regulations. The Company is in compliance, in all material respects, with the applicable requirements of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. (f) Except for such items that are of the type to be set forth in the notes to the consolidated financial statements of the Company, the Company is not a party to any “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K of the SEC). (g) The “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. (h) The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies or material weaknesses in its internal controls and procedures over financial reporting and (ii) any written allegation of fraud that involves management of the Company or other employees of the Company or any Company Subsidiary who have a significant role in the Company’s internal controls over financial reporting or disclosure controls and procedures.

SEC Documents. Seller Infineon has made available to Ramtron or its counsel correct and complete copies of each report, schedule, registration statement and definitive proxy statement filed by Infineon or any of its subsidiaries with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and other documents required to be filed by it since SEC on or after March 2010, 2000 (as the "Infineon SEC Documents"), which are all the documents (other than preliminary material) that Infineon was required to file with the SEC on or after such documents have been amended since the time of their filing, collectively, the “Seller Reports”)date. As of their respective dates or, in the case of registration statements, their effective dates (or if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendmentfiling), the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the Securities Act or the Exchange Act, as the case may be, and the rules and regulations none of the Infineon SEC promulgated thereunder applicable to such Seller Reports Documents (collectively, the “Securities Laws”), including all exhibits and did not contain schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omit omitted to state a material fact with respect to required to 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 Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply Infineon SEC Documents complied when filed in all material respects with the applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and with the published rules and regulations of promulgated by the SEC with respect theretothereunder. Infineon has filed all documents and agreements which were required to be filed as exhibits to the Ramtron SEC Documents. Infineon has also made available to Ramtron or its counsel correct and complete copies of each report, have been prepared in accounting requirements schedule and registration statement filed by Infineon with the published rules and regulations of Frankfurt Stock Exchange, if not filed with the SEC SEC, on or after March 13, 2000, which are all the documents (other than preliminary material) that Infineon was required to file with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied the Frankfurt Stock Exchange on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinafter such date.

SEC Documents. Seller (a) The Company has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, required reports, schedules, forms, statements and other documents required to be filed by it the Company with the Securities and Exchange Commission (the "SEC") since March 20January 1, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”"SEC DOCUMENTS"). As of their respective dates ordates, if amended, as of (i) the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (including the rules and regulations of the SEC promulgated thereunder, the "SECURITIES ACT") or the Securities Exchange ActAct of 1934, as amended (including the rules and regulations of the SEC promulgated thereunder, the "EXCHANGE ACT"), as the case may be, and the rules and regulations (ii) none of the SEC promulgated thereunder applicable Documents, except to such Seller Reports the extent that information contained in any SEC Document has been revised or superseded by a later Filed SEC Document (collectively, the “Securities Laws”as defined in Section 3.5 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. When the Registration Statement (as defined in Section 7.1(a)(i) below), as such may be amended from time to time, is declared effective by the Commission, such Registration Statement will comply in all material respects with the requirements of the Securities Act and did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. . (b) The financial statements of the Seller Company (including, in each case, any related notes thereto) included in the Seller Reports have been prepared fromSEC Documents (including, and are in accordance withwithout limitation, the books and records of Seller and its audited consolidated subsidiariesfinancial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999) (i) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with United States U.S. generally accepted accounting principles (“"GAAP”") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations their operation and cash flows cashflows for the periods then ending in accordance with GAAP (subject, in the case of Seller the unaudited statements, to normal year end audit adjustments). Except as set forth in the Filed SEC Documents, neither the Company nor any of its subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries as at or in the dates thereof notes thereto, that would reasonably be expected to have, individually or for in the periods presented thereinaggregate, a Material Adverse Effect.