Common use of SEC Documents Clause in Contracts

SEC Documents. 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 SEC since January 1, 1995 and prior to the date of this Agreement (the "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, the 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 Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared 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 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 accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. The Company has made available to Parent WIC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1December 31, 1995 1997 and prior to or on the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary materialmaterials) that the Company was required to file with the SEC since such datebetween December 31, 1997 and the date of this Agreement. As of their respective dates, the 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 Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, 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 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 in all material respects and in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit normal, recurring adjustments, as permitted by Rule 10-01, and any other adjustments described thereinnone of which is material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. The Company Parent has made available to Parent the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company Parent with the SEC since January 1July 28, 1995 1999 and prior to the date of this Agreement (the "Company Parent SEC Documents"), which are all the documents (other than preliminary material) that the Company Parent was required to file with the SEC since such date. As of their respective dates, the Company Parent 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 Company Parent SEC Documents, and none of the Company Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Parent included in the Company Parent SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") 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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit normal, recurring adjustments, as permitted by Rule 10-01, and any other adjustments described thereinnone of which will be material) the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company Parent and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. 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 SEC since January 1, 1995 and prior to the date of this Agreement (the "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, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 Company SEC Documents, and none of the Company SEC Documents contained contained, as of their respective dates, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared 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 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 accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit normal, recurring adjustments, as permitted by Rule 10-01which will not be material, and any other adjustments described thereineither individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. 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 SEC since January 1December 31, 1995 1996 and prior to the date of this Agreement (the "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, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared 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 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 accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit normal, recurring adjustments, as permitted by Rule 10-01, and any other adjustments described thereinnone of which are material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. The Company (i) Evergreen has made available to Parent a true filed all required reports, ------------- schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and prior other documents are hereinafter referred to the date of this Agreement (as the "Company SEC Documents"), which are all the documents ; (other than preliminary materialii) that the Company was required to file with the SEC since such date. As as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ; and (iii) the consolidated financial statements of the Company Evergreen included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("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 SECX) and fairly present present, in accordance with applicable requirements all material respects, the consolidated financial position of GAAP Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein).

SEC Documents. 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 SEC since January 1, 1995 and prior to the date of this Agreement (the "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, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except as disclosed on Schedule 4.1(d), the financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared 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 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 accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit normal, recurring adjustments, as permitted by Rule 10-01which will not be material, and any other adjustments described thereineither individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. (a) The Company has made available filed all forms, reports and documents required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company it with the SEC Securities and Exchange Commission (the "SEC") since January 1, 1995 and prior to the date of this Agreement 1999 (collectively, the "Company SEC DocumentsReports"), 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, the Company SEC Documents Reports filed prior to the date hereof (i) complied as to form 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 Company SEC Documents, and none of the Company SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements representation in clause (ii) of the preceding sentence shall not apply to any misstatement or omission in any Company Report filed prior to the date of this Agreement which was superseded by a subsequent Company Report filed prior to the date of this Agreement. (b) Each of the consolidated balance sheets of Company included in or incorporated by reference into the Company SEC Documents complied as to form Reports (including the related notes and schedules) fairly presents in all material respects with the published rules and regulations consolidated financial position of the SEC with respect theretoCompany as of the date of such, were prepared and each of the consolidated statements of income, retained earnings and cash flows of Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of the Company 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 ("GAAP") consistently applied on a consistent basis during the periods involved (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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented noted therein.

SEC Documents. The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since January 1December 31, 1995 (such documents, together with all exhibits and prior schedules thereto and documents incorporated by reference therein, collectively referred to the date of this Agreement (herein as the "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, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("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 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 accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein).

SEC Documents. The Company has made available to Parent a true and complete copy of each registration statement, report, schedule, registration statement and definitive proxy statement or information statement (other than preliminary materials) filed by the Company with the SEC Securities and Exchange Commission ("SEC") since January 1, 1995 2000, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date of this Agreement hereof (collectively, the "Company SEC DocumentsReports"), which are all the documents (other than preliminary material) that and the Company was has filed all forms, reports and documents required to file be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such datetime. As of their respective dates, the Company SEC Documents complied Reports (i) were prepared in all material respects accordance 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 thereunder and complied with the SEC promulgated thereunder then applicable to such Company SEC Documents, accounting requirements and none of the Company SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents complied as to form in all material respects with Reports (including the published rules related notes and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP"schedules) 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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) presents the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates its date and each of the consolidated statements of earnings, cash flows and stockholders' equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents the results of operations and the consolidated operations, cash flows or changes in stockholders' equity, as the case may be, of the Company and its consolidated Subsidiaries for the periods presented set forth therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein.

SEC Documents. The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since January 1, 1995 1998 (such documents, together with all exhibits and prior schedules thereto and documents incorporated by reference therein, collectively referred to the date of this Agreement (herein as the "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, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("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 or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein).

SEC Documents. The Company Parent has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since January 1, 1995 and prior to the date of this Agreement 1994 (the "Company Parent 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, the Company Parent 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 Company Parent SEC Documents, and none of the Company Parent SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Parent included in the Company Parent SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("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 or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein).

SEC Documents. The Company has made available to Parent a true and complete copy of filed each report, schedule, registration statement and definitive proxy statement required to be filed by the Company Company, with the SEC since January 1, 1995 and prior to the date of this Agreement Commission (the "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 datesits filing date (and, with respect to any registration statement, the date on which it was declared effective), each Company SEC Documents complied Document was in compliance, in all material respects respects, with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act, as the case may be, its form and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained any no untrue statement of a material fact or omitted to state and did not omit any statement of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied complied, at the time of filing with the Commission (and, with respect to any registration statement, at the time it was declared effective), as to form form, in all material respects respects, with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orand fairly present, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP all material respects (subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments), as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended. Since December 31, 2002, there have been no changes in the Company's method of accounting for tax purposes or any other purpose. The consolidated cash flows financial statements of the Company and its consolidated Subsidiaries as of December 31, 2002, included in the Company SEC Documents disclose all liabilities of the Company and its consolidated Subsidiaries required to be disclosed therein and contain adequate reserves for the periods presented thereintaxes and all other material accrued liabilities.

SEC Documents. The Common Stock of the Company is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has made available filed all reports, schedules, forms, statements and other documents required to Parent a true be filed by it with the Securities and complete copy Exchange Commission (the "SEC") pursuant to the reporting requirements of each reportthe Exchange Act, scheduleincluding material filed pursuant to Section 13(a) or 15(d), in addition to one or more registration statement statements and definitive proxy statement amendments thereto heretofore filed by the Company with the SEC since January 1(all of the foregoing, 1995 and prior including filings incorporated by reference therein, being referred to the date of this Agreement (herein as the "Company SEC Documents"). The Company has delivered or made available to the Investors (including via EDGAR) true and complete copies of all SEC Documents (including, which are all the documents (other than preliminary materialwith▇▇▇ ▇imitation, proxy information and solicitation materials and registration statements) that the Company was required to file filed with the SEC since such dateApril 14, 1998. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may beapplicable, and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto, were prepared 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 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 accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. The Company has made available to Parent a true and complete copy of each material report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 1995 1992 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the material documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the 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 Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared 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 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 case of the unaudited statements, to year-end audit normal, recurring adjustments, as permitted by Rule 10-01, and any other adjustments described thereinnone of which will be material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. The Company Park has made available furnished to Parent a true First-Knox ▇ ▇rue and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company Park with the SEC since January 1December 31, 1995 and prior to 1994 (as such documents have since the date time of this Agreement (their filing been amended, the "Company Park SEC Documents"), which are all the documents (other than preliminary material) that the Company Park was required to file with the SEC since such date. As of their respective datesdates of filing with the SEC, the Company Park 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 Company Park SEC Documents, and none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Park included in the Company Park SEC Documents complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("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 Form 10-01 of Regulation S-X Q of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) all material respects the consolidated financial position of the Company Park and its consolidated Subsidiaries as of their respective at the dates thereof and the consolidated results of operations operations, changes in stockholders' equity and the consolidated cash flows of the Company and its consolidated Subsidiaries 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 Park SEC Documents have been so filed.

SEC Documents. (a) The Company has made available filed all reports, schedules, forms, statements and other documents required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company with the SEC since January May 1, 1995 2001 pursuant to Sections 13(a) and prior to 15(d) of the date of this Agreement Exchange Act (the "Company SEC Documents"), which are all the documents . (other than preliminary materialb) that the Company was required to file with the SEC since such date. As of their its respective datesdate, except to the extent that information contained in any Company SEC Documents Document has been revised or superseded by a later filed Company SEC Document, (i) each Company SEC Document complied in all material respects with the requirements of the Securities Exchange 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 Company SEC DocumentsDocument, and (ii) none of the Company SEC Documents contained contains any untrue statement of a material fact or omitted omits 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. The misleading and (iii) the consolidated financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("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 or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinshown (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents. The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement other documents (including exhibits and definitive proxy statement filed by the Company all other information incorporated therein) with the SEC Securities and Exchange Commission (the "SEC") since January 1, 1995 and 2001 (any such document being filed prior to the date of this Agreement hereof) (the "Company SEC Documents"), which are all . Except to the documents extent that information contained in any Company SEC Documents has been revised or superseded by a subsequently filed Company SEC Document (other than preliminary materialany such document being filed prior to the date hereof): (i) that the Company was required to file with the SEC since such date. As as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 1933, as amended (the "Act") or the Securities Exchange Act of 1934, as amended (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 Company SEC Documents, and none of the Company SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (ii) none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ; and (iii) the financial statements of the Company included in the Company SEC Documents complied comply as to form form, as of their respective dates of filing with the SEC, in all material respects with the applicable accounting requirements and published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments).

SEC Documents. The Company has provided or made available to Parent a true and complete copy of each reportthe Purchaser the Company's Annual Report on Form 10-K for the year ended December 31, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 1995 and prior to the date of this Agreement 1998 (the "Company 10-K"), Amendment No. 1 to the 10-K on Form 10-K/A, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, the Company's Current Report on Form 8-K dated May 5, 1999, and the Company's proxy statement with respect to its Annual Meeting of Shareholders for 1999 (such documents collectively referred to herein as the "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, (i) the 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 Commission promulgated thereunder applicable to such Company SEC Documents, and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were prepared 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 or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows for the periods then ended. Since March 31, 1999, other than as discussed in the SEC Documents, there has been no material adverse change in the business of the Company and its consolidated Subsidiaries for the periods presented thereinsubsidiaries, taken as a whole.

SEC Documents. The Company (a) VMware has made available to Parent a true timely filed or furnished all reports, schedules, forms, statements and complete copy of each report, schedule, registration statement other documents (including exhibits and definitive proxy statement filed by the Company other information incorporated therein) with the SEC required to be filed or furnished by VMware under the Exchange Act since January 1, 1995 and prior 2018 (such documents, together with any documents filed or furnished since January 1, 2018 by VMware to the date of this Agreement (SEC on a voluntary basis on Current Reports on Form 8-K, the "Company “VMware SEC Documents"”). Each of the VMware SEC Documents, which are all as of the documents (other than preliminary material) that time of its filing or, if applicable, as of the Company was required to file with the SEC since such date. As time of their respective datesits most recent amendment, the Company SEC Documents complied in all material respects with with, to the extent in effect at such time, the requirements of the Securities Act of 1933 (the "Securities Act"), or and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder Act applicable to such Company VMware SEC DocumentsDocument, and none of the Company VMware SEC Documents when filed or, if amended, as of the date of such most recent amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the consolidated financial statements (including the related notes) of the Company VMware included in the Company VMware SEC Documents complied as to form (or incorporated therein by reference) were prepared in all material respects in accordance with GAAP (except, in the published case of unaudited financial statements, as permitted by the rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP"SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present presented in accordance with applicable requirements all material respects the consolidated financial position of GAAP VMware and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments, as permitted by Rule 10-01, adjustments and to any other adjustments described therein) , including the notes thereto). Except as disclosed, reflected or reserved against in the consolidated financial position balance sheet of the Company VMware and its consolidated Subsidiaries as of their respective dates January 29, 2021, neither VMware nor any of its Subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet (or the notes thereto) of VMware and its Subsidiaries as of January 29, 2021, nor, to the consolidated results knowledge of operations and VMware, does any basis exist therefor, other than (A) liabilities or obligations incurred since January 29, 2021 in the consolidated cash flows ordinary course of business consistent with past practice, (B) liabilities or obligations incurred pursuant to Contracts entered into after the date hereof not in violation of this Agreement, (C) liabilities or obligations incurred in connection with this Agreement or any of the Company transactions contemplated hereby or (D) liabilities or obligations that, individually or in the aggregate, have not had and its consolidated Subsidiaries would not reasonably be expected to have a VMware Material Adverse Effect. (b) None of the information supplied or to be supplied by VMware or any member of the VMware Group for inclusion or incorporation by reference in any document contemplated under Section 3.2(a) or Section 3.2(b) will, (i) at the periods presented time any such document is filed with the SEC, and, if applicable, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, or (ii) at the date any such document is first mailed to the holders of Dell Common Stock, as applicable, 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 are made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by VMware with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Dell or any member of the Dell Group for inclusion or incorporation by reference in any such document.

SEC Documents. The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since January 1relating to periods commencing on or after June 30, 1995 1998 (such reports, schedules, forms, statements and prior other documents being hereinafter referred to the date of this Agreement (as the "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, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with U.S. generally accepted accounting principles ("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 otherwise 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 SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Company has made available to Parent the Investor a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 1995 1996 and prior to the date of this Agreement (the "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, (a) the 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 Company SEC Documents, and (b) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared 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 or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and present fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit normal, recurring adjustments, as permitted by Rule 10-01, and any other adjustments described thereinnone of which are material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. 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 SEC since Since January 1, 1995 2000, Holdings has filed all reports, schedules, forms, statements and prior other documents required to be filed by it with the date of this Agreement Securities and Exchange Commission (the "Company SEC Documents"), which are all . All of the documents SEC Documents (other than preliminary material) that the Company material or material which was required to file with the SEC since such date. As subsequently amended), as of their respective filing dates, the Company SEC Documents complied with, in all material respects respects, with the all applicable requirements of the Securities Act and the Securities and Exchange Act of 1933 1934, as amended (the "Securities Exchange Act")) and, or the Exchange Actin each case, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company the SEC Documents, and none . None of the Company SEC Documents at the time of filing and effectiveness contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been amended, modified or superseded by later SEC Documents. The consolidated financial statements of the Company Holdings included in the Company SEC Documents complied with as to form form, in all material respects respects, with applicable accounting requirements and the published rules and regulations of the SEC Securities and Exchange Commission with respect thereto, were have been prepared in accordance with generally accepted accounting principles Generally Accepted Accounting Principles ("GAAP"GAAP")(except, in the case of unaudited statements, as permitted by Form 10-Q promulgated under the Exchange Act or as otherwise noted in such statements) 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 SECthereto) and fairly present presented, in accordance with the applicable requirements of GAAP (subjectGAAP, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries Holdings as of their respective the dates thereof and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject in the case of unaudited statements, to normal and recurring year-end audit adjustments which were not or are not expected to be material in amount).

SEC Documents. The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since relating to periods commencing on or after January 1, 1995 1998 (such reports, schedules, forms, statements and prior other documents being hereinafter referred to the date of this Agreement (as the "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, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with U.S. generally accepted accounting principles ("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 otherwise 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 SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). No Subsidiary is required to file any form, report or other document with the SEC.

SEC Documents. The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since January 1September 30, 1995 1994 (such documents, together with all exhibits and prior schedules thereto and documents incorporated by reference therein, collectively referred to the date of this Agreement (herein as the "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, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("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 or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein).

SEC Documents. The Company has made available filed with the SEC all forms, reports, schedules, statements and other documents required to Parent a true and complete copy be filed with the SEC by the Company since January 1, 2000 (together with all information incorporated therein by reference, the "SEC Documents"). Except as set forth in Section 3.01(e) of each the Company Disclosure Schedule, no subsidiary of the Company is required to file any form, report, schedule, registration statement and definitive proxy statement filed by the Company or other document with the SEC since January 1, 1995 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such dateSEC. As of their respective dates, the 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 Company SEC Documents, and none of the Company 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 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 be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of (including the Company related notes) included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in 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 or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal, recurring year-end audit adjustments).

SEC Documents. The Company Coinstar (and each of its predecessors, if any) has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC Securities and Exchange Commission (“SEC”) since January 1, 1995 2004 (such documents, together with all exhibits and prior schedules thereto and documents incorporated by reference therein collectively referred to herein as the date of this Agreement (the "Company “Coinstar 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, the Company Coinstar SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Securities Exchange ActAct of 1934, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Coinstar SEC Documents, and none of the Company Coinstar SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Coinstar included in the Company Coinstar SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") 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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company Coinstar and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended.

SEC Documents. The Company has made available filed with the SEC all forms, reports, schedules, statements and other documents required to Parent a true and complete copy be filed with the SEC by the Company since January 1, 2000 (together with all information incorporated therein by reference, the “SEC Documents”). Except as set forth in Section 3.01(e) of each the Company Disclosure Schedule, no subsidiary of the Company is required to file any form, report, schedule, registration statement and definitive proxy statement filed by the Company or other document with the SEC since January 1, 1995 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such dateSEC. As of their respective dates, the 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 Company SEC Documents, and none of the Company 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 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 be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of (including the Company related notes) included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in 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 or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal, recurring year-end audit adjustments).

SEC Documents. The Company has made available to Parent a true (a) ▇▇▇▇▇▇ and complete copy of each report, schedule, registration statement and definitive proxy statement its Subsidiaries have filed by the Company with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by them since January 1, 1995 2016 pursuant to Sections 13(a), 14(a) and prior 15(d) of the Exchange Act, and have made available to NAM (including by reference to the date of this Agreement (the "Company SEC Documents")SEC’s website at ▇▇▇.▇▇▇.▇▇▇) each registration statement, which are all the documents report, proxy statement or information statement (other than preliminary materialmaterials) that they have so filed, each in the Company was required to file form (including exhibits and any amendments thereto) filed with the SEC since such date(collectively, the “▇▇▇▇▇▇ Reports”). As of their its respective datesdate, the Company SEC Documents each ▇▇▇▇▇▇ Report (i) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not, as of the SEC promulgated thereunder applicable to such Company SEC Documentsdate, and none of the Company SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any ▇▇▇▇▇▇ Report that have been modified by an amendment to such report filed with the SEC prior to the date hereof. The financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents ▇▇▇▇▇▇ Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto and fairly presents in all material respects the consolidated financial position of ▇▇▇▇▇▇ and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date, were prepared and each of the consolidated statements of operations, cash flows and changes in accordance stockholders’ equity included in or incorporated by reference into the ▇▇▇▇▇▇ Reports (including any related notes and schedules) complied as to form in all material respects with generally accepted the applicable accounting principles requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of ▇▇▇▇▇▇ and its Subsidiaries ("GAAP"or such entities as indicated in such balance sheet) applied on a consistent basis during for 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 in accordance with applicable requirements of GAAP set forth therein (subject, in the case of the unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q promulgated by the SEC and (y) normal, recurring year-end audit adjustmentsadjustments which are not material in the aggregate), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as permitted may be noted therein. (b) Except as and to the extent set forth on the consolidated balance sheet of ▇▇▇▇▇▇ 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 related notes thereto, neither ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ or in the notes thereto prepared in accordance with GAAP consistently applied, other than liabilities or obligations which, individually or in the aggregate, have not had and are not reasonably likely to have a ▇▇▇▇▇▇ Material Adverse Effect. (c) Since January 1, 2016, the Chief Executive Officer and Chief Financial Officer of ▇▇▇▇▇▇ have made all certifications (without qualification or exceptions to the matters certified) required by Rule 10the ▇▇▇▇▇▇▇▇-01▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the statements contained in any such certifications are complete and correct; neither ▇▇▇▇▇▇ nor its officers have received notice from any Governmental Authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. ▇▇▇▇▇▇ maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are effective to ensure that all material information concerning ▇▇▇▇▇▇ and its Subsidiaries is made known on a timely basis to the individuals responsible for preparing the ▇▇▇▇▇▇ Reports and other adjustments described therein) the consolidated financial position public disclosure. Since January 1, 2016, subject to any applicable grace periods, ▇▇▇▇▇▇ has been and is in substantial compliance with all applicable effective provisions of the Company ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations of the OTCQX. As of the date hereof, ▇▇▇▇▇▇ has no knowledge of any material weaknesses in the design or operation of its internal controls over financial reporting. (d) ▇▇▇▇▇▇ and its consolidated Subsidiaries as of maintain accurate books and records reflecting in all material respects their respective dates assets and liabilities and maintain proper and adequate internal accounting controls. (e) Neither ▇▇▇▇▇▇ nor its Subsidiaries has, since January 1, 2016, extended or maintained credit, arranged for the consolidated results extension of operations and credit, or renewed an extension of credit, in the consolidated cash flows form of a personal loan to or for any director or executive officer (or equivalent thereof) of ▇▇▇▇▇▇. No loan or extension of credit is maintained by ▇▇▇▇▇▇ or its Subsidiaries to which the second sentence of Section 13(k)(1) of the Company and its consolidated Subsidiaries for the periods presented thereinExchange Act applies.

SEC Documents. (a) The Company has made available to Parent the Investors a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1June 30, 1995 and prior to the date of this Agreement 2004 (the "“Company SEC Documents")”) including the Company’s Annual Report on Form 10-KSB for the year ended June 30, 2007, which are all the documents (other than preliminary materialmaterials) that the Company was required to file with the SEC since such dateJune 30, 2004. As of their respective dates, the 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 Company SEC Documents, and none of the Company SEC Documents contained as of their respective dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The financial statements of the Company included in the Company SEC Documents Documents, including the notes and schedules thereto, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, 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 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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereintherein in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) applied on a consistent basis during the periods presented.

SEC Documents. (a) The Company has made available to Parent Purchasers a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1December 31, 1995 and prior to the date of this Agreement 1999 (the "Company SEC Documents"), which are all the documents (other than preliminary materialmaterials) that the Company was required to file with the SEC since such dateDecember 31, 1999. As of their respective dates, the 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 Company SEC Documents, and none of the Company SEC Documents contained as of their respective dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The financial statements of the Company included in the Company SEC Documents Documents, including the notes and schedules thereto, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, 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 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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereintherein in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments) applied on a consistent basis during the periods presented.

SEC Documents. The (a) Since July 1, 1993, 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 all documents with the SEC since January 1required to be filed under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder the "Securities Act"), or the Exchange Act (such documents filed with the SEC on or before September 8, 1995 and prior to the date of this Agreement (being the "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, (i) the 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 Company SEC Documents, and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has delivered to Parent its draft Annual Report on Form 10-K for the fiscal year ended June 30, 1995 (the "1995 Draft 10-K") including audited consolidated balance sheets and statements of income, changes in stockholders' equity, and cash flow and notes thereto as of and for the fiscal year ended June 30, 1995 (the "1995 Financial Statements"). The financial statements of the Company included in the Company SEC Documents complied and the 1995 Financial Statements comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective at the dates thereof and the consolidated results of their operations and changes in financial position for the consolidated cash flows periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The Form 10-K of the Company as of and its consolidated Subsidiaries for the periods presented therein.fiscal year ended June 30, 1995 to be filed by the Company with the SEC will not differ in any material respect from the 1995 Draft 10-K.

SEC Documents. The Company has made available to Parent Purchaser a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1December 31, 1995 and prior to or on the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary materialmaterials) that the Company was required to file with the SEC since such datebetween December 31, 1995 and the date of this Agreement. As of their respective dates, the 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 Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared 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 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 accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit normal, recurring adjustments, as permitted by Rule 10-01, and any other adjustments described thereinnone of which are material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated 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 or was at any time prior to the date hereof but after December 31, 1996 an Affiliate of the Company that are required to be disclosed in the Company SEC Documents.

SEC Documents. 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 SEC since January 1, 1995 and prior to the date of this Agreement (the "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, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared 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 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 accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. The Company has made available furnished the SEC Documents to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company Investor with the Investment Summary. The Company has filed all of its SEC since January 1, 1995 and prior to Filings for the two year period preceding the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such datehereof. As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents Filings complied in all material respects with the requirements of the Securities Act Exchange Act. The SEC Filings as of 1933 (the "Securities Act")their respective dates, or the Exchange Actsuch later date on which such reports were amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained when issued did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied Filings 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. Except as may be indicated in the notes to the financial statements included in the SEC Filings or, were in the case of unaudited statements, as permitted by Form 10-Q of the SEC, such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently 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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective any subsidiaries at the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal, recurring adjustments). The shares of Common Stock are currently listed on the Nasdaq Global Market. The Company has not received notice (written or oral) from Nasdaq to the effect that the Company is not in compliance with the continued listing and maintenance requirements of such Trading Market.

SEC Documents. The Company has made available to Parent the Purchasers a true and complete copy of each annual, quarterly and other report, schedule, registration statement (without exhibits) and definitive proxy statement filed by the Company with the SEC Securities and Exchange Commission (the "SEC") since January 1, 1995 and prior to the date of this Agreement 2003 (the "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 filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), or the Exchange Act, as the case may beapplicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Company SEC Document. The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited financial statements, as permitted by Rule under Form 10-01 of Regulation S-X of Q under the SECExchange Act) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) presented the consolidated financial position of the Company and its consolidated Subsidiaries as of their the respective dates thereof and the consolidated results of the Company's operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinindicated (subject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments).

SEC Documents. 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 SEC all reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since January 1February 27, 1995 (collectively, and prior to the date of this Agreement (in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "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, the 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 Company SEC Documents, and none of the Company SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company all SEC Documents complied filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with 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 or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements generally accepted accounting principles the consolidated financial position of GAAP Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein).

SEC Documents. (i) The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since January 1(such reports, 1995 schedules, forms, statements and prior other documents are hereinafter referred to the date of this Agreement (as the "Company SEC Documents"), which are all the documents ) or has filed adequate extensions therefor; (other than preliminary materialii) that the Company was required to file with the SEC since such date. As as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ; and (iii) the consolidated financial statements of the Company included in the Company SEC Documents complied as to form in all material respects comply with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") 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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Company (a) Purchaser has made available filed all reports, schedules, forms, statements and other documents required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company Purchaser with the SEC since January May 1, 1995 2001 pursuant to Sections 13(a) and prior to 15(d) of the date of this Agreement Exchange Act (the "Company Purchaser SEC Documents"), which are all the documents . (other than preliminary materialb) that the Company was required to file with the SEC since such date. As of their its respective datesdate, except to the Company extent that information contained in any Purchaser SEC Documents Document has been revised or superseded by a later filed Purchaser SEC Document, (i) each Purchaser SEC Document complied in all material respects with the requirements of the Securities Exchange 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 Company Purchaser SEC DocumentsDocument, and (ii) none of the Company Purchaser SEC Documents contained contains any untrue statement of a material fact or omitted omits 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. The misleading and (iii) the consolidated financial statements of the Company Purchaser included in the Company Purchaser SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles 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 or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP Purchaser and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of the unaudited statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein).

SEC Documents. The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since January 1, 1995 1996 (such documents, together with all exhibits and prior schedules thereto and documents incorporated by reference therein, collectively referred to the date of this Agreement (herein as the "Company SEC Documents"), which are all the documents (other than preliminary material) that . No subsidiary of the Company was is required to file any reports, schedules, forms, statements or other documents with the SEC since such dateSEC. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 Company SEC Documents, and none of the Company such SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("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 or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein).

SEC Documents. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by the Company with the SEC since January 1, 1995 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the Securities and Exchange Commission (the "SEC") under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1998 (collectively, the "SEC since such dateDocuments"). As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933 1933, as amended (the "Securities 1933 Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company applicable. No SEC Documents as of their respective dates, or such later date on which such reports were amended, or press release, containing information material to the business as a whole, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents (the "Financial Statements"), when filed, 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. Except as may be indicated in the notes to the Financial Statements or, were in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently 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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective any subsidiaries at the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal, recurring adjustments).

SEC Documents. (i) The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and prior other documents, including the exhibits thereto and documents incorporated therein by reference, are hereinafter referred to the date of this Agreement (as the "Company SEC Documents"), which are all the documents ; (other than preliminary materialii) that the Company was required to file with the SEC since such date. As as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the G:\LEGAL\AGREEMNT\MERGER\PIONEER.4TH 8 Securities Act of 1933 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 Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ; and (iii) the consolidated financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("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 SECX) and fairly present in accordance with applicable requirements of GAAP (subjectpresent, in the case of the unaudited statementsall material respects, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by the Company with the SEC since January 1, 1995 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the Securities and Exchange Commission (the "SEC") under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1996 (collectively, the "SEC since such dateDocuments"). As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933 1933, as amended (the "Securities 1933 Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company applicable. No SEC Documents as of their respective dates, or such later date on which such reports were amended, or press release, containing information material to the business as a whole, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied (the "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. Except as may be indicated in the notes to the Financial Statements or, were in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently 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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective any subsidiaries at the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal, recurring adjustments).

SEC Documents. The Company Buyer has made available to Parent Seller a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company Buyer with the SEC since January 1, 1995 Securities and prior to the date of this Agreement Exchange Commission (the "Company Commission") since the beginning of its last full fiscal year (the "SEC Documents"), which are all the documents (other than preliminary materialmaterials) that the Company Buyer was required to file with the SEC Commission since such date. As of their respective dates, to Buyer's knowledge, the Company SEC Documents complied in all material respects with the requirements of the Act, the Securities Exchange Act of 1933 (the "Securities Act"), or the Exchange Act1934, as the case may beamended, and the rules and regulations of the Commission thereunder. Except to the extent information contained in any SEC promulgated thereunder applicable Document has been revised or superseded by a later filed SEC Document, to such Company SEC DocumentsBuyer's knowledge, and none of the Company SEC Documents contained currently contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The To Buyer's knowledge, the financial statements of the Company Buyer included in the Company SEC Documents complied comply as to form in all material respects with the published rules and regulations of the SEC Commission with respect thereto, were prepared 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 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 accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end normal, recurring audit adjustments, as permitted by Rule 10-01, and any other adjustments described thereinwhich are not materially adverse) the consolidated financial position of the Company and its consolidated Subsidiaries Buyer as of their respective the dates thereof and the consolidated results result of operations their oprations and the consolidated cash flows of the Company and its consolidated Subsidiaries changes in financial position for the periods presented thereinthen ended.

SEC Documents. The Company has made available furnished to Parent a true each Investor: the ------------- Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996 and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 1995 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file file, which it represents and warrants it did timely file, with the SEC under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), since such dateMarch ------------ 31, 1996 (collectively, the "SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933 (the "Securities Act"), or the Exchange 1933 Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company applicable. The SEC Documents contained as of their respective dates, or such later date on which such reports were amended, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied ("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. Except as may be indicated in the notes to the Financial Statements or, were in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently 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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective any subsidiaries at the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal, recurring adjustments).

SEC Documents. The Company Purchaser has made available to Parent Seller a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company CB&I with the SEC since January 1, 1995 1998 and prior to the date of this Agreement (the "Company SEC Documents"), ) which are all the documents (other than preliminary material) that the Company was CB&I has been required to file with the SEC since such date. As of their respective dates, the 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 Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included CB&I contained in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, 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 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 in accordance with applicable requirements of GAAP United States generally accepted accounting principles (subject, in the case of the unaudited statements, to year-end audit normal, recurring adjustments, as permitted by Rule 10-01, and any other adjustments described thereinnone of which will be material) the consolidated financial position of the Company CB&I and its consolidated Subsidiaries subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company CB&I and its consolidated Subsidiaries subsidiaries for the periods presented therein, respectively.

SEC Documents. 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 SEC since January 1, 1995 and prior to the date of this Agreement (the "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, each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Company SEC Documents Exchange Act) of Guidant prepared by it since its initial public offering (including, without limitation, the Registration Statement on Form S-1 with respect to its initial offering), in the form (including exhibits and any amendments thereto) filed with the SEC, (collectively, the "Guidant Reports") (i) complied as to form 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 Company SEC Documents, and none of the Company SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Each of the consolidated balance sheets included in or incorporated by reference into the Guidant Reports (including the related notes and schedules) fairly presents the consolidated financial position of Guidant as of its date, and each of the consolidated statements of the Company income, retained earnings and cash flows included in or incorporated by reference into the Company SEC Documents complied Guidant Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Guidant for the periods set forth therein (subject, in the case of unaudited statements, to form normal year-end audit adjustments which would not be material in all material respects with the published rules and regulations of the SEC with respect theretoamount or effect), were prepared in each case in accordance with 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 or, in the case noted therein. Guidant has no liabilities or obligations of the unaudited 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 year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.14

SEC Documents. The Company has made available filed with the Securities and Exchange ------------- Commission (the "Commission") all financial statements, reports, schedules, forms, statements and other documents required by the Securities Act, and Securities Exchange Act of 1934, as amended, (the "EXCHANGE ACT") to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company with the SEC since January 1(collectively, 1995 and prior to the date of this Agreement (in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC DOCUMENTS"). The Company has delivered or made available to Investor all 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 filing dates, (or if amended, revised or superseded by a subsequent filing with the Company Commission, then as of the date of such subsequent filing), the 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 none of the SEC promulgated thereunder applicable to Documents (including any and all financial statements included or incorporated by reference therein) as of such Company SEC Documents, and none of the Company SEC Documents dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The consolidated financial statements of the Company and its Subsidiaries included in the Company all SEC Documents complied Documents, including any amendments thereto, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were prepared 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 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 accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. The Company (i) ▇▇▇▇▇▇▇ has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since January 1, 1995 and prior to the date of this Agreement 1998 (the "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, the 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 Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company ▇▇▇▇▇▇▇ included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with accounting principles generally accepted accounting principles in the United States ("US 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 or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP ▇▇▇▇▇▇▇ and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (ii) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries ▇▇▇▇▇▇▇ is eligible to use Form S-3 for the periods presented thereinfiling of a registration statement with the SEC under the Securities Act.

SEC Documents. The Company has made available to furnished Parent and Acquisition Sub with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January February 1, 1995 and prior to the date of this Agreement 1994 (the "Company SEC DocumentsDOCUMENTS"), which are all the documents (other than preliminary materialmaterials) that the Company was required to file with the SEC since such that date. As The SEC Documents, as of their respective dates, the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 1933 1934, as amended (the "Securities ActEXCHANGE ACT"), or the Exchange Act, as the case may be, ) and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("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, for the absence of notes thereto or as permitted by Rule Form 10-01 of Regulation S-X QSB of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end normal, recurring audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.then ended. The Company has not received any management letters or draft

SEC Documents. The Company (a) Since April 1, 2010, the Purchaser has made available filed with, or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, forms, statements, schedules, certifications and other documents required to Parent a true and complete copy of each reportbe filed with or furnished to, scheduleas applicable, registration statement and definitive proxy statement filed the SEC by the Company Purchaser (together with all exhibits and schedules thereto and all information incorporated therein by reference, collectively, the SEC since January 1, 1995 and prior to the date of this Agreement (the "Company “Purchaser 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, or if amended, as of the Company date of the last such amendment, the Purchaser SEC Documents (i) complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act1933, as amended, the case may beSecurities Exchange Act of 1934, as amended, and the rules and regulations ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (to the SEC promulgated thereunder applicable to such Company SEC Documentsextent then applicable), and none of the Company SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The misleading in any material respect. (b) Each of the consolidated financial statements of the Company included Purchaser (including, in each case, any related notes thereto) contained in the Company Purchaser SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were (i) was prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during throughout the periods involved and (except as may be indicated ii) fairly presented in the notes thereto or, in the case of the unaudited statementsall material respects, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subjectapplicable, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company Purchaser and its consolidated Subsidiaries as of their the respective dates thereof and the consolidated results of the Purchaser’s and its Subsidiaries’ operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinindicated (except, in the case of each of sub-clauses (i) and (ii), that the Purchaser’s unaudited interim financial statements were subject to normal year-end and quarter-end adjustments, which were not material).

SEC Documents. The Company (a) Buyer has made available filed all reports, schedules, forms, statements and other documents required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company it with the SEC since January 1, 1995 Securities and prior to the date of this Agreement Exchange Commission (the "Company SEC Documents"“SEC”), which are all pursuant to Sections 13(a), 14(a) and 15(d) of the documents Securities Exchange Act of 1934 (other than preliminary materialthe “SEC Reports”); (b) that the Company was required to file with the SEC since such date. As of their its respective datesfiling date, the Company each SEC Documents Report complied in all material respects with the requirements of the Securities Exchange Act of 1933 (the "Securities Act"), or the Exchange Act, as the case may be, 1934 and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsReport. Except to the extent that information contained in any SEC Report has been revised or superseded by a later SEC Report, and none of the Company SEC Documents contained Reports contains any untrue statement of a material fact or omitted omits 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. The consolidated financial statements of the Company Buyer included in the Company SEC Documents complied Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles the GAAP ("GAAP"except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements all material respects the consolidated financial position of GAAP Buyer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of the unaudited statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein).

SEC Documents. The Company has made available filed, on a timely basis, all reports, schedules, forms, statements, and other documents required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company it with the SEC since January 1SEC, 1995 and prior pursuant to the date reporting requirements of this Agreement the Securities Exchange Act of 1934, including material filed pursuant to Section 13(a) or 15(d) (all of the "Company foregoing including filings incorporated by reference therein being referred to herein as the “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, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933 (the "Securities 1934 Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, and other federal, state and local laws, rules, and regulations applicable to such Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted or failed to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or, or (ii) in the case of the unaudited interim statements, as permitted by Rule 10-01 of Regulation S-X of to the SECextent they may not include footnotes or may be condensed or summary statements) and fairly present in accordance with applicable requirements all material respects the financial position of GAAP the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein).

SEC Documents. (a) The Company has made available to Parent a true and complete copy of each reporttimely filed all reports, scheduleschedules, registration statement statements and definitive proxy statement other documents required to be filed by the Company with the SEC since January 1, 1995 Securities and prior to Exchange Commission on or after the date of this Agreement filing with the Securities and Exchange Commission of the Company’s Final Prospectus for its initial public offering on March 7, 2001 through the date hereof (such documents as supplemented and amended from time to time, collectively, the "“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 filing dates, the Company SEC Documents complied or in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act, as the case may beof registration statements, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documentstheir respective effective dates, and none of the Company SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) 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. , and the Company SEC Documents complied when filed, or in the case of registration statements, as of their respective effective dates, in all material respects with the then applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as the case may be, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder. (b) The financial statements (including the notes thereto) of the Company included in the Company SEC Documents Form 10-K for the year ended December 31, 2001, complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC Securities and Exchange Commission with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be have been 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 SECthereto) and accurately and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position condition of the Company as at the dates thereof and its consolidated Subsidiaries as the results of their respective dates operations, stockholders’ equity and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended.

SEC Documents. The Company has made available to Parent furnished the Purchaser with a true correct and complete copy of each report, schedule, schedule and registration statement and definitive proxy statement filed by the Company with the SEC since on or after January 1, 1995 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the ------------- documents (other than preliminary material) that the Company was required to file (or otherwise did file) with the SEC since on or after such date. As of their respective dates, the 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 none of the SEC promulgated thereunder applicable to such Company SEC Documents, Documents (including all exhibits and none of the Company SEC Documents schedules thereto and documents incorporated by reference therein) 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, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis GAAP during the periods involved (except as may be have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X of Q promulgated by the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end normal audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective at the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended.

SEC Documents. 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 SEC since January 1, 1995 and prior to the date of this Agreement (the "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, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared 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 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 accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit normal, recurring adjustments, as permitted by Rule 10-01which will not be material, and any other adjustments described thereineither individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. The Company has made available furnished to Parent a true and complete copy of each reportInvestor the Company's Annual Report on Form 10-K for the fiscal year ended December 31, schedule1999, registration statement and definitive proxy statement filed by the Company with the SEC since January 1excluding exhibits, 1995 and prior to the date of this Agreement (the "Company SEC Documents")and, which are upon request, all the documents (other than preliminary material) that the Company was required to file file, which it represents and warrants it did timely file, with the SEC under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since such dateDecember 31, 1998 (collectively, the "SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents complied in all material respects with the requirements of the Securities Act Exchange Act. The SEC Documents as of 1933 (the "Securities Act")their respective dates, or the Exchange Actsuch later date on which such reports were amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied ("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. Except as may be indicated in the notes to the Financial Statements or, were in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently 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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective any subsidiaries at the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal, recurring adjustments).

SEC Documents. 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 SEC since January 1, 1995 1993 and prior to the date of this Agreement (the "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, (i) the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 Company SEC Documents, and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared 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 or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present fairly, in all material respects, in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit normal, recurring adjustments, as permitted by Rule 10-01, and any other adjustments described thereinnone of which are material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. The Company has filed with the SEC, and has heretofore made available to Parent a true and complete copy of each reportcopies of, scheduleall reports, registration statement schedules, forms, statements and definitive proxy statement other documents required to be filed with the SEC by the Company since December 29, 1996 (together with the SEC since January 1all information incorporated therein by reference, 1995 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that . No subsidiary of the Company was is required to file any form, report or other document with the SEC since such dateSEC. As of their respective dates, the 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 Company SEC Documents, and none of the Company 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 mis- leading. Except to the extent that information contained in any SEC Document filed and publicly available prior to the date hereof (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 be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("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 or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and their respective dates and the consolidated results of operations and the consolidated cash flows for the periods then 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 consolidated Subsidiaries for subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that individually or in the periods presented thereinaggregate are reasonably likely to have a material adverse effect on the Company.

SEC Documents. The Company TMW has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since January 130, 1995 1998 (such documents, together with all exhibits and prior schedules thereto and documents incorporated by reference therein, collectively referred to the date of this Agreement (herein as the "Company TMW 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, the Company TMW 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 Company TMW SEC Documents, and none of the Company TMW SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company TMW included in the Company TMW SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("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 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 accordance with applicable requirements the consolidated financial position of GAAP TMW and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments, as permitted by Rule 10-01, adjustments and any other adjustments described therein) ). Except as set forth in the consolidated TMW SEC Documents, since the date of filing of such financial position of the Company statements there has been no Material Adverse Change with respect to TMW and its consolidated Subsidiaries subsidiaries taken as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereina whole.

SEC Documents. The Company Buyer has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by the Company all required documents with the SEC Securities and Exchange Commission ("SEC") since January 1April 30, 1995 and prior to the date of this Agreement 1998 (the "Company BUYER SEC DOCUMENTS"). Buyer has delivered to Seller and the Stockholders accurate copies of Buyer 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, the Company Buyer SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities ActSECURITIES ACT"), or the Securities Exchange ActAct of 1934, as amended, and the rules and regulations promulgated thereunder (the "EXCHANGE ACT"), as the case may be, and and, at the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documentsrespective times they were filed, and none of the Company Buyer SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company Buyer included in the Company Buyer SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present presented in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their at the respective dates thereof and the consolidated results of their operations and the their consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein).

SEC Documents. The Since January 1, 1999, the Company has made available timely filed all required reports, schedules, forms, statements and other documents required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company it with the SEC since January 1(such reports, 1995 schedules, forms, statements and prior other documents are hereinafter referred to the date of this Agreement (as the "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, and in all material respects, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("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 interim financial statements, as permitted by Rule 10-01 of Regulation S-X of the SECX) and fairly present in accordance with applicable requirements of GAAP (subjectpresent, in the case of the unaudited statementsall material respects, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of operations and the consolidated their operations, cash flows of the Company and its consolidated Subsidiaries shareholders' equity for the periods presented thereinthen ended (subject, in the case of unaudited interim financial statements, to normal recurring adjustments).

SEC Documents. The (i) Company has made available to Parent a true filed all required reports, schedules, ------------- forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since January 1, 1995 1993 (such reports, schedules, forms, statements and prior other documents are hereinafter referred to the date of this Agreement (as the "Company SEC Documents"), which are all the documents ; (other than preliminary materialii) that the Company was required to file with the SEC since such date. As as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ; and (iii) the consolidated financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles principals ("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 otherwise 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 SECthereto) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein).

SEC Documents. The Company (a) Since December 31, 2017, the Purchaser has made available filed with, or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, forms, statements, schedules, certifications and other documents required to Parent a true and complete copy of each reportbe filed with or furnished to, scheduleas applicable, registration statement and definitive proxy statement filed the SEC by the Company Purchaser (together with the SEC since January 1all exhibits and schedules thereto and all information incorporated therein by reference, 1995 and prior to the date of this Agreement (collectively, the "Company Purchaser 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, or if amended, as of the Company date of the last such amendment, the Purchaser SEC Documents (i) complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act, as and the case may be▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (to the extent then applicable), and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The misleading in any material respect. (b) Each of the consolidated financial statements of the Company included Purchaser (including, in each case, any related notes thereto) contained in the Company Purchaser SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were (i) was prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, thereto) and (ii) fairly presents in the case of the unaudited statementsall material respects, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subjectapplicable, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company Purchaser and its consolidated Subsidiaries as of their the respective dates thereof and the consolidated results of the Purchaser's and its Subsidiaries' operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinindicated (except, in the case of each of sub-clauses (i) and (ii), that the Purchaser's unaudited interim financial statements were subject to normal year-end and quarter-end adjustments and to the absence of certain footnotes).

SEC Documents. (i) The Company has made available to Parent Purchaser a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1December 31, 1995 1996 and prior to or on the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary materialmaterials) that the Company was required to file with the SEC since such datebetween December 31, 1996 and the date of this Agreement. As of their respective dates, the 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 Company SEC Documents, and none of the Company SEC Documents contained when filed any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (ii) The financial statements of the Company included in the Company SEC Documents Documents, including the notes and schedules thereto, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, 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 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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit normal, recurring adjustments, as permitted by Rule 10-01, and any other adjustments described thereinnone of which are material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) Except as disclosed in the Company SEC Documents, there are no agreements, arrangements or understandings between the Company and any party who is or

SEC Documents. The Company Parent has made available to filed all SEC Documents (the "Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company SEC Documents") with the SEC since January 1, 1995 and prior to the date of this Agreement (the "Company SEC Documents")1998. To Parent's knowledge, which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As as of their respective dates, the Company Parent 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 Company Parent SEC Documents, and none of the Company Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in the Company Parent SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("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 or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments, as permitted by Rule 10-01, adjustments and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein).

SEC Documents. (i) The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since January 1November 30, 1995 1994 (such reports, schedules, forms, statements and prior other documents filed and/or required to the date of this Agreement (be filed are hereinafter referred to as the "Company SEC Documents"), which are all the documents ; (other than preliminary materialii) that the Company was required to file with the SEC since such date. As as of their respective dates, the Company SEC Documents complied complied, in all material respects 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 Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ; and (iii) the consolidated financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("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 Item 310 of Regulation S-X of the SECB) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Company Buyer has made available provided to Parent a true Seller its Annual Report on Form 10-K for the year ended December 31, 1995, Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and complete copy of each reportSeptember 30, schedule1996, registration statement its current reports on Form 8-K dated August 28, 1996, as amended by Amendment No. 1 thereto dated October 28, 1996, and definitive January 27, 1997, and its proxy statement filed by the Company with the SEC since January 1, 1995 and prior respect to the date its Annual Meeting of this Agreement Stockholders for 1996 (such documents collectively referred to herein as the "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, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933 1934, as amended (the "Securities Exchange Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Buyer included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("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 SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company Buyer and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended. Since September 30, 1996, other than as discussed in the SEC Documents, there has been no material adverse change in the business of Buyer and its subsidiaries, taken as a whole.

SEC Documents. The Since May 1, 1995, the Company has made available to Parent a true and complete copy of each reportfiled all forms, schedulereports, schedules, registration statement statements, proxy statements and definitive proxy statement filed by the Company documents with the SEC since January 1, 1995 and prior required to be filed by it pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the SEC rules and regulations promulgated thereunder (all such documents filed through the date of this Agreement (hereof collectively, the "Company SEC Documents"), which are all the documents (other than preliminary material) that . The Company has made available to TAGTCR the Company was required to file with the SEC since such dateDocuments. As of their respective dates, the 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 Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared 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 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 case of the unaudited statements, to year-end audit normal, recurring adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. 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 SEC since January 1, 1995 1999, all required registration statements, reports, schedules, forms, statements, proxy or information statements and prior to the date of this Agreement other documents (including exhibits and all other information incorporated therein) (the "Company COMPANY SEC DocumentsDOCUMENTS"), 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, the Company SEC Documents complied or, with respect to those not yet filed, will comply 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 and, in each case, the rules and regulations of the SEC promulgated thereunder applicable and, except to such the extent that information contained in any Company SEC Documents, Document has been revised and none of the superseded by or restated in a later filed Company SEC Documents contained Document, did not or, with respect to those not yet filed, will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments).

SEC Documents. (a) The Company Purchaser has made available filed all forms, reports and documents required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company it with the SEC since January 1, 1995 Securities and prior to the date of this Agreement Exchange Commission (the "Company SEC Documents"“SEC”) since June 30, 1997 (collectively, the “Purchaser Reports”), 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, the Company Purchaser Reports, and any such reports, forms and other documents filed by the Purchaser with the SEC Documents complied after the date of this Agreement: (i) complied, or will comply, as to form 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 Company SEC Documents, and none of the Company SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representation in clause (iii) of the preceding sentence shall not apply to any misstatement or omission in any Purchaser Report filed prior to the date of this Agreement that was superseded by a subsequent Purchaser Report filed prior to the date of this Agreement that specifically corrected such misstatement or omission in the applicable Purchaser Report. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Purchaser Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Purchaser and its subsidiaries as of its date, and each of the consolidated statements of the Company income, retained earnings and cash flows included in or incorporated by reference into the Company SEC Documents complied Purchaser Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as to form in all material respects with the published rules and regulations case may be, of the SEC with respect theretoPurchaser and its subsidiaries for the periods set forth therein (subject, were prepared in the case of unaudited statements, to normal year-end audit adjustments that would not be material in amount or effect), in each case in accordance with 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 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 accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented noted therein.

SEC Documents. The Company Allied has made available to Parent a true timely filed all required ------------- reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since January 1January, 1995 1998 (such reports, schedules, forms, statements and prior other documents are hereinafter referred to the date of this Agreement (as the "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, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Allied included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved presented (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X of the SECX) and fairly present present, in accordance with applicable requirements all material respects, the consolidated financial position of GAAP Allied and its consolidated Allied Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinin accordance with GAAP.

SEC Documents. 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 SEC since January 1, 1995 and prior to the date of this Agreement (the "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 filing dates, all reports filed on or after March 9, 2004 by Parent with the Company Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (collectively referred to as the “SEC Documents 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 Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of Parent, including the Company notes thereto, included in the Company SEC Documents (the “Parent Financial Statements”) 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, were have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently 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 Form 10-01 of Regulation S-X Q of the SEC) and presented fairly present in accordance with applicable requirements all material respects the consolidated financial position of GAAP Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to year-end normal and recurring audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein).

SEC Documents. The Company has delivered or made available to Parent a true and complete copy of Buyer each registration statement, report, schedule, registration proxy statement or information statement and definitive proxy statement all exhibits thereto prepared by it or relating to its properties (including registration statements covering mortgage pass-through certificates) filed by the Company with the SEC since January 1, 1995 1999, (collectively, the "Company Reports"). The Company Reports, which were filed, in all material respects, with the SEC in a timely manner, constitute all forms, reports and prior documents required to be filed by the date of this Agreement Company under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Company SEC DocumentsSecurities Laws"), 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, the Company SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933 Laws and (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 Company SEC Documents, and none of the Company SEC Documents contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements Each of the consolidated balance sheets of the Company included in or incorporated by reference into the Company SEC Documents complied as to form in all material respects with Reports (including the published rules related notes and regulations schedules) fairly presents the consolidated financial position of the SEC with respect theretoCompany as of its date and each of the consolidated statements of income, were prepared retained earnings and cash flows of the Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Company 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 ("GAAP") consistently applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto ornoted therein and except, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. The (a) Since January 1, 1997, the Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by the Company with the SEC since January 1all reports, 1995 schedules, forms, statements and prior other documents required to the date of this Agreement be filed (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Company SEC DocumentsDOCUMENTS"), which are all the documents . (other than preliminary materialb) that the Company was required to file with the SEC since such date. As of their respective dates, the 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 Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (c) The consolidated financial statements of the Company and its Subsidiaries included in the Company SEC Documents complied (the "FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") 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 SECX) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Company Other Reports and ▇▇▇▇▇▇▇▇-▇▇▇▇▇. (a) GWBI has timely made available all filings required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company it with the SEC under the Securities Act or the Exchange Act since January 1June 30, 1995 and prior to the date of this Agreement 2012 (the "Company “GWBI 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 datesfiling dates or, if amended, as of the date of the last amendment prior to the date hereof, the Company GWBI 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 and, at the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documentsrespective times they were filed, and none of the Company GWBI SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company GWBI included in the Company GWBI SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with U.S. generally accepted accounting principles ("“GAAP"”) (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present presented in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) all material respects the consolidated financial position of (b) Each of the principal executive officer and the principal financial officer of GWBI (or each former principal executive officer and former principal financial officer of GWBI, as applicable) has made all certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇- ▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder or under the Exchange Act (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the GWBI SEC Documents and, at the time of filing of each such certification, such certification was true and accurate. GWBI has made available to Company a summary of any disclosure made by GWBI’s management to GWBI’s auditors and the audit committee of GWBI’s Board of Directors referred to in such certifications. For purposes of this Section 2.8(b), “principal executive officer” and “principal financial officer” shall have the meanings ascribed to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Except as disclosed in any GWBI SEC documents, GWBI has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that GWBI maintains records that, in reasonable detail, accurately and fairly reflect the respective transactions and dispositions of assets of GWBI and its consolidated Subsidiaries Subsidiaries, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors of GWBI and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of GWBI’s and its Subsidiaries’ assets that could have a material effect on GWBI’s financial statements. GWBI’s management has previously completed an assessment of the effectiveness of GWBI’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable GWBI 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 internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. As of their respective filing dates or, if amended, as of the date of the last amendment prior to the date hereof, to the extent required by applicable Law, GWBI has disclosed, in any applicable GWBI SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto prior to the date hereof, any change in GWBI’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, GWBI’s internal control over financial reporting. GWBI has disclosed, based on the most recent evaluation of internal control over financial reporting, to GWBI’s auditors and the consolidated results audit committee of operations GWBI’s Board of Directors (x) all significant deficiencies and material weaknesses in the consolidated cash flows design or operation of the Company and its consolidated Subsidiaries for the periods presented therein.internal control over financial reporting that are reasonably likely to adversely affect GWBI’s ability to record, process,

SEC Documents. The Company Panther 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 SEC since January 1, 1995 Securities and prior to the date of this Agreement Exchange Commission (the "Company SEC DocumentsCOMMISSION")) all reports, which are all schedules, forms, statements and other documents required by the documents Securities Act or the Securities Exchange Act of 1934, as amended (other than preliminary materialthe "EXCHANGE ACT") that or the Company was required rules or regulations promulgated thereunder to file be filed by Panther in each case in the form and with the substance prescribed by either such Act or such rules or regulations (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC since DOCUMENTS") including, without limitation, proxy information and solicitation materials, in each case in the form and with the substance prescribed by either such dateAct or such rules or regulations. As of their respective datesfiling dates (or if amended, revised or superseded by a subsequent filing with the Commission then on the date of such subsequent filing), the 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 Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such Company the SEC Documents. The consolidated financial statements of Panther included in all SEC Documents, and none of including any amendments thereto (the Company "SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements thereinFINANCIAL STATEMENTS"), in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto and, as at the dates as of which the same were prepared and for the periods then ended, fairly presented in all material respects the financial condition and results of operations of Panther and its affiliates on a consolidated basis in accordance with generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (throughout all such periods, 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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.disclosed on Schedule 5.7(c). -40-

SEC Documents. The Company (a) PAHOC has made available to Parent a true filed all required forms, reports and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company documents with the SEC since January 1December 31, 1995 and prior to the date of this Agreement 1996 (collectively, the "Company PAHOC SEC DocumentsReports"), all of which are all the documents (other than preliminary material) that the Company was required to file were prepared in accordance with the SEC since such dateapplicable requirements of the Securities Laws. As of their respective dates, the Company PAHOC SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933 Laws and (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 Company SEC Documents, and none of the Company SEC Documents contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Each of the consolidated balance sheets of PAHOC included in or incorporated by reference into the PAHOC SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of PAHOC and PAHOC Subsidiaries as of its date and each of the consolidated statements of the Company income, retained earnings and cash flows of PAHOC included in or incorporated by reference into the Company PAHOC SEC Documents complied Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of PAHOC and PAHOC Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to form normal year-end audit adjustments which would not be material in all material respects with the published rules and regulations of the SEC with respect theretoamount or effect), were prepared in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orinvolved, except, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X Q pursuant to Section 13 or 15(d) of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinExchange Act.

SEC Documents. The Company has made available furnished to Parent a true each Investor: the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, excluding exhibits, the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1999, excluding exhibits, and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 1995 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file file, which it represents and warrants it did timely file, with the SEC under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since such dateDecember 31, 1998 (collectively, the "SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents complied in all material respects with the requirements of the Securities Act Exchange Act. The SEC Documents as of 1933 (the "Securities Act")their respective dates, or the Exchange Actsuch later date on which such reports were amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied ("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. Except as may be indicated in the notes to the Financial Statements or, were in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently 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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective any subsidiaries at the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal, recurring adjustments).

SEC Documents. The Company Buyer has made available provided to Parent a true Seller its Annual Report on Form 10-K for the year ended December 31, 1998, Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and complete copy of each reportJune 30, schedule1999, registration statement and definitive its proxy statement with respect to its Annual Meeting of Stockholders for 1999 and any registration statements filed by the Company with the SEC since January 1December 31, 1995 and prior 1998 (such documents collectively referred to the date of this Agreement (herein as the "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, except as otherwise disclosed in writing to Seller, the 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 Commission promulgated thereunder there under applicable to such Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Buyer included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("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 SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company Buyer and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended. Since June 30, 1999, other than as discussed in the SEC Documents, there has been no material adverse change in the business of Buyer and its subsidiaries, taken as a whole.

SEC Documents. 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 SEC since January 1, 1995 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary materiala) that the Company 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 amendment, each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) of the Company SEC Documents prepared by the Company since January 1, 1998, in the form (including exhibits and any amendments thereto) filed with the SEC, (collectively, the "Company Reports") (i) complied as to form 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 Company SEC Documents, Reports and none of (ii) at the Company SEC Documents contained time they were filed did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of 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 the consolidated financial position of the Company and each of the Company Subsidiaries as of its date, and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the financial position, results of operations and cash flows, as the case may be, of the Company and each of the Company Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not reasonably likely to be material in amount or effect, and the absence of footnotes), in each case in accordance with U.S. generally accepted accounted principles ("GAAP") consistently applied during the periods involved, except as may be noted therein. (b) Except as and to the extent set forth on the balance sheet of the Company as of September 30, 1999, including the notes thereto (the "Company ------- Balance Sheet"), the Company has no material liability or obligation of any ------------- nature (whether accrued, absolute, contingent or otherwise) except for liabilities and obligations (i) disclosed in any Company Report and Mailings (as defined hereafter) filed since September 30, 1999 and prior to the date of this Agreement, (ii) incurred since September 30, 1999 in the ordinary course of business, (iii) incurred pursuant to this Agreement or (iv) liabilities or obligations which individually and in the aggregate, would not have a Company Material Adverse Effect. (c) The Company will deliver to Parent as soon as they become available true and complete copies of any report, registration statement or statement mailed by it to its securityholders generally (the "Mailings") -------- subsequent to the date hereof and prior to the Effective Time. As of their respective dates, such Mailings (excluding any information therein provided by Parent or Merger Sub, as to which the Company makes no representation) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading. The financial statements of the Company included in the Company SEC Documents complied as to form misleading and will comply in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared 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 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 accordance with all applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinlaw.

SEC Documents. The Company Kodak has made available to Parent Encad a true true, correct and complete copy of each reportKodak's Annual Report on Form 10-K for the year ended December 31, schedule2000, registration statement quarterly reports on Form 10-Q for the quarters ended March 31, 2001, June 30, 2001 and September 30, 2001, current reports on Form 8-K filed at any time between December 31, 2000 and the date hereof, and definitive proxy statement for the annual meeting of stockholders of Kodak held on May 9, 2001, in each case including all amendments thereof and all as filed by the Company Kodak with the SEC since January 1(collectively, 1995 and prior to the date of this Agreement (the "Company KODAK SEC DocumentsDOCUMENTS"), 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, the Company Kodak SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company Kodak SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Kodak included in the Company Kodak SEC Documents complied as to form comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end normal, recurring audit adjustments), as permitted by Rule 10-01in all material respects, and any other adjustments described therein) the consolidated financial position of the Company Kodak and its consolidated Subsidiaries as of their respective at the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended.

SEC Documents. The Company has made available filed with the Securities and Exchange Commission (the "Commission") all forms, reports, schedules, statements and other documents required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by it since its initial public offering under the Company with Exchange Act or the SEC Securities Act (such documents, as supplemented and amended since January 1the time of filing, 1995 and prior to the date of this Agreement (collectively, the "Company SEC Documents"), which are all the documents (other than preliminary material) that the . The Company was required to file has timely filed with the SEC since such date. As of their respective dates, the Commission all Company SEC Documents complied in all material respects with within the requirements of five-year period preceding 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 date hereof. The Company SEC Documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and none proxy statements, on the dates of effectiveness and the Company SEC Documents contained dates of mailing, respectively) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and, in the case of any prospectus, in light of the circumstances under which they were made), not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company included in the Company SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, were prepared 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 or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC) Commission), and fairly present in accordance with applicable requirements of GAAP presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustmentsadjustments consistent with past practice), as permitted by Rule 10-01in all material respects, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective at the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended.

SEC Documents. The Company has made available to Parent furnished the Purchaser with a true correct and complete copy of each report, schedule, schedule and registration statement and definitive proxy statement filed by the Company with the SEC since on or after January 1, 1995 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file (or otherwise did file) with the SEC since on or after such date. As of their respective dates, the 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 none of the SEC promulgated thereunder applicable to such Company SEC Documents, Documents (including all exhibits and none of the Company SEC Documents schedules thereto and documents incorporated by reference therein) 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, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis GAAP during the periods involved (except as may be have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X of Q promulgated by the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end normal audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective at the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended.

SEC Documents. 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 SEC since January 1, 1995 and prior to the date of this Agreement (the "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, the Company SEC Documents Documents, as defined below, complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Securities Exchange ActAct of 1934, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included Purchaser contained in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, 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 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 in accordance with applicable requirements of GAAP United States generally accepted accounting principles (subject, in the case of the unaudited statements, to year-end audit normal, recurring adjustments, as permitted by Rule 10-01, and any other adjustments described thereinnone of which will be material) the consolidated financial position of the Company Purchaser and its consolidated Subsidiaries subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company Purchaser and its consolidated Subsidiaries subsidiaries for the periods presented therein., respectively. "

SEC Documents. The Company TMW has made available to Parent a true filed all required reports, schedules, forms, ------------- statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since January 130, 1995 1998 (such documents, together with all exhibits and prior schedules thereto and documents incorporated by reference therein, collectively referred to the date of this Agreement (herein as the "Company TMW 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, the Company TMW 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 Company TMW SEC Documents, and none of the Company TMW SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company TMW included in the Company TMW SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("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 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 accordance with applicable requirements the consolidated financial position of GAAP TMW and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments, as permitted by Rule 10-01, adjustments and any other adjustments described therein) ). Except as set forth in the consolidated TMW SEC Documents, since the date of filing of such financial position of the Company statements there has been no Material Adverse Change with respect to TMW and its consolidated Subsidiaries subsidiaries taken as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereina whole.

SEC Documents. The Company has made available to Parent a true timely filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since January 1, 1995 1996 (collectively, and prior to the date of this Agreement (in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "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, the 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 Company SEC Documents, and none of the Company SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including footnotes) of the Company included in the Company SEC Documents complied (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with 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 specifically indicated in the notes thereto orthereto), in the case of the unaudited 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 year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of operations income, shareholders' equity and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended.

SEC Documents. The Company PEC has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company all required documents with the SEC Securities and Exchange Commission ("SEC") since January 1, 1995 and prior to the date of this Agreement 1998 (the "Company PEC/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, the Company PEC/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 Company SEC Documents, and none of the Company PEC/SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company PEC included in the Company PEC/SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP PEC and its consolidated subsidiaries, including PDC) as at the dates thereof and the consolidated results of their operations and statements of cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments, as permitted by Rule 10-01, adjustments and to any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein).

SEC Documents. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by the Company with the SEC since January 1, 1995 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the Securities and Exchange Commission (the "SEC") under Sections_13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31_, 1996 (collectively, the "SEC since such dateDocuments"). As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933 1933, as amended (the "Securities 1933 Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company applicable. No SEC Documents as of their respective dates, or such later date on which such reports were amended, or press release, containing information material to the business as a whole, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied (the "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. Except as may be indicated in the notes to the Financial Statements or, were in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently 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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective any subsidiaries at the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal, recurring adjustments).

SEC Documents. 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 Partnership SEC since January 1, 1995 and prior to the date of this Agreement (the "Company SEC Documents"), which are Documents include all the documents (other than preliminary material) that the Company Partnership was required to file under the Exchange Act with the SEC since such dateDecember 31, 2005. As of their respective dates, the Company Partnership SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Partnership SEC Documents, and none of the Company Partnership SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Partnership included in the Company Partnership SEC Documents were prepared from the books and records of the Partnership and its subsidiaries, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") 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 10.01 of Regulation S-X of the SECX) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit normal, recurring adjustments, as permitted by Rule 10-01, and any other adjustments described thereinnone of which is material) the consolidated financial position of the Company Partnership and its consolidated Subsidiaries subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company Partnership and its consolidated Subsidiaries for the periods presented therein. Notwithstanding the foregoing statements, the Partnership, the General Partner and the Buyer shall have no liability with respect to any current report on Form 8-K of the Partnership that was “furnished” rather than “filed” with the SEC.

SEC Documents. The Company has made available delivered to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 1995 1994 and prior to the date of this Agreement (the "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, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared 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 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 accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit normal, recurring adjustments, as permitted by Rule 10-01which will not be material, and any other adjustments described thereineither individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. The Each of the Company and its Subsidiaries has made available to Parent a true and complete copy of each reportfiled all forms, schedulereports, registration statement statements, proxy statements, schedules and definitive proxy statement documents required to be filed by the Company it with the SEC Securities and Exchange Commission ("SEC") since January 1July 31, 1995 and prior to 2001 through the date of this Agreement hereof (collectively, the "Company SEC DocumentsReports"), 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, the Company SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements most recent consolidated balance sheet (the "Balance Sheet") of the Company and its consolidated Subsidiaries included in or incorporated by reference into the Company SEC Documents complied as to form in all material respects with Reports (including the published rules related notes and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP"schedules) 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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) presents the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates its date, and each of the consolidated statements of income, retained earnings and cash flows of the Company and its consolidated Subsidiaries included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents the consolidated results of operations and operations, retained earnings or cash flows, as the consolidated cash flows case may be, of the Company and its consolidated Subsidiaries for the periods presented set forth therein, in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein (subject, in the case of unaudited interim statements, to normal and recurring year-end adjustments and exceptions permitted by Form 10-Q).

SEC Documents. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by the Company with the SEC since January 1, 1995 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the Securities and Exchange Commission (the "SEC") under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31 , 1996 (collectively, the "SEC since such dateDocuments"). As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933 1933, as amended (the "Securities 1933 Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company applicable. No SEC Documents as of their respective dates, or such later date on which such reports were amended, or press release, containing information material to the business as a whole, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied (the "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. Except as may be indicated in the notes to the Financial Statements or, were in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently 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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective any subsidiaries at the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal, recurring adjustments).

SEC Documents. The Company IES has made available to Parent IPW a true and complete copy of each report, schedule, schedule and registration statement and definitive proxy statement filed by the Company IES with the SEC since January 1, 1995 and prior to (as such documents have since the date time of this Agreement (their filing been amended, the "Company IES SEC Documents"), ) which are all the documents (other than preliminary material) that the Company IES was required to file with the SEC since such that date. As of their respective dates, the Company IES SEC Documents complied in all material respects aspects with the requirements of the Securities Act of 1933 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 Company IES SEC Documents, and none of the Company IES SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company IES included in the Company IES SEC Documents complied 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, were have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statementsstatements to normal, to year-end recurring audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of its operations and the consolidated cash flows (or changes in financial position prior to the approval of the Company and its consolidated Subsidiaries Statement of Financial Accounting Standards Number 95 ("FASB 95")) for the periods presented thereinthen ended.

SEC Documents. The Company Neoprobe has made available to Parent the Investors a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company Neoprobe with the SEC since January 1, 1995 and prior to (as such documents have since the date time of this Agreement (their filing been amended, the "Company SEC Documents"), ) which are all the documents (other than preliminary material) that the Company Neoprobe was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Securities Exchange Act, Act as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, Documents and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a statement of material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Neoprobe included in the Company SEC Documents complied 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, were have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries Neoprobe as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended.

SEC Documents. (a) The Company has made available to Parent Purchaser a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1May 31, 1995 and prior to the date of this Agreement 1997 (the "Company SEC Documents")) including the Company 1998 Form 10-K, which are all the documents (other than preliminary materialmaterials) that the Company was required to file with the SEC since such dateMay 31, 1997. As of their respective dates, the 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 Company SEC Documents, and none of the Company SEC Documents contained as of their respective dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The financial statements of the Company included in the Company SEC Documents Documents, including the notes and schedules thereto, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, 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 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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereintherein in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) applied on a consistent basis during the periods presented.

SEC Documents. The Company has made available timely filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed or furnished by the Company under the Exchange Act since July 21, 2016 (such documents, together with any documents filed or furnished since July 21, 2016 by the Company to the SEC since January 1on a voluntary basis on Current Reports on Form 8-K, 1995 and prior to the date of this Agreement (the "Company “SEC Documents"”), which are all the documents (other than preliminary material) that the Company was required to file with . Each of the SEC since such date. As Documents, as of their respective datesthe time of its filing or, if applicable, as of the Company SEC Documents time of its most recent amendment, complied in all material respects with with, to the extent in effect at such time, the requirements of the Securities Act of 1933 (the "Securities Act"), or and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder Act applicable to such Company SEC DocumentsDocument, and none of the Company SEC Documents when filed or, if amended, as of the date of such most recent amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents complied as to form (or incorporated therein by reference) were prepared in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States ("“GAAP"”) (except, in the case of unaudited financial statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present presented in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) all material respects the consolidated financial position of the Company and its consolidated Company Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto). Except as disclosed, reflected or reserved against in the consolidated cash flows balance sheet of the Company and its Subsidiaries as of May 4, 2018, neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet (or the notes thereto) of the Company and the Company Subsidiaries for as of May 4, 2018, nor, to the periods presented thereinKnowledge of the Company, does any basis exist therefor, other than (A) liabilities or obligations incurred since May 4, 2018 in the ordinary course of business consistent with past practice, (B) liabilities or obligations incurred pursuant to Contracts entered into after the date hereof not in violation of this Agreement, (C) liabilities or obligations incurred in connection with this Agreement or any of the transactions contemplated hereby or (D) liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

SEC Documents. The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since January 1, 1995 1996 (such documents, together with all exhibits and prior schedules thereto and documents incorporated by reference therein, collectively referred to the date of this Agreement (herein as the "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, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("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 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 accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein). Except as set forth in the Company SEC Documents, since the date of filing of such financial statements until the date hereof there has been no Material Adverse Change with respect to the Company and its subsidiaries taken as a whole. The preliminary consolidated statements of operations for the year ended January 31, 1999 and the consolidated cash flows balance sheet at January 31, 1999 of the Company and its consolidated Subsidiaries for subsidiaries, in the periods presented thereinform disclosed in Section 3.1(e) of the Company Disclosure Letter, are true and correct in all material respects.

SEC Documents. The Company Camco has made available to Parent STC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company Camco with the SEC since January 1December 31, 1995 and prior to the date of this Merger Agreement (the "Company Camco SEC Documents"), ) which are all the documents (other than preliminary material) that the Company Camco was required to file with the SEC since such date. As of their respective dates, the Company Camco SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 Company Camco SEC Documents, and none of the Company Camco SEC Documents contained when filed any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Camco included in the Company Camco SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared 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 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 accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments, as permitted by Rule 10-01, adjustments and any other adjustments described discussed therein) the consolidated financial position of the Company Camco and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company Camco and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. The Company has delivered or made available ------------- to Parent a the Investor true and complete copy copies of each report, schedule, registration statement and definitive proxy statement the SEC Documents filed by the Company with the SEC since January 1during the twelve (12) months immediately preceding the date hereof. The Company has not provided to the Investor any information that, 1995 and according to applicable law, rule or regulation, should have been disclosed publicly prior to the date of this Agreement (hereof by the "Company SEC Documents")Company, but which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such datehas not been so disclosed. As of their respective dates, the Company The SEC Documents complied comply in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or and/or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or, or (ii) in the case of the unaudited interim statements, as permitted by Rule 10-01 of Regulation S-X of to the SECextent they may not include footnotes or may be condensed or summary statements) and fairly present in accordance with applicable requirements all material respects the financial position of GAAP the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein).